ESG
Corporate Governance

Remuneration Committee

According to the Company's Remuneration Committee Charter, the members of this committee are appointed by the board of directors. The number of members shall be no less than three. The committee shall have at least one independent director to participate, and all members shall elect the independent director as the convener. The Remuneration Committee shall be convened at least twice a year.
 
 
 

Members of Remuneration Committee

Position

 Name

Major academic and career achievements

Other position

Convener

 Kuo-Pin Kao
 

Bachelor, Department of economics, National Chung Hsing University
 

Chairman, P&L Investment Corp.

Member

Yu-Sheng Tsai
 

◆ Bachelor, National Chung Hsing University(Now National Taipei University)
◆ Master of Law, Fu Jen Catholic University
◆ EMBA, National Chengchi University
◆ Pass of the Bar Examination
 

◆ Lawyer of Legal Aid Foundation
◆ Arbitrator of Chinese Arbitration Association, Taipei
◆ Lawyer of honor, Small and Medium Enterprise Administration, Ministry of Economic Affairs
◆ Managing Attorney, Genda Law Firm
◆ Independent Director,Audit Committee member and Compensation Committee convener, Lian Fa International Dinng Business Corp.
◆ Chief Compliance Officer, Quilter International Enterprise Co., LTD.

Member

Allen Y Chao
 

◆ Ph.D., Purdue University, College of Pharmacy
◆ Founder and CEO, Watson Pharmaceuticals
 

◆ Representative of Corporate Board Director, Tanvex Biologics Corp.
◆ Representative of Corporate Board Director, Tanvex Biologics Inc.
◆ Board Director, Ansun BioPharma Inc.
◆ Independent Director, Lian Fa International Dinng Business Corp.
◆ Board Director, Mithra Biotechnology In.
 
 

Operation of Remuneration Committee

◆ The Company has a Remuneration Committee composed of three members.

◆ Term of service: May 30, 2022 to May 29, 2025.

◆ The Company had convened four Remuneration Committee meetings in 2023 with the following attendance:
 

Position

 Name Number of actual attendance Number of proxy attendance

Actual attendance rate (%)

Convener

 Kuo-Pin Kao 5 0 100%

Member

Yu-Sheng Tsai

 5 0 100%

Member

Allen Y Chao

 4 1 80%
 

Discussion from the Remuneration Committee in 2023, resolutions, and ways the Company handled opinions from committee.
 

Meeting Date

 Resolutions Resolutions and opinions
of all members

the Company’s disposition of opinions provided by the Remuneration Committee

2023.01.13

Motion for compensation adjustment proposal for Independent Directors of the Company.

 Approved by all members
of the committee.

Approved as proposed and reported to

the Board of Directors for resolution.
2023.05.09

Motion for determining the Company's "CL-137 Directors and Functional Committee Compensation Payment Regulations" and "CL-138 Executive Compensation Regulations".

Motion for the Company's Second Issuance of Employee Stock Option Certificates following the Company's initial issuance of employee stock options in 2022 and providing a stock option plan for executives.

Motion for the Company's 2022 Executive Performance Bonus Disbursement Proposal.
2023.08.09

Appointment Proposal for the Vacant Position of Finance and Accounting Department Director following the Resignation of the Incumbent Director.
2023.12.28

Motion for establishment of a Security Officer of the Company and his Compensation Package.

Motion for Change in Leadership of the Administrative Management Division and his Compensation Adjustment Proposal.
 
 
 

Other items that shall be disclosed 
 

If the Board of Directors chooses not to adopt or revise recommendations proposed by the Remuneration Committee, the date of the Directors’ Meeting, session, contents of proposals, results of meeting resolutions, and the Company’s disposition of opinions provided by the Remuneration Committee shall be described in detail (also, where the salary and compensation approved by the Directors’ Meeting is better than that recommended by the Remuneration Committee, the differences and the reason for the approval shall be described in detail): None.

