Enumeration Committee

In order to ensure a sound system for compensation of the Company’s directors and managerial officers, this Remuneration Committee Charter (hereinafter referred to as “this Charter”) is formulated pursuant to Article 3 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” (hereinafter referred to as “Regulations”) for compliance.

Except as otherwise provided by law or regulation or by the articles of incorporation, matters in connection with the official powers of the Remuneration Committee (hereinafter to as “the Committee”) shall be handled in accordance with this Charter.

The Company shall upload the content of this Charter to its website and the Market Observation Post System (MOPS) for public reference.

The functions of the Committee are to professionally and objectively evaluate the policies and systems for compensation of the Company’s directors and managerial officers, and submit recommendations to the board of directors for its reference in decision making.

The Committee shall consist of 3 members appointed by resolution of the board of directors; also, one of the three members shall serve as the convenor.
The professional qualifications and degree of independence of the Committee members shall meet the requirements set out in Articles 5 and 6 of the “Regulations.”

The office term of the Committee members shall be the same as that of the board of directors by whom they were appointed.
When a Committee member is dismissed for any reason, resulting in there being less than three members, a board meeting to make a new appointment shall be held within 3 months from the date of occurrence.

The Committee shall exercise the due diligence of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion:

1. Ensure that the Company’s remuneration arrangements comply with governing laws and regulations and are sufficient to recruit outstanding talent.
2. Performance evaluation and remunerations of directors and managerial officers shall take into account the general remuneration levels in the industry, individual performance evaluation results, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the remuneration paid to employees holding equivalent positions in recent years; in other words, evaluate the reasonableness of the correlation between personal performance and the Company’s operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of the Company.
3. There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the Company.
4. For directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of the Company’s business.
5. Reasonableness shall be taken into account when the contents and amounts of the remuneration of the directors and managerial officers are set. It is not advisable for decisions on the remuneration of the directors and managerial officers to run contrary to financial performance to a material extent. It is not advisable for said remuneration to be higher than that in the preceding year in the event of a material decline in profits or of long-term losses. If it is still higher than that in the preceding year, the reasonableness shall be explained in the annual report and reported at a shareholders’ meeting.
6. No Committee member may participate in discussion and voting when the Committee is deciding on that member’s individual remuneration. “Compensation” as stated in the preceding two paragraphs includes cash compensation, stock options, profit sharing and stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures. Its scope shall be consistent with the remuneration for directors and managerial officers as set out in the “Regulations Governing Information to be Published in Annual Reports of Public Companies.”

If the decision-making and handling of any matter relating to the remuneration of directors and managerial officers of a subsidiary is delegated to the subsidiary but requires ratification by the Company’s board of directors, the Committee shall be asked to make recommendations before the matter is submitted to the board of directors for deliberation.

The Committee meetings shall be held at least 4 times a year. In convening the Committee meeting, a notice setting forth the subjects to be discussed at the meeting shall be given to each member at least 7 days in advance. In emergency circumstances, however, the meeting may be convened on shorter notice.
One of the three independent directors who serve as the Committee members shall be elected by all members as the convener and meeting chair. If the convener takes leave or is unable to convene a meeting for any reason, the convener shall appoint another independent director on the Committee to act in his or her place. If there is no other independent director on the Committee, the convener shall appoint another Committee member to act on his or her behalf. If the convener does not make such an appointment, a member of the Committee shall be elected by and from among the other members on the Committee to serve as convener.

The Committee’s meeting agenda shall be drafted by the convener. Other members may submit motions to the Committee for discussion.
Meeting agendas shall be forwarded to the Committee members in advance.
When the Committee meeting is convened, an attendance book shall be made available for sign-in by the Committee members in attendance and thereafter made available for reference.
The Committee members shall attend the meeting in person. If a member is unable to attend the meeting in person, the member may appoint another member to attend as his or her proxy. Attending a meeting via telecommunications will be deemed attendance in person.
A member of the Committee that appoints another member as proxy to attend a meeting shall in each instance issue a written proxy stating the scope of authorization with respect to the items on the meeting agenda.
The proxy under Paragraph 3 may accept a proxy from one person only.

Resolutions reached at the Committee meeting shall be adopted with the consent of one half or more of the entire membership. When a matter comes to a vote at a Committee meeting, if upon inquiry by the meeting chair no member voices an objection, the matter will be deemed approved with the same effect as approval by vote.
The voting results as stated in the preceding paragraph shall be reported immediately at the end of voting and recorded.

Discussions at the Committee meeting shall be included in the meeting minutes, which shall faithfully record the following:

1. The session, time, and place of the meeting.
2. The name of the meeting chair.
3. Attendance of the Committee members at the meeting, specifying the names and the number of members present, excused, and absent.
4. The names and titles of those attending the meeting as non-voting participants.
5. The name of the minute taker.
6. The matters reported at the meeting.
7. Agenda items: the method of resolution and the result for each proposal, and any objections or reservations expressed by any member.
8. Extraordinary motions: The name of the proposer; the method of resolution and the result for each motion; a summary of the comments of the Committee members, experts, and other persons present at the meeting.
9. Other matters required to be recorded:

The attendance book constitutes part of the Committee meeting minutes; if the meeting is held via telecommunications, the audio and video materials also constitute part of the meeting minutes.
The Committee meeting minutes shall bear the signature or seal of both the meeting chair and the minute taker. A copy of the meeting minutes shall be distributed to each Committee member within 20 days after the meeting, and shall be presented to the board of directors and retained as important corporate records for 5 years. The meeting minutes may be produced and distributed in an electronic form.
If, before the expiration of the retention period as stated in the preceding paragraph, any litigation arises in connection with any matter relating to the Committee, the meeting minutes shall be preserved until the conclusion of the litigation.

The execution of tasks relating to resolutions adopted by the Committee in accordance with its duties under Article 7, or subsequent work resolved to be delegated to professionals pursuant to Article 13, Paragraph 2, may be delegated to the convener or other Committee members for follow-up, with a written report to be presented to the Committee during the implementation period. When necessary, the matter shall be presented for ratification or a report made at the next Committee meeting.

The Committee when calling a meeting may request directors, managing officers of relevant departments, internal auditors, certified public accountants, legal consultants, or other personnel of the Company to attend the meeting as non-voting participants and to provide pertinent and necessary information.
The Committee may resolve to retain the service of an attorney, certified public accountant, or other professional at the Company’s expense to conduct a necessary audit or to provide advice on matters relating to the exercise of the Committee’s powers.

This Charter shall take effect after having been submitted to and adopted by the board of directors. Subsequent amendments thereto shall be effective in the same manner.