Organization and Responsibilities of the Remuneration Committee

The Remuneration Committee of WT Microelectronics is a functional committee under the Board of Directors. The remuneration committee members shall be appointed by resolution of the Board of Directors. There are three members in the committee, Ms. Elaine Kung is the convener and chairman. The main responsibilities of the committee are based on professional and independent status, to evaluate the remuneration policies and systems for the directors and managers, and, according to operating performance, provide recommendations for the Board of Directors as a reference for their decisions.

Members of the Remuneration Committee

Elaine Kung

Convener

Current In-Service:
Group CFO and CIO, TNL MEDIA GROUP
Associate Professor, China Industrial & Commercial Research Institute

Educational Background / Experience:
R.O.C., U.S.A. and China CPA
MBA, University of California
Master of Laws, National Chengchi University
Assistant Manager, PricewaterhouseCoopers
President and CFO, Cite Media Holding Group
Director and CEO, Cite Cultural & Arts Foundation
Managing Director, Magazine Business Association of Taipei

Kung-Wha, Ding

Member

Current In-Service:
Independent Director, Energenesis Biomedical Co., Ltd.
Director, Hotung Investment Holdings Ltd.
Full-time Chair Professor, Chihlee University of Technology
Part-time Chair Professor, National Taipei University
Part-time Associate Professor, National Chengchi University, National Chiao Tung University, and National Taiwan Normal University

Educational Background / Experience:
Master Degree in Public Finance, National Chengchi University
Bachelor Degree in Finance, National Chung-Hsing University
Deputy Commissioner, Commissioner of the Securities and Futures Commission, Ministry of