Remuneration Committee

To ensure sound corporate governance and reasonable remuneration, the Committee shall diligently perform the following duties with the care of a prudent administrator.

The Committee shall diligently perform the following duties with the care of a prudent administrator, and submit its recommendations to the Board of Directors for discussion.

1. Establish and regularly review the policies, systems, standards, and structures for performance evaluation and remuneration of directors, supervisors, and managers.

2. Regularly evaluate and determine the remuneration for directors, supervisors, and managers.

Information of the 6th-Term Committee Members

MembersTitleNameKey Experience and EducationProfessional Qualifications and Experience
ConvenerIndependent DirectorLynette Ling-Tai CHOU
  • PhD of Accounting, University of Houston
  • Dean of Student Affairs, Deputy Dean of the College of Commerce, and Department Chair of Accounting at National Chengchi University
  • Managing Supervisor, Taiwan Public Television Services
The Company's independent director, convener of the Remuneration Committee and member of the Audit Committee, Risk Management Committee, Nomination Committee and Corporation Sustainable Development Committee.
Ms. Lynette Ling-Tai CHOU has more than 30 years' experience in accounting and audit. She is the independent director of Next Commercial Bank Co., Ltd. and has expertise in accounting, audit, industrial knowledge, corporate sustainability, and international markets. During her tenure as an independent director of the company, Ms. Chou has provided appropriate advice and guidance on the company's auditing, finance, and business analysis. The company will continue to rely on her expertise to monitor the company's operations.
Committee MemberIndependent DirectorVictor WANG
  • EMBA, National Taiwan University
  • Former Chief Operating Officer and Vice Chairman of Audit Services Department at Deloitte Taiwan
The Company's independent director, convener of the Audit Committee, Nomination Committee and member of the Remuneration Committee, Risk Management Committee, Corporate Sustainable Development Committee and Information Security Management Committee.
Mr. Victor WANG has served three terms as an independent director of the Company, was deputy chairman of Deloitte Taiwan, is the director of Yageo Corporation, independent director of Taiwan Navigation Co., Ltd. and DACIN Construction Co., Ltd. and director/ independent director of various public companies. Mr. Wang has more than 30 years’experience in financial accounting. He has expertise in operational management, crisis management, industrial knowledge, corporate sustainability, and international markets. During the period as the independent director of the company, he provides appropriate advice and guidance on company's auditing, finance and business analysis. The Company will continue to rely on his expertise in supervising the Company's operation.
Committee MemberIndependent DirectorSherry S. L. LIN
  • National Taiwan University, Department of Law
  • Chairman, Bar Koo Investment Corporation
  • Special Consultant at Lee and Li, Attorneys-at-Law
The Company's independent director, convener of the Risk Management Committee, and member of the Audit Committee, Remuneration Committee, Nomination Committee, Corporation Sustainable Development Committee and Information Security Management Committee.
Ms. Sherry S. L. LIN serves as a senior advisor at Lee and Li, Attorneys-at-Law, currently an independent director of Cathay Real Estate Development Co., Ltd., and previously a director of multiple listed companies. With over 40 years of experience in handling legal, financial, and other projects in various industries, she possesses professional capabilities in operational management, crisis management, industry knowledge, corporate sustainability, and international markets. She provides appropriate advice and guidance on the company's auditing, finance, and M&A activities, and her expertise is instrumental in the ongoing supervision of the company's operations.
Committee MemberIndependent DirectorRuu-Tian CHANG
  • MBA, University of Minnesota System
  • Executive Vice President, Gartner Group Taiwan Limited
The Company's independent director, convener of the Information Security Management Committee and member of the Audit Committee, Remuneration Committee and Risk Management Committee.
Ms. Ruu-Tian CHANG has more than 20 years’ experience in IT, currently as Executive Vice President of Gartner Group Taiwan Limited and previously CIO of CTBC Financial Holding Co and director of multiple listed companies., Ltd., she possesses professional capabilities in operational management, crisis management, industry knowledge, corporate sustainability, international markets and more. The Company will continue to rely on her expertise is instrumental in the ongoing supervision of the company's operations.
Committee MemberIndependent DirectorMan-Jung CHAN
  • PHD of Political Economy Boston University
The Company's independent director, member of the Audit Committee, Remuneration Committee, Risk Management Committee, Nomination Committee.
Ms. Man-Jung Chan currently serves as the Honorary Chief Strategy Officer of Health Asia Co., Ltd. She previously held the position of Independent Director at Standard Chartered Bank (Taiwan) and is a distinguished scholar in political economy, with extensive experience across academia, government, and industry. With over 30 years of expertise in international trade and economics, she possesses strong competencies in operational management, international markets, risk management, and corporate sustainability. The company continues to leverage Ms. Chan's professional insights to ensure effective oversight of its operations.

