GOVERNANCE Corporate Governance

Corporate Governance Practice Team

The Company has set up a "Corporate Governance Practice Team", with the president as the convener, and is composed of personnel appointed by the Corporate Planning Division, the Human Resources General Affairs Division, the Food Safety Office, and the OEM Technology Division.
    The main responsibilities are as follows:

  1. Review and revise the Company’s organizational structure and management rules in order to comply with laws and regulations, establish an effective corporate governance structure, protect shareholders’ rights and interests, strengthen the functions of the Board of Directors, respect the rights and interests of stakeholders, improve information transparency, and report to the Board of Directors once a year on the implementation status as well as measures taken and implementation effectiveness.
  2. Before the meeting of the Board of Directors is convened, the opinions of all directors are to be solicited in order to plan and draft the meeting agenda, and relevant meeting materials shall be provided seven days prior to the meeting to facilitate the review by the directors.
  3. The Shareholders Meeting shall register the meeting date within the prescribed time limit under the law every year, and prepare and file the meeting notice; meeting handbook and minutes within the prescribed time limit under the law.
  4. Examine annually the compliance status of the corporate governance evaluation for review and make improvement.


Operation and execution status

Implementation of corporate governance

  1. The Company has established the Code of Corporate Social Responsibility Practice. In order to implement the execution and management of corporate social responsibility, the "Corporate Social Responsibility (CSR) Committee" has been set up with the president as the chairman, and is divided into four major teams: "Corporate Governance", "Product Value and Management Policy", "Environment and Energy" as well as "Employee Development and Care" to be in charge of corporate social responsibility policies. For related results, please refer to the Company's Corporate Social Responsibility Report.
  2. The Company often promotes the concept of corporate social responsibility for employees through daily morning meetings, and the human resources unit plans related education and training.
  3. In order to implement the execution and management of corporate social responsibility, the Company’s Corporate Planning Division advances the establishment of the "Corporate Social Responsibility (CRS) Committee" with the president as the chairman, which is divided into four major teams to take charge of promoting various CSR plans and formulating corporate social responsibility policies to be approved by the Board of Directors, and report the implementation status to the Board of Directors.
  4. All salary and remuneration policies of the Company must be reviewed by the Remuneration Committee to confirm their reasonableness. Secondly, the Company has also set up a Rewards and Disciplinary Committee to handle all reward and disciplinary cases in a fair and impartial manner. These reward and disciplinary cases are regularly used to let employees understand the determination of the Company to implement properly the various standards. Finally, the requirements for employee ethics have been the constant persistence since the establishment of the Company. Therefore, employee performance appraisal must be based on the compliance with the Company's ethical standards as the most basic indicator.

Development of a sustainable environment

  1. In order to cut down on the consumption of resources and reduce the impact on the environment, we have reduced the volume from the source and cooperate with the OEM plant to minimize as far as possible the use of packaging materials for our own products. For Tetra Pak products, we began to select packaging materials that are certified by the Forest Stewardship Council (FSC).
  2. In order to implement employees' awareness of safety and health and provide a high-quality working environment, the Company often advocates safety and health related issues at morning meetings and continues to promote a safety and health culture.
  3. As severity global warming increases, the Company is also aware of the importance of energy saving and carbon reduction. We tackle this problem from by looking into the improving the equipment and promote energy conservation. The power is mainly used in the electricity in the office for air-conditioning and lighting. To reduce the power consumption of air-conditioning, after the chiller unit of the original central air-conditioning system was replaced by split-type air-conditioning system after they broke down. At the same time, reducing the operating time of split-type air-conditioning. All lights will be turned off during the lunch break to reduce energy consumption, and paperless operations in the office area and use of electronic invoices are implemented. We also promote the use of wastepaper during morning meeting from time to time and remind every meeting room user to turn off the air-conditioning and lights after use.