 

According to the Company's Remuneration Committee Charter, the members of this committee are appointed by the board of directors. The number of members shall be no less than three. The committee shall have at least one independent director to participate, and all members shall elect the independent director as the convener.

The Remuneration Committee shall be convened at least twice a year.
 
 
 

Members of Remuneration Committee

◆ Position: Convener
◆ Name: Kuo-Pin Kao
◆ Major academic and career achievements:
- Bachelor, Department of economics, National Chung Hsing University
◆ - Bachelor, Department of economics, National Chung Hsing University
- Chairman, P&L Investment Corp.
 

◆ Position: Member
◆ Name: Yu-Sheng Tsai
◆ Major academic and career achievements:
- Bachelor, National Chung Hsing University (Now National Taipei University)
- Master of Law, Fu Jen Catholic University
- EMBA, National Chengchi University
- Pass of the Bar Examination
◆ Other position:
- Lawyer of Legal Aid Foundation
- Arbitrator of Chinese Arbitration Association, Taipei
- Lawyer of honor, Small and Medium Enterprise Administration, Ministry of Economic Affairs
- Managing Attorney, Genda Law Firm
- Independent Director,Audit Committee member and Remuneration Committee convener, Lian Fa International Dinng Business Corp. 
-Chief Compliance Officer, Quilter International Enterprise Co., LTD.
 

◆ Position: Member
◆ Name: Allen Chao
◆ Major academic and career achievements:
- Ph.D., Purdue University, College of Pharmacy
- Founder and CEO, Watson Pharmaceuticals
◆ Other position:
- Representative of Corporate Board Director, Tanvex Biologics Corp.
- Representative of Corporate Board Director, Tanvex Biologics Inc.
- Board Director, Ansun BioPharma Inc.
- Independent Director, Lian Fa International Dinng Business Corp.
- Board Director, Mithra Biotechnology In.
 
 

Operation of Remuneration Committee

◆ The Company has a Remuneration Committee composed of three members.

◆ Term of service: May 30, 2022 to May 29, 2025.

◆ The Company had convened four Remuneration Committee meetings in 2023 with the following attendance:

Position

 Name Number of actual attendance Number of proxy attendance

Actual attendance rate (%)

Convener
 

Kuo-Pin Kao
5 0 100%

Member
 

Yu-Sheng Tsai
5 0 100%

Member
 

Allen Y Chao
4 1 8%

Discussion from the Remuneration Committee in 2023, resolutions, and ways the Company handled opinions from committee.
 

Meeting Date

 Resolutions Resolutions and opinions
of all members

the Company's disposition of opinions provided by the Remuneration Committee

2023.01.13

Motion for compensation adjustment proposal for Independent Directors of the Company.

 Approved by all members
of the committee.

Approved as proposed and reported to

the Board of Directors for resolution.

2023.05.09

Motion for determining the Company's "CL-137 Directors and Functional Committee Compensation Payment Regulations" and "CL-138 Executive Compensation Regulations".

Motion for the Company's Second Issuance of Employee Stock Option Certificates following the Company's initial issuance of employee stock options in 2022 and providing a stock option plan for executives.

Motion for the Company's 2022 Executive Performance Bonus Disbursement Proposal.

2023.08.09

Appointment Proposal for the Vacant Position of Finance and Accounting Department Director following the Resignation of the Incumbent Director.

2023.12.28

Motion for establishment of a Security Officer of the Company and his Compensation Package.

Motion for Change in Leadership of the Administrative Management Division and his Compensation Adjustment Proposal.
 
 
 

Other items that shall be disclosed

If the Board of Directors chooses not to adopt or revise recommendations proposed by the Remuneration Committee, the date of the Directors’ Meeting, session, contents of proposals, results of meeting resolutions, and the Company’s disposition of opinions provided by the Remuneration Committee shall be described in detail (also, where the salary and compensation approved by the Directors’ Meeting is better than that recommended by the Remuneration Committee, the differences and the reason for the approval shall be described in detail): None.

 

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