Functional Committees
Member of Compensation Committee
Shieh, Han-Ping D Independent Director (Convener of Compensation Committee)
Date Elected:2023.06.09
Experience:
Vice President of the University System of Taiwan of National Chiao Tung University、Vice President of National Chiao Tung University、Visiting professor of Shanghai Jiao Tong University and Beijing Jiaotong University、Academician of Institute of Electronics, professor of Institute of Display Technology, Deputy Head of Institute of Electronics Information, professor of Institute of Photonics, National Chiao Tung University、President of Society for Information Display, Republic of China、Researcher of IBM Thomas J. Watson Research Center、R&D engineer of General Electric
Education:
Ph.D. of Electrical and Computer Engineering, Carnegie Mellon University、Master of Electrical Engineering, Ohio State University、Bachelor of Physics from National Taiwan University
Concurrent Position(s) in the Company and Other Companies:
Independent Director and Compensation Committee Member of Key Ware Holding Limited ;Director of Ta Liang Technology Co., Ltd., Coretronic Corporation and Silicon Motion Technology Corp. Cayman ;Director (as representative of GWAA LLC), of FocalTech Systems Co., Ltd. ;Supervisor of Hi-Trend Technology (Shanghai) Co., Ltd. ;Vice President, Taiwan Display Union Association ;Convener of Compensation Committee and Audit Committees Member of Dynapack International Technology Corporation
Lee, Hsiang-Yun Independent Director
Date Elected:2023.06.09
Experience:
Chairman of Savior Lifetec Corporation、Vice President, Concord Consulting Inc.
Education:
Master of Accounting, University of Houston
Concurrent Position(s) in the Company and Other Companies:
Director (as legal person representative) and Vice President of Concord Consulting Inc.、Director of Walkgame Corp.、Director (as legal person representative) of Qbic Technology Co., Ltd. and Key Ware Electronics Co., Ltd.、Supervisor (as legal person representative),SLC BioPharm Co., Ltd.、Chairman (as legal person representative) of Savior Lifetec Corporation, Rong Pei Technology Corp., and Sheng Ding Enterprise Corp.、Chairman of Ruize Biotechnology Co., Ltd.、Committee Member of Compensation and Audit Committees of Dynapack International Technology Corporation
Lin, Cheng-Hsien Independent Director
Date Elected:2023.06.09
Experience:
Practicing Lawyer、Former Judge, Taiwan Taipei District Court
Education:
Master of Laws, Southern Methodist University、Master of Laws, National Chengchi University、Bachelor of Laws, National Taiwan University
Concurrent Position(s) in the Company and Other Companies:
Attorney-In-Charge,Lin & Associates Law Firm、Chairman, Lin & Associates International Business Consulting Co.、Committee Member of Compensation and Audit Committees of Dynapack International Technology Corporation
Member of Audit Committee
Tsai, Hwei-Ming Independent Director (Convener of Audit Committee)
Date Elected:2023.06.09
Experience:
Partner, Deloitte and Touche、CFO of SinoPac Financial Holdings (America)、Senior EVP of Far East National Bank (America)
Education:
Master of Accounting, University of Texas、Bachelor of Business Administration, National Taiwan University
Concurrent Position(s) in the Company and Other Companies:
Director of Zentera Systems, Inc. ;Convener of Audit Committees of Dynapack International Technology Corporation
Tsai, Lien-Chin Independent Director
Date Elected:2023.06.09
Experience:
Electronic Technician of Senior Professional and Technical Examinations Regulations for Engineers of Examination Yuan of ROC、President of Server Business Unit of ARIMA Computer Co., Ltd.、Vice President of Flextronics International Ltd
Education:
Bachelor and Master of Electrical Engineering, National Taiwan University
Concurrent Position(s) in the Company and Other Companies:
Audit Committees Member of Dynapack International Technology Corporation
Shieh, Han-Ping D Independent Director
Date Elected:2023.06.09
Experience:
Vice President of the University System of Taiwan of National Chiao Tung University、Vice President of National Chiao Tung University、Visiting professor of Shanghai Jiao Tong University and Beijing Jiaotong University、Academician of Institute of Electronics, professor of Institute of Display Technology, Deputy Head of Institute of Electronics Information, professor of Institute of Photonics, National Chiao Tung University、President of Society for Information Display, Republic of China、Researcher of IBM Thomas J. Watson Research Center、R&D engineer of General Electric
Education:
Ph.D. of Electrical and Computer Engineering, Carnegie Mellon University、Master of Electrical Engineering, Ohio State University、Bachelor of Physics from National Taiwan University
Concurrent Position(s) in the Company and Other Companies:
Independent Director and Compensation Committee Member of Key Ware Holding Limited ;Director of Ta Liang Technology Co., Ltd., Coretronic Corporation and Silicon Motion Technology Corp. Cayman ;Director (as representative of GWAA LLC), of FocalTech Systems Co., Ltd. ;Supervisor of Hi-Trend Technology (Shanghai) Co., Ltd. ;Vice President, Taiwan Display Union Association ;Convener of Compensation Committee and Audit Committees Member of Dynapack International Technology Corporation
Lee, Hsiang-Yun Independent Director
Date Elected:2023.06.09
Experience:
Chairman of Savior Lifetec Corporation、Vice President, Concord Consulting Inc.