Maintenance of social welfare

  1. The Company complies with relevant labor laws and regulations, as well as interacts rationally and maintains a good relationship with employees.
  2. The Company's employee complaint channel is the human resources unit, which is advocated to employees at the morning meeting to ensure that employees are aware of the complaint mechanism. The human resources unit is in charge of the subsequent proceeding to understand and properly handle the case.
  3. The Company provides employees with a safe and healthy working environment, conducts regular employee health checks, and assigns personnel to participate in external occupational safety and health education training. In addition, we provide a complete and sound salary and welfare system, and handle employee retirement matters in accordance with the provisions of the Labor Standards Act and the Labor Pension Act.
  4. The Company holds daily morning meetings to remind various operational matters and major operational changes that have a significant impact. The heads of each unit will inform the employees in a reasonable manner.
  5. The Company develops career capabilities training programs for the employees, and conducts relevant education and training.
  6. The Company has formulated relevant consumer protection policies, has a dedicated consumer service line, and has a dedicated person to record consumer complaints and the business and quality assurance units to perform subsequent customer complaint handling and customer service.
  7. The Company values and adheres to the responsibility for products and marketing ethics, following the relevant government laws and regulations to ensure the transparency and safety of product labeling and service information.
  8. Before the Company interacts with suppliers, suppliers are required to sign the supplier commitment letter to confirm that the suppliers understand the Company's sunshine and transparency policy. When conducting supplier evaluation, whether the supplier violates laws and regulations is included in the supplier evaluation standards.
  9. After the Company confirms the transaction with the main supplier, both parties must sign a purchase and sale agreement, which specifies the terms of corporate social responsibility: Party A and Party B shall abide by the corporate social responsibility policy, and the way the Company operates shall conform to ethical, and legal standards as well as requirements made by the public, and shall consider its impact on the society and the natural environment. If any party violates the corporate social responsibility policy, the other party may terminate or cancel the agreement at any time.