Operation of the Remuneration Committee Across Each Term

The 6th Term
The 5th Term
The 4th Term

Attendance of the 6th Remuneration Committee in 2025: 5 meetings held.

MembersNumber of MeetingsNumber of AttendancesNumber of Absences or Attendances by ProxyAttendance %Remarks
Victor WANG550100% 
Lynette Ling-Tai Chou550100% 
Sherry S. L. Lin550100% 
Ruu-Tian CHANG550100% 
Man-Jung CHAN330100%The Company held a by-election for one independent director at the shareholders' meeting on May 27, 2025.

Information on the 6th Remuneration Committee meeting in 2025: meetings, reviews, and evaluations of TCC's remuneration.

 

Meeting DateKey Agenda DetailsResolution ResultTCC's Response to Committee Members' Opinions
March 12, 2025
  • The proposal to amend certain provisions of the company's Articles of Incorporation is respectfully submitted for review.
  • The proposal to define the scope of the company's  non-executive employees is respectfully submitted for review.
  • Proposal for TCC's 2024 distribution of employee and director remuneration is hereby submitted for review.
  • Proposal to determine the 2024 distribution ratio of remuneration for the Chairman and Directors is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
November 12, 2025
  • Proposal for the appointment of TCC's Manager is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
December 4, 2025
  • Proposal to establish the 2026 performance-based employee (including managers) salary adjustment plan is hereby submitted for review.
  • Proposal for the total amount of 2025 performance bonuses (including managers) is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.

Attendance of the 5th Remuneration Committee in 2024: 3 meetings held.

MembersNumber of MeetingsNumber of AttendancesNumber of Absences or Attendances by ProxyAttendance %
Yu-Cheng Chiao330100%
Victor WANG330100%
Lynette Ling-Tai Chou330100%
Mei-Hua Lin330100%
Sherry S. L. Lin330100%

Information on the 5th Remuneration Committee meeting in 2024: meetings, reviews and evaluation of TCC's remuneration.

Meeting DateKey Agenda DetailsResolution ResultTCC's Response to Committee Members' Opinions
March 20, 2024
  • Proposal for TCC's 2023 distribution of employee and director remuneration is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
  • Proposal to determine the 2023 distribution ratio of remuneration for the Chairman and Directors is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.

Attendance of the 5th Remuneration Committee in 2023: 7 meetings held.

MembersNumber of MeetingsNumber of AttendancesNumber of Absences or Attendances by ProxyAttendance %
Yu-Cheng Chiao770100%
Victor WANG770100%
Lynette Ling-Tai Chou770100%
Mei-Hua Lin770100%
Sherry S. L. Lin76185%

Information on the 5th Remuneration Committee meeting in 2023: meetings, reviews and evaluation of TCC's remuneration.

Meeting DateKey Agenda DetailsResolution ResultTCC's Response to Committee Members' Opinions
January 4, 2023
  • Proposal for the promotion of TCC's internal managers is hereby submitted for review.
  • Proposal to establish the 2023 performance-based employee (including managers) salary adjustment plan is hereby submitted for review.
  • Proposal to establish the 2023 performance-based employee (including managers) salary adjustment plan is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
February 24, 2023Proposal for TCC's internal managers to subscribe to the treasury stock plan is hereby submitted for review.Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
March 24, 2023
  • Proposal for TCC's 2022 distribution of employee and director remuneration is hereby submitted for review.
  • Proposal to determine the 2022 distribution ratio of remuneration for the Chairman and Directors is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
April 28, 2023Proposal for TCC's internal managers to subscribe to the treasury stock plan is hereby submitted for review.Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
December 21, 2023
  • Proposal to establish the 2024 performance-based employee (including managers) salary adjustment plan is hereby submitted for review.
  • Proposal for the total amount of 2023 performance bonuses (including managers) is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.

Attendance of the 5th Remuneration Committee in 2022: 7 meetings held.

MembersNumber of MeetingsNumber of AttendancesNumber of Absences or Attendances by ProxyAttendance %
Yu-Cheng Chiao76186%
Victor WANG770100%
Lynette Ling-Tai Chou770100%
Mei-Hua Lin770100%
Sherry S. L. Lin770100%

Information on the 5th Remuneration Committee meeting in 2022: meetings, reviews and evaluation of TCC's remuneration.