Education:
Master of Accounting, University of Houston
Concurrent Position(s) in the Company and Other Companies:
Director (as legal person representative) and Vice President of Concord Consulting Inc.、Director of Walkgame Corp.、Director (as legal person representative) of Qbic Technology Co., Ltd. and Key Ware Electronics Co., Ltd.、Supervisor (as legal person representative),SLC BioPharm Co., Ltd.、Chairman (as legal person representative) of Savior Lifetec Corporation, Rong Pei Technology Corp., and Sheng Ding Enterprise Corp.、Chairman of Ruize Biotechnology Co., Ltd.、Committee Member of Compensation and Audit Committees of Dynapack International Technology Corporation
Lin, Cheng-Hsien Independent Director
Date Elected:2023.06.09
Experience:
Practicing Lawyer、Former Judge, Taiwan Taipei District Court
Education:
Master of Laws, Southern Methodist University、Master of Laws, National Chengchi University、Bachelor of Laws, National Taiwan University
Concurrent Position(s) in the Company and Other Companies:
Attorney-In-Charge,Lin & Associates Law Firm、Chairman, Lin & Associates International Business Consulting Co.、Committee Member of Compensation and Audit Committees of Dynapack International Technology Corporation
(一)Compensation Committee
Responsibilities of Compensation Committee
The Committee should faithfully perform its duties with diligent efforts and submit recommendations to the Board of Directors for discussion:
一、Establish and regularly review the policy, system, standard and structure of performance assessment of directors and managerial Officers.
二、Regularly assess and establish the remuneration of directors and managerial officers.
本委員會履行前項職權時,應依下列原則為之:
一、董事及經理人之績效評估及薪資報酬應參考電池等同業通常水準支給情形,並考量個人表現、公司經營績效及未來風險之關連合理性。
二、不應引導董事及經理人為追求薪資報酬而從事逾越公司風險胃納之行為。
三、針對董事及高階經理人短期績效發放酬勞之比例及部分變動薪資報酬支付時間,應考量行業特性及公司業務性質予以決定。
Tenure of the current members: June 19, 2023 to June 08, 2026. 截至114年5月16日,薪資報酬委員會開會次數,The attendance record of the Committee members was as follows:
|
Title |
Name |
Attendance in Person |
By Proxy |
Attendance Rate (%) [Note] |
Remark |
|---|---|---|---|---|---|
|
Convener |
Shieh, Han-Ping D |
7 |
- |
100 |
- |
|
Member |
Lee, Hsiang-Yun |
7 |
- |
100 |
- |
|
Member |
Lin, Cheng-Hsien |
7 |
- |
100 |
- |
【Note】The attendance rate (%) is computed by taking the number of attendance in person divided by number of meetings held during terms of office.
本屆薪資報酬委員會截至114年5月16日之議決事項及董事會決議結果如下:
|
Compensation Committee |
Contents of Motion |
Resolutions |
Resolutions of the Board of Directors |
||
|---|---|---|---|---|---|
|
5th term |
|||||
| 1st | July 27,2023 | 1.Proposal for disbursement of managerial officers’ remuneration (excluding subsidiaries) for 2022 2.Proposal for salary adjustment for managerial officers (including subsidiaries). | The motions were approved after the convener consulted all attending members and obtained unanimous agreement. | Resolution passed | |
| 2nd | October 26,2023 |
1.Proposal for remuneration for senior advisor Sheu, Ju-Jing 2.Proposal for remuneration for President Chang, Chung-Hsing 3.Amendment of the “Regulations Governing the Compensation Disbursement of Directors” 4.Amendment of “Regulations for Management of Employee Retirement” |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. | Resolution passed | |
|
3rd |
December 22,2023 |
1..2023 Year-end bonuses to Chairman and managerial officers. |
The proposals were passed after the convener consulted all attending members and no objection was raised. |
Resolution passed |
|
|
4th |
March 4,2024 |
1.Proposal for compensation of employees and directors for 2023. 2.Disbursement of special bonus for all employees.