Operating situation of the Board of Directors:
1. Background of the Board of Directors members
Name Gender Academic Background Professional Experience Business Judgment Business Management Accounting and Finance Business and Economics Crisis Management Industrial Experience International Market Outlook Leadership Ability Decision-making Ability
Huang, Jui-tien Male The Institute of Marketing and Distribution Management, National Kaohsiung First University of Science and Technology
President of President Chain Store Corporation  
Business Management v v v v v v v v v
Luo, Chi-hsian Male The Enterprise Research Institute, University of California, Los Angeles, United States
Executive Vice President of President Chain Store Corporation
Business Management v v v v v v v v v
Liu, Tsung-yi Male Master of Business Administration, Graduate School of Business Administration, National Taiwan University Business Management v v v v v v v v v
Chai, Chia-ming Female Master of Law, University of Washington
attorney at law at Root Law Firm
Law v v v v v v v v v
Liao, Ying-chi Male Master of Law, Harvard University in the United States
Vice President of Chailease Finance Co., Ltd.
Law v v v v v v v v v
Hsu, Ying-chie Male Master of Business Studies, Keio University
Professor of Department of Marketing and Distribution Management, National Kaohsiung University of Science and Technology
Business v v v v v v v v v
Wu, Cia-hsun Male Master of the Institute of Finance, National Chengchi University
consultant of Answers Management Consulting Company
Certified Public Accountant v v v v v v v v v
Huang, Liang-chie Male Master of Business Administration, London Business School
partner of Taiwan Innovative Biomedical Investment Co., Ltd.
Business Management v v v v v v v v v
2. In 2019 and as of the printing date of the annual report, the Board of Directors convened 5 meetings (A), and the attendance or participation status for all directors at such meetings is as follows:
Title Name (Note 1) Actual number of attendance
(participation) B
Number of attendance by proxy Actual attendance (participation) rate (%)
[B/A] (Note 2)
Remarks
Chairman Uni-President Enterprises Corporation
Representative:Huang, Jui-tien
5 0 100% -
Director Uni-President Enterprises Corporation
Representative:Luo, Chi-hsian
5 0 100% -
Director Uni-President Enterprises Corporation
Representative:Liu, Tsung-yi
5 0 100% -
Director Uni-President Enterprises Corporation
Representative:Chai, Chia-ming
5 0 100% -
Independent Director Wu, Cia-hsun 5 0 100% -
Independent Director Liao, Ying-chi 2 3 40% -
Independent Director Hsu, Ying-chie 5 0 100% -
Other matters to be recorded:
1. If the operation of the Board of Directors is in any of the following circumstances, the date, period, content of the motion, all independent directors’ opinions as well as the Company’s handling of independent directors’ opinions shall be stated clearly:
      (1) Matters listed in Article 14-3 of the Securities and Exchange Act.
            In 2019 and as of the printing date of the annual report, a total of 5 board meetings were held. The content of the resolutions is as shown on pages 43-44 of the annual report. All independent directors passed without objection to the matters listed in Article 14-3 of the Securities and Exchange Act.
      (2) Apart from the foregoing matters, other board meeting resolutions that have been opposed to or reserved by independent directors with records or written statements: None.
2. The implementation status of the director’s recusal in the motion with conflicts of interest shall specify the name of the director, the content of the motion, the reason for the recusal, and the voting in participation thereof:
      (1)In each of the notice of the board meeting and the matters reported by the Board of Directors, the contents of the provisions concerning the recusal due to conflicts of interests of directors in Article 16 of the Rules of Procedure for the Board of Directors Meetings shall be specified.
      (2)In each board meeting, if there is a motion that is subject to the recusal due to conflicts of interests, before the motion is announced, the emcee will remind again the interested parties who should leave the meeting for the recusal (directors, independent directors, managers and other related attendees or participants, etc.)
      (3)In 2019 and as of the printing date of the annual report, there were a total of 5 board meetings held, and none of the directors (independent directors), managers, and other related attendees or participants should be subject to the recusal requirement.
3. TWSE / GTSM listed companies shall disclose the evaluation cycle and period, evaluation scope, method, evaluation content of the Board of Directors' self (or peer) evaluation and other information, and fill out the Implementation Status of Evaluation of the Board of Directors as shown in Schedule 2 (2).
4. The objective of strengthening the functions of the Board of Directors in the current year and the most recent year (such as establishing an Audit Committee, enhancing information transparency, etc.) as well as evaluation of the implementation status.
      (1) In 2019 and as of the printing date of the annual report, the Company submitted the motions that are required to be submitted to the Audit Committee for approval or to be submitted to the Board of Directors for a resolution in accordance with the Company Act, Article 14-3, Article 14-5 of the Securities and Exchange Act and other laws, and such motions had been approved by the Audit Committee as well as submitted to and passed by the Board of Directors and had been implemented (Motions that are not required to be submitted to the Audit Committee for approval will be submitted directly to the Board of Directors for approval and then put into implementation).
      (2) The “Ethical Corporate Management Practice Team” of the Company had reported to the Board of Directors on the “Implementation Status, Measures Taken and Implementation Results of Ethical Corporate Management in 2018 and 2019" at the 8th session of the 10th Board of Directors meeting held on March 19, 2019 and the 12th session of the Board of Directors held on March 9, 2020, respectively.
Note 1: If the directors and supervisors are legal persons, the names of the corporate shareholders and the names of their representatives shall be disclosed.
Note 2: (1) If a director or supervisor has resigned prior to the end of the year, the date of resignation should be indicated in the remarks column. The actual attendance (participation) rate (%) is calculated based on the number of board meetings and the actual number of attendance (participation) during the term of office.
             (2) The new and old directors and supervisors should be listed, and in the remarks column, it should be indicated whether such a director or supervisor is old, new or re-elected as well as the date of re-election. The actual attendance (participation) rate (%) is calculated based on the number of meetings of the Board of Directors and the actual number of attendance (participation) during the term of office.

