Procedure for Establishing the Remuneration Committee and Appointment Information
- In order to provide a strong organizational governance framework, WIN formed the Audit Committee in June 2022 in accordance with the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.
- The Committee shall be exclusively composed of independent directors, with no fewer than three members. One member shall serve as the convenor, and at least one member shall have expertise in accounting or finance.
- Each of the Committee’s independent directors will serve a three-year term and be eligible for reelection. In the event of dismissal for any reason, resulting in the number of members falling below the aforementioned requirements or those stipulated in the articles of incorporation, a by-election shall be held at the next shareholders’ meeting. If all independent directors are dismissed, the company shall convene an extraordinary shareholders’ meeting within 60 days from the date of the occurrence to hold a by-election.
- The first audit committee is composed of four independent directors: Mr. Chang-Chiao Han, Mr. Kuo-Lung Yen, Mr. Ying-Li Lin, and Ms. Nien-Ni Ku. Their terms of office start from on June 17, 2022, and ends on June 16, 2025.
Remuneration Committee Duties
The following are the responsibilities of the Remuneration Committee as stated in its articles of association, and the Board of Directors will discuss the recommendations the committee proposes:
- Periodically review articles of association and propose amendments.
- Set up and periodically review the performance, remuneration policy, system, standards, and structure for directors and managers.
- Periodically evaluate the remuneration of directors and managers.
When performing foregoing duties, the remuneration committee shall follow the principles listed below:
- Ensure that the company’s salary and benefits comply with relevant regulations and are sufficient to attract excellent employee.
- Taking into consideration the amount of time invested by the individual, the responsibilities of the individual, the accomplishment of the individual’s goals, the performance of the individual in other positions, the salaries and benefits offered by the company to individuals in comparable positions in recent years, the achievement of the company’s short-term and long-term business goals, the financial condition of the company, etc., the performance of directors and managers should be evaluated and their salaries and benefits should be determined by reference to industry norms. A relationship between an individual’s performance and the company’s business performance and future hazards should also be evaluated by the company.
- It shall not produce an incentive for the directors or managers to engage in activity to pursue remuneration exceeding the risks that the company may tolerate.
- The percentage of bonus to directors and senior managers for short-term performance and the timing of payment of part of the variable remuneration should be determined by taking into account the characteristics of the industry and the nature of the Company’s business.
- Committee members are not permitted to vote or participate in discussions regarding their own salaries and benefits.