|
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. |
Resolution passed |
|
|
5th |
July 24,2024 |
1.Proposal for salary adjustment for managerial officers. 2.Proposal for disbursement of managerial officers’ remuneration for 2023. 3.Performance bonus for joint development project. 4.Disbursement of special bonus |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement |
Resolution passed |
|
|
6th |
December 25,2024 |
1.2024 Year-end bonuses to Chairman and managerial officers. 2.Proposal for remuneration for newly-appointed managerial officer. |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. |
Resolution passed |
|
|
7th |
March 5,2025 |
1.Proposal for compensation of employees and directors for 2024. 2.Proposal for remuneration for newly-appointed managerial officer |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. |
Resolution passed |
|
(二)審計委員會
本委員會之運作在於監督下列事項:公司財務報表之允當表達、簽證會計師之選(解)任及獨立性與績效、公司內部控制之有效實施、公司遵循相關法令及規則、公司存在或潛在風險之管控。
依審計委員會組織規程規定,其職權包括:
- 依證交法第14條之1規定訂定或修正內部控制制度。
- 內部控制制度有效性之考核。
- 依證交法第36條之1規定訂定或修正取得或處分資產、從事衍生性商品交易、資金貸與他人、為他人背書或提供保證之重大財務業務行為之處理程序。
- 涉及董事自身利害關係之事項。
- 重大之資產或衍生性商品交易。
- 重大資金貸與、背書或提供保證。
- 募集、發行或私募具股權性質之有價證券。
- 簽證會計師之委任、解任或報酬。
- 財務、會計或內部稽核主管之任免。
- 由董事長、經理人及會計主管簽名或蓋章之期中及年度財務報告。
- 營業報告書以及盈餘分派或虧損撥補之議案。
- 其他公司或主管機關規定之重大事項。
Tenure of the current members: June 9, 2023 to June 08, 2026. 截至113年12月31日,審計委員會開會次數,The attendance record of the Committee members was as follows::
|
Title |
Name |
Attendance in Person |
By proxy |
Attendance Rate%【Note】 |
Remark |
|---|---|---|---|---|---|
|
Convener |
Tsai, Hwei-Ming |
9 |
- |
100 |
- |
|
Member |
Shieh, Han-Ping D |
8 |
1 |
88.89 |
- |
|
Member |
Tsai, Lien-Chin |
9 |
- |
100 |
- |
|
Member |
Lee, Hsiang-Yun |
9 |
- |
100 |
- |
| Member | Lin, Cheng-Hsien | 8 | 1 | 88.89 | - |
【Note】The attendance rate (%) is computed by taking the number of attendance in person divided by number of meetings held during terms of office.
委員會成員及會議召開情形相關資料請連結至公開資訊觀測站查詢http://mops.twse.com.tw/mops/web/t100sb03_1
本屆審計委員會截至113年12月31日之議決事項及董事會決議結果如下:
|
Compensation Committee |
Contents of Motion |
Resolutions |
Resolutions of the Board of Directors |
||
|---|---|---|---|---|---|
|
2nd term |
|||||
| 1st | September 21,2023 |
1.Consolidated financial statements for the three months ended March 31, 2023 2.The Company directly invest and establish a 100% owned Vietnam subsidiary |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. | Approved | |
| 2nd | September 21,2023 |
1.The Company directly invest and establish a 100% owned Thailand subsidiary. |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. | Approved | |
|
3rd |
October 26,2023 |
1.Consolidated financial statements for the nine months ended September 30, 2023 |
The proposals were passed after the convener consulted all attending members and no objection was raised. |
Approved |
|
|
4th |
December 22,2023 |
1.2024 internal audit plan |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. |
Approved |
|
|
5th |
March 5,2024 |
1.2023 business report and financial statements 2.2023 earnings distribution 3.Amendment of the “Procedures for Acquisition and Disposal of Assets” 4.Amendment of the “Audit Committee Charter” 5.Evaluated the independence and competency of attesting CPAs for 2024 6.Appointment and fees of the attesting certified public accountant for 2024 7.2023 Statement on Internal Control |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement |
Approved |
|
|
6th |
April 25,2024 |
1.Consolidated financial statements for the three months ended March 31, 2024 |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. |
Approved |
|
|
7th |
July 24,2024 |
1.Consolidated financial statements for the six months ended June 30, 2024 2.Increase investment in subsidiary Dynapack Technology (Thailand) Co., Ltd. |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. |
Approved |
|
| 8th |
October 30,2024 |
1.Consolidated financial statements for the nine months ended September 30, 2024 2.Amendment of the “Internal Control Systems” |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. | Approved | |
| 9th |
December 25,2024 |
1.Amendment of “internal audit implementation rules” 2.2025 internal audit plan |
The motions were approved after the convener consulted all attending members and obtained unanimous agreement. | Approved | |