3. In 2019 and as of the printing date of the annual report, the Board of Directors met in total of 5 times, and the attendance status of independent directors of the Board of Directors:
    Attendance in person:
V; Attendance by proxy:*; Absence: X
Independent Director
Name
20190319
1st
20190508
2nd
20190730
3rd
20191106
4th
20190309
5th
Wu, Cia-hsun V V V V V
Hsu, Ying-chie V V V V V
Liao, Ying-chi * V * * V
4. Implementation status of evaluation of the Board of Directors:
Evaluation Cycle
(Note 1)
Evaluation Period
(Note 2)
Evaluation Scope
(Note 3)
Evaluation Method
(Note 4)
Evaluation Content
(Note 5)
- - - -  
Note:On November 6, 2019, the Board of Directors formulated the "Guidelines for Performance Evaluation of the Board of Directors", and completed the report at the board meeting to be held within three months after the beginning of the next year.

Important resolutions of the Shareholders Meeting and Board of Directors:/strong>
(1) Important resolutions of the Board of Directors:
  1. Date of meeting: March 19, 2019
  • Approved the motion for distribution of 2018 director and supervisor remunerations as well as the employee remuneration reviewed by the Remuneration Committee of the Company.
  • Approved the 2018 final accounts of the Company.
  • Approved the motion for 2018 loss appropriation of the Company.
  • Approved the actual payment status of director and supervisor remuneration for services performed as well as manager salary, compensation and benefits in 2018. Reviewed the motion of 2019 director remuneration for services performed as well as manager salary and compensation, and reviewed the motion of various remuneration policies; systems; standards and structures of the Company to be implemented in 2019.
  • Approved the motion of the CPA’s independent evaluation of the Company.
  • Approved the motion for review of the 2019 CPA fees of the Company.
  • Approved the 2018 “Internal Control System Statement” of the Company.
  • Approved the revision of the "Guidelines for Management of Capital Expenditure" of the Company.
  • Approved the revision of the "Articles of Incorporation" of the Company and submitted it to the 2019 General Shareholders Meeting.
  • Approved the revision of the "Operating Procedures for Loans to Others" of the Company and submitted it to the 2019 General Shareholders Meeting.
  • Approved the revision of the "Operational Guidelines for Endorsement and Guarantee" of the Company and submitted it to the 2019 General Shareholders Meeting.
  • Approved the revision of the "Handling Procedures for Acquisition or Disposal of Assets" of the Company and submitted it to the 2019 General Shareholders Meeting.
  • Approved the revision of the "Handling Procedures for Derivative Transactions" of the Company and submitted it to the 2019 General Shareholders Meeting.
  • Approved the motion for the release of non-compete obligations to directors of the Company.
  • Approved the proposed date, time, place, meeting procedures and main content of the agenda for the 2019 General Shareholders Meeting of the Company.
  1. Date of meeting: May 8, 2019
  • Approved the number of directors and supervisors of De Tong Co., Ltd ., the sub-subsidiary that is 100% owned by the Company, to be modified from three directors and one supervisor to one director; it was proposed that the corporate shareholders re-nominate the director candidates.
  • Approved the formulation of the "Standard Operating Procedures for Handling Requests from Directors" of the Company.
  1. Date of meeting: July 30, 2019
  • Approved the consolidated financial report and CPA’s audit report for the second quarter of 2019 of the Company.
  • Approved the credit line and credit limit for derivative transactions by Hsi-Tainan Branch of Changhua Bank to the Company.
  • Approved the credit line and credit limit for derivative transactions by Kaohsiung Branch of Mizuho Bank (Japan) to the Company.
  • Approved the credit line by Chenggong Branch of Taiwan Cooperative Bank to the Company.
  1. Date of meeting: November 6, 2019
  • Approved the 2020 operating budget and performance targets of the Company.
  • Approved the consolidated financial report and the CPA’s audit report for the third quarter of 2019 of the Company.
  • Approved the credit line and credit limit for derivative transactions by Tainan Branch of First Commercial Bank to the Company.
  • Approved the credit line and credit limit for derivative transactions by Tainan Branch of Mega International Commercial Bank to the Company.
  • Approved the 2020 annual audit plan of the Company.
  • Approved the "Guidelines for Performance Evaluation of the Board of Directors" of the Company.
  • Approved the various salary and remuneration policies, systems, standards and structure proposals to be implemented by the Company in 2019.
  1. Date of meeting: March 9, 2020
  • Approved the motion for distribution of 2019 director and supervisor remunerations as well as the employee remuneration reviewed by the Remuneration Committee of the Company.
  • Approved the 2019 parent company only financial report, consolidated financial report and business report.
  • Approved the motion for 2019 loss appropriation of the Company.
  • Approved the examination of the actual payment status of director remuneration for services performed as well as manager salary, compensation and benefits in 2019. Reviewed the motion of 2020 director remuneration for services performed as well as manager salary and compensation, and reviewed the motion of various remuneration policies; systems; standards and structures of the Company to be implemented in 2020.
  • Approved the motion of the CPA’s independent evaluation of the Company.
  • Approved the motion for review of the 2020 CPA fees of the Company.
  • Approved the 2019 “Internal Control System Statement” of the Company.
  • Approved the motion to re-elect directors and independent directors of the Company.
  • Approved the motion for the release of non-compete obligations to directors of the Company.
  • Approved and reviewed the list of candidates for the 11th term of directors, including independent directors, nominated by the Company.
  • Approved the proposed date, time, place, meeting procedures and main content of the agenda for the 2020 General Shareholders Meeting of the Company.
  • Approved the revision of the "Code of Ethical Corporate Management" and "Operating Procedures and Code of Conduct for Ethical Corporate Management" of the Company.
  • Approved the motion to use the surplus funds of the Company to be invested in the money market fund.
 
