Compensation Policy

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A. Directors

1.  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%." However, the Company's accumulated losses shall have first been covered. The Company shall distribute director compensation in cash. Employee compensation may be distributed in cash or in the form of shares. Employees eligible for compensation include employees of the Company and subsidiaries who meet the criteria set forth by the Board of Directors. The rate of directors' compensation and the method and rate of employees' compensation shall be determined by the Board of Directors with the vote of a majority of the directors present at a meeting attended by at least two-thirds of the directors, and shall be reported to the general shareholders' meeting. When calculating employee and director remuneration, 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" has established clear standards and procedures for the allocation of Director remuneration and has linked director remuneration to the Company's profitability and performance. The rate and amount of Directors' remuneration for the current year would be based on the performance of directors, the financial and operational performance of the company, the implementation of corporate governance and ESG, and the reasonableness of the correlation of future risks, and should take into account industry standards and be considered and approved by the Remuneration Committee and the Board of Directors, as well as reported to the Shareholders' Meeting.

  (3)  

The Chair's remuneration is determined by the Remuneration Committee and the Board of Directors, taking into account industry standards.

  (4)  

Remuneration for Directors of the Company shall be based on industry standards, taking into account their involvement and contributions to the Company's operations, as well as the overall operational performance of the Company and comprehensive evaluation of expected or actual risks.

  (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." Considering the higher responsibilities, risks, and time commitment of Independent Directors compared to regular Directors, in addition to attendance fees for functional committee meetings, reasonable safeguards should also be given to their annual remuneration 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, therefore, in the case of high profitability, the remuneration of Independent Directors shall remain the same as that of regular Directors, with a moderate link to performance. In the past two years, the Company has performed well in terms of profitability. Both Independent Directors and regular Directors received the same remuneration without any separate provisions.


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 monthly fixed basic salary and allowances, according to Article 36 of the company's "Articles of Incorporation," "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%. However, the Company's accumulated losses shall have been covered."; and take into consideration factors such as the overall annual operating results, individual performance, and future risks. The results of performance evaluation conducted by the Company in accordance with the "Employee Appraisal Standards". According to the "Regulations Governing Long-term Incentives," the Company shall calculate remuneration for managers after considering Non-financial performance indicators, as like ethical risk events or other risk events that have a negative impact on the corporate image and reputation or involve internal mismanagement or personnel malpractice and distribute it in proportion to Financial performance indicators, as like the target achievement rate, profitability, operational efficiency, and managers' contributions. Whenever necessary, the Company shall review the managers' remuneration system according to the business operations and laws and regulations. Remuneration under this structure aligns management reward and the company performance and reinforces the benefits of the investors.