Meeting DateKey Agenda DetailsResolution ResultTCC's Response to Committee Members' Opinions
January 5, 2022
  • Proposal apply the same 2022 performance-based salary adjustment rate for managers as for all employees is hereby submitted for review.
  • Proposal for the total amount of 2021 performance bonuses for managers is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
April 11, 2022
  • Proposal for the appointment of TCC's Manager "Chief Information Security Officer" is hereby submitted for review.
  • Proposal for TCC's 2021 distribution of employee and director remuneration is hereby submitted for review.
  • Proposal to determine the 2021 distribution ratio of remuneration for the Chairman and Directors is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
November 10, 2022
  • Proposal for the appointment of TCC's Chief Financial Officer is hereby submitted for review.
  • Proposal for the resignation of TCC's President is hereby submitted for review.
  • Proposal for the appointment of TCC's President is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.

Attendance of the 5th Remuneration Committee in 2021: 2 meetings held.

MembersNumber of MeetingsNumber of AttendancesNumber of Absences or Attendances by ProxyAttendance %
Yu-Cheng Chiao220100%
Victor WANG220100%
Lynette Ling-Tai Chou220100%
Mei-Hua Lin220100%
Sherry S. L. Lin21150%

Information on the 5th Remuneration Committee meeting in 2021: meetings, reviews and evaluation of TCC's remuneration.

Meeting DateKey Agenda DetailsResolution ResultTCC's Response to Committee Members' Opinions
August 12, 2021
  • Proposal to determine the remuneration and attendance fees for the 24th Chairman and Directors of TCC is hereby submitted for review.
  • Proposal to determine the remuneration and attendance fees for the 24th Independent Directors TCC is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
December 22, 2021
  • Proposal to establish the 2022 performance-based employee (including managers) salary adjustment plan is hereby submitted for review.
  • Proposal for the total amount of 2021 performance bonuses (including managers) is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.

Attendance of the 4th Remuneration Committee in 2021: 4 meetings held.

MembersNumber of MeetingsNumber of AttendancesNumber of Absences or Attendances by ProxyAttendance %
Yu-Cheng Chiao330100%
Victor WANG330100%
Sheng Chih-Jen330100%
Lynette Ling-Tai CHOU330100%

Information on the 4th Remuneration Committee meeting in 2020: meetings, reviews, and evaluations of TCC's remuneration.

Meeting DateKey Agenda DetailsResolution ResultTCC's Response to Committee Members' Opinions
January 28, 2021Proposal of the Company CEO’s 2020 annual bonus and remuneration packageUnanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
March 19, 2021
  • Proposal of the Company employees’ 2020 annual bonus and remuneration package
  • Proposal of the Company Chairperson’s and Directors’ 2020 annual bonus and remuneration distribution percentage
  • Proposal of adding retired employees’ policy to the Company’s Employee Stock Trust Program
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
May 12, 2021Proposal of adding terms for increasing deposits to the Company’s Employee Stock Trust ProgramUnanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.

Attendance of the 4th Remuneration Committee in 2021: 4 meetings held.

MembersNumber of MeetingsNumber of AttendancesNumber of Absences or Attendances by ProxyAttendance %
Yu-Cheng Chiao43175%
Victor WANG43175%
Sheng Chih-Jen440100%
Lynette Ling-Tai Chou440100%

Information on the 4th Remuneration Committee meeting in 2020: meetings, reviews, and evaluations of TCC's remuneration.

Meeting DateKey Agenda DetailsResolution ResultTCC's Response to Committee Members' Opinions
January 7, 2020Proposal to amend the procedure for transferring repurchased shares to employees is hereby submitted for review.Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
March 20, 2020
  • Proposal for TCC's 2019 distribution of employee and director remuneration is hereby submitted for review.
  • Proposal to determine the 2019 distribution ratio of remuneration for directors is hereby submitted for review.
  • Proposal for the 2019 distribution of annual bonus and remuneration for Managers is hereby submitted for review.
  • Proposal regarding the change to TCC's Managers is hereby submitted for review.
  • Proposal for TCC's 4th treasury stock repurchase plan is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
August 11, 2020Proposal for the consolidation of TCC's salary items is hereby submitted for review.Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.
December 15, 2020
  • Proposal for the salary and remuneration for the new audit supervisor is hereby submitted for review.
  • Proposal to establish the 2021 performance-based employee salary adjustment plan is hereby submitted for review.
  • Proposal for the total amount of 2020 performance bonuses is hereby submitted for review.
Unanimously approved by all committee members.Submitted to the Board of Directors and unanimously approved by all attending directors.