Compensation Policy

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A. Directors

1.  In 2019, the total remuneration paid by the Company to Directors (excluding remuneration to those who serve as employees) accounted for 0.51% of the net profit after tax of the Company. The remuneration (excluding remuneration to those who serve as employees) paid by companies in the consolidated financial statements (including the Company) accounted for 0.74% of the net profit after tax of all companies. In 2018, the total remuneration paid by the Company to Directors (excluding remuneration to those who serve as employees) accounted for 0.66% of the net profit after tax of the Company. The remuneration (excluding remuneration to those who serve as employees) paid by companies in the consolidated financial statements (including the Company) accounted for 1.16% of the net profit after tax of all companies.‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬
2.  The Company's remuneration for Directors includes transportation and attendance allowances and remuneration.
  (1)   The payments for transportation and attendance allowances shall be processed in accordance with the "Payment Guidelines for Transportation and Attendance Allowances for Directors, Supervisors, and Consultants" adopted by the Board of Directors. If the independent directors of the Company concurrently act as the members of the Audit Committee, Remuneration Committee or Ethical Corporate Management Committee, attendance allowances will be paid in accordance with the respective committee charters, and no additional transportation allowance will be paid. The attendance allowances per attendance at the committee meetings shall be defined in the committee charters based on the independent directors' powers, risks, and time spent.
  (2)   Article 36 of the Company's "Articles of Incorporation" provides that "In the event the Company makes a profit during the fiscal year it shall set aside no less than 0.01% of the profits for employee remuneration. The remuneration for Directors shall be no higher than 1%. In case of an accumulated deficit, however, a sum shall first be reserved for offsetting the losses. The remuneration for Directors shall be distributed in cash. The employee remuneration may be distributed in stocks or cash and the recipients may include employees of subordinate companies meeting certain criteria, which the Board of Directors will be authorized to determine at its discretion. The distribution ratio of remuneration for Directors and the distribution method and ratio for employee remuneration shall be determined by the Board of Directors by a resolution adopted by a majority vote at a meeting attended by over two-thirds of the directors. A report of such distribution must also be presented at the shareholders meeting. When calculating employee and director remuneration, the profits of the current year (profits before tax deducted by pre-tax interest for distribution of remuneration to employees and directors) shall be deducted by accumulated deficit before calculating employee and director remuneration. The Articles of Incorporation have established the distribution standards and procedures for director remuneration and they link director remuneration to the Company's profitability and performance. The distribution ratio and amount of the annual director remuneration shall be reviewed and approved by the Remuneration Committee and the Board of Directors and reported to the shareholders' meeting.
  (3)   The remuneration for the Chairman of the Board shall be determined by the Remuneration Committee and the Board of Directors in accordance with prevailing rates of the industry.
  (4)   Director remuneration of the Company shall be distributed in accordance with prevailing rates of the industry based on individual participation and contribution to the Company's operations, the Company's overall operations and forecast, and risk factors that have already occurred.
  (5)   The "Regulations Governing the Evaluation of the Performance of the Board of Directors" were established by the Company on June 22, 2018 to evaluate the performance of the Board of Directors every year. The results of individual Directors' performance evaluation will be used as the basis for determining their individual remuneration.
  (6)  According to Article 5 of SinoPac Holdings' Rules Governing the Scope of Powers of Independent Directors, "The remuneration, compensation and service fees of the independent directors of the Company shall be collected in accordance with Articles 28-1 and 36 of the Company's Articles of Incorporation and the "Payment Guidelines for Transportation and Attendance Allowances for Directors, Supervisors, and Consultants," and may be different from those paid to regular directors as appropriate." As independent directors have more powers, risks and time spent than regular directors, independent directors shall be entitled to reasonable annual remunerations, in addition to attendance allowances for functional committee meetings, in the case of low profitability. In addition to supervising and giving independent opinions, independent directors are expected to provide strategic guidance and improve business performance together with other Board members. In case of high profitability, independent directors' remuneration link to their performance as regular directors. Over the past two years, SinoPac Holdings posted high profitability and did not define separate standards for independent directors' remunerations. Independent directors received the same remunerations as regular directors.


B. President & Executive Vice Presidents

 

The remuneration of the President and Executive Vice Presidents of SinoPac Holdings is commensurate with their respective professional standing and reference to industry standard and subject to the Company's Remuneration Committee and the final approval of the Board. In addition to the basic monthly salaries and subsidies, special bonus will be payable based on the overall performance results, personal performance, the potential risks and related internal policies of the Company. Remuneration under this structure aligns management reward and the company performance and reinforces the benefits of the investors. In 2019, the remuneration to the President and Executive Vice Presidents of SinoPac Holdings accounted for 0.88% of its corporate earnings. The remunerations to the Presidents and Executive Vice Presidents of the companies included in the consolidated financial statements of SinoPac Holdings accounted for 1.74% of its corporate earnings.

In 2018, the remuneration to the President and Executive Vice Presidents of SinoPac Holdings accounted for 0.82% of its corporate earnings. The remunerations to the Presidents and Executive Vice Presidents of the companies included in the consolidated financial statements of SinoPac Holdings accounted for 1.75% of its corporate earnings.