(2) Important resolutions of the Shareholders Meeting: (The following motions have all been completed with implementation)
In 2019 and as of the printing date of the annual report, the Company held the total of one General Shareholders Meeting. The Company held the General Shareholders Meeting on June 17, 2019.
The summary of the resolutions passed by shareholders attending the meeting is as follows:
    1. Acknowledged the 2018 final accounts: including the business report and financial statements.
        Implementation status: The relevant books and statements have been submitted to the competent authority for recordation and filed by making announcements in accordance with the Company Act and other relevant laws and regulations.
    2. Acknowledged the motion for 2018 loss appropriation of the Company.
        Implementation status: Effective after the resolution.
    3. Acknowledged the revision of part of the provisions of the "Articles of Incorporation".
        Implementation status: Effective after the resolution of the Shareholders Meeting. The relevant handling procedures shall be implemented in accordance with the revised provisions.
    4. Acknowledged the revision of part of the provisions of the "Operating Procedures for Loans to Others".
        Implementation status: Effective after the resolution of the Shareholders Meeting. The relevant handling procedures shall be implemented in accordance with the revised provisions.
    5. Acknowledged the revision of part of the provisions of the "Operational Guidelines for Endorsement and Guarantee".
        Implementation status: Effective after the resolution of the Shareholders Meeting. The relevant handling procedures shall be implemented in accordance with the revised provision
    6. Acknowledged the revision of part of the provisions of the "Handling Procedures for Acquisition or Disposal of Assets".
        Implementation status: Effective after the resolution of the Shareholders Meeting. The relevant handling procedures shall be implemented in accordance with the revised provisions.
    7. Acknowledged the revision of part of the provisions of the "Handling Procedures for Derivative Transactions".
        執Implementation status: Effective after the resolution of the Shareholders Meeting. The relevant handling procedures shall be implemented in accordance with the revised provisions.
    8. Acknowledged the release of non-compete obligations to the directors of the Company.
        Implementation status: Effective after the resolution.


