Compensation Policy
A. Directors |
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| 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 and Supervisors" 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, and Sustainable Development 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. |
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| (2) |
Article 36 of the Company's Articles of Incorporation provides that "If the Company has any earnings at the end of any given fiscal year, the Company shall allocate more than zero point 1 per-mille (0.1‰) of the remaining earnings distributable as employees’ compensation and not exceeding 1 percent (1%) of the remaining earnings distributable as compensation for the Directors. However, the Company’s accumulated losses, if any, shall have been covered. No less than 60 percent (60%) of employees’ compensation referred to in the preceding paragraph shall be allocated for compensation distributions to non-executive employees. Compensation for the Directors is paid in cash, whereas compensation for employees may be paid in either cash or stock shares of the Company. Employees eligible to receive stock bonus may include employees of the Company’s subsidiaries who meet certain criteria set forth by the Board. The distribution ratio of compensation for Directors, and the distribution form and ratio of employees’ compensation shall be approved by a resolution adopted by a majority of the Directors present at a Board meeting with a supermajority attendance by the Directors. The calculation basis of compensation for employees and the Directors is the Company’s net earnings in the given fiscal year (i.e., pre-tax income taking off compensation distributable for employees and the Directors from the balance of the current period) offsetting the Company’s accumulated losses." 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. |
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| (3) |
The Chair's remuneration is determined by the Remuneration Committee and the Board of Directors, taking into account industry standards. |
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| (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. |
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| (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. |
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| (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 and Supervisors,' 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. 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. |
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The remuneration of the Company’s President and Executive Vice Presidents is determined based on a comprehensive evaluation of individual professional qualifications, positions and responsibilities, and prevailing market compensation levels, and is reviewed by the Remuneration Committee before being submitted to the Board of Directors for approval. In addition to fixed monthly base salary and allowances, performance bonuses and long-term incentive awards may be granted pursuant to the Company’s relevant regulations, taking into account the Company's medium- and longterm strategies, overall annual operating performance, individual performance, and future risk considerations. The determination of variable remuneration, including bonuses, for managerial officers is based on a comprehensive evaluation of the Company’s overall annual operating results, individual performance, and future risk factors. Performance evaluations are conducted in accordance with the "Employee Appraisal Standards," and the evaluation results serve as the primary basis for determining remuneration levels. Furthermore, pursuant to the "Regulations Governing Longterm Incentives," the Company has established an evaluation framework that integrates both financial and non-financial indicators. Non-financial indicators include, among others, involvement in ethical risk incidents, impacts on corporate governance, human resource performance, sustainability and internal control indicators, and the occurrence of risk events. Financial indicators encompass target achievement rates, profitability performance, operating efficiency, and individual contributions. The Company continuously reviews and adjusts its executive compensation framework in line with actual operating conditions and applicable regulatory requirements to ensure that managerial officer's remuneration remains closely aligned with the Company’s business performance, while maintaining long-term operational stability and protecting shareholders’ interests. |
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