Operating situation of the Audit Committee:
1. Information on the operating situation of the Audit Committee:
    In 2019 and as of the publication date of the annual report, the Audit Committee met 5 times (A), and the attendance status of the independent directors is as follows:
Title Name Actual number of attendance (participation) B Number of attendance by proxy Actual attendance (participation) rate (%)
[B/A] (Note)
Remarks
Independent Director Liao, Ying-chi 2 3 40%  
Independent Director Hsu, Ying-chie 5 0 100%  
Independent Director Wu, Cia-hsun 5 0 100%  
Other matters to be recorded:
1. If the operation of the Audit Committee is in one of the following situations, the date, period, resolution of the Board of Directors, the resolution of the Audit Committee, and the Company's handling of the Audit Committee’s opinions should be stated clearly.
     (1) Matters listed in Article 14-5 of the Securities and Exchange Act.
            In 2019 and as of the publication date of the annual report, a total of 5 Audit Committees were held. The content of the resolutions is as shown in Note 1. The Audit Committee passed without objection to the matters listed in Article 14-5 of the Securities and Exchange Act.
      (2) Apart from for the foregoing matters, other matters that have not been approved by the Audit Committee but have been agreed upon by two-thirds of all directors or more: None.
2. The implementation status of the independent director’s recusal in the motion with conflicts of interest shall specify the name of the independent director, the content of the motion, the reason for the recusal, and the voting in participation thereof: None.
3. The communication situation between independent directors and internal audit supervisors and CPAs (including significant matters, methods and results of the communication in aspects of the Company's financial and business conditions, etc.).
        (1) Prepare monthly "Audit Plan and Actual Implementation Status Report", and submit it to each Audit Committee member for review together with the copy of the audit report and working papers.
        (2) If the Audit Committee members have any questions or instructions after reviewing the copy of the audit report, they will call or email the audit supervisor for inquiries or instructions.
        (3) If there are audit deficiencies, the internal control deficiencies and the improvement status of abnormal matters must be tracked, and a follow-up report shall be prepared and submitted to each Audit Committee member on a quarterly basis.
        (4) The head of internal audit attends the Audit Committee meeting to report the audit business in accordance with the rules.
        (5) The communication channels between the Company's internal audit supervisor and the Audit Committee are multi-layered and smooth.
        (6) Independent directors may get to learn about the Company's operating conditions and audit situation through the audit reports provided by the Board of Directors, Audit Committee, and audit units on a regular basis.
        (7) In 2019 and as of the printing date of the annual report, the summary of the previous communication situation is shown in Note 2.
Note 1:Important resolutions of the Audit Committee in 2019 and as of the printing date of the annual report:
Date of the 7th meeting of the 1st term of Audit Committee: March 19, 2019
  • Approved the 2018 parent company only financial report, consolidated financial report and business report.
  • Approved the motion for 2018 loss appropriation of the Company.
  • Approved the motion of the CPA’s independent evaluation of the Company.
  • Approved the motion for review of the 2019 CPA fees of the Company.
  • Approved the 2018 “Internal Control System Statement” of the Company.
  • Approved the internal audit report of the Company.
  Date of the 8th meeting of the 1st term of Audit Committee: May 8, 2019
  • Approved the consolidated financial report and CPA’s review report for the first quarter of 2019.
  • Approved the internal audit report of the Company.
Date of the 9th meeting of the 1st term of Audit Committee: July 30, 2019
  • Approved the consolidated financial report and CPA’s review report for the second quarter of 2019.
  • Approved the internal audit report of the Company.
Date of the 10th meeting of the 1st term of Audit Committee: November 6, 2019
  • Approved the consolidated financial report and CPA’s review report for the third quarter of 2019.
  • Approved the internal audit report of the Company.
  • Approved the 2020 audit plan report of the Company.
Date of the 10th meeting of the 1st term of Audit Committee: March 9, 2020
  • Approved the 2019 parent company only financial report, consolidated financial report and business report.
  • Approved the motion for 2019 loss appropriation of the Company.
  • Approved the motion of the CPA’s independent evaluation of the Company.
  • Approved the motion for review of the 2020 CPA fees of the Company.
  • Approved the 2019 “Internal Control System Statement” of the Company.
  • Approved the internal audit report of the Company.
 
Note 2:Summary of the communication situation between independent directors and CAPs
Date Focus of Communication
March 19, 2019
Audit Committee
1. The CPA briefed and explained to the Audit Committee  
    Explanation of 2018 parent company only and consolidated financial reports
2. The CPA discusses and communicates on the issues consulted by the Audit Committee and the participants.
3. Matters suggested by the independent directors: no comments at this meeting
May 18,2019
Audit Committee
1. The CPA briefed and explained to the Audit Committee
    Explanation of the consolidated financial report for the first quarter of 2019
2. The CPA discusses and communicates on the issues consulted by the Audit Committee and the participants.
3. Matters suggested by the independent directors: no comments at this meeting
July 30,2019
Audit Committee
1. The CPA briefed and explained to the Audit Committee

    Explanation of the consolidated financial report for the second quarter of 2019
2. The CPA discusses and communicates on the issues consulted by the Audit Committee and the participants.
3. Matters suggested by the independent directors: no comments at this meeting

November 6,2019
Audit Committee
1. The CPA briefed and explained to the Audit Committee
    Explanation of the consolidated financial report for the third quarter of 2019
2. The CPA discusses and communicates on the issues consulted by the Audit Committee and the participants.
3. Matters suggested by the independent directors: no comments at this meeting
March 9,2020
Audit Committee
1. The CPA briefed and explained to the Audit Committee
    Explanation of 2019 parent company only and consolidated financial reports
2. The CPA discusses and communicates on the issues consulted by the Audit Committee and the participants.
3. Matters suggested by the independent directors: no comments at this meeting
Operating situation of the Remuneration Committee:
1. There are 3 members of the Remuneration Committee of the Company.
2. The term of office of the current members: from June 12, 2017 to June 11, 2020. The Remuneration Committee met 3 times (A) in the most recent year, and the qualifications of the members and their attendance status are as follows:
Title Name Actual number of attendance (participation) B Number of attendance by proxy Actual attendance (participation) rate (%)
[B/A] (Note)
Remarks
Independent Director Liao, Ying-chi 1 2 33.33% -
Independent Director Wu, Cia-hsun 3 0 100% -
Independent Director Hsu, Ying-chie 3 0 100% -
3. Important resolutions of the Remuneration Committee in 2019 and as of the printing date of the annual report:
    The 4th meeting of the 3rd term of the Remuneration Committee: (March 19, 2019)
    Content of the motions:
    1. To approve the motion for distribution of 2018 director and supervisor remunerations as well as the employee remuneration of the Company.
    2. To approve the examination of the actual payment status of director and supervisor remuneration for services performed as well as manager salary, compensation and benefits in 2018. To review the motion of 2019 director remuneration for services performed as well as manager salary and compensation, and to review the motion of various remuneration policies, systems, standards and structures of the Company to be implemented in 2019.
    Resolution results: Approved as proposed without any objection.
    The Company's handling of the opinions of the Remuneration Committee: to be submitted to the Company's Board of Directors for a resolution of approval.
 
    The 5th meeting of the 3rd term of the Remuneration Committee: (November 6, 2019)
    Content of the motions:
    1. To approve the review of the performance evaluation for directors, supervisors and managers as well as the policy, system, standard and structure of the salary and remuneration.
    2. To approve the formulation of the Company's "Guidelines for Performance Evaluation of the Board of Directors".
    Resolution results: Approved as proposed without any objection.
    The Company's handling of the opinions of the Remuneration Committee: to be submitted to the Company's Board of Directors for a resolution of approval.
 
    The 6th meeting of the 3rd term of the Remuneration Committee: (March 9, 2020)
    Content of the motions:
    1. To approve the motion for distribution of 2019 director remunerations as well as the employee remuneration of the Company.
    2. To approve the examination of the actual payment status of director remuneration for services performed as well as manager salary, compensation and benefits in 2019. To review the motion of 2020 director remuneration for services performed as well as manager salary and compensation, and to review the motion of various remuneration policies, systems, standards and structures of the Company to be implemented in 2020.
    Resolution results: Approved as proposed without any objection
    The Company's handling of the opinions of the Remuneration Committee: to be submitted to the Company's Board of Directors for a resolution of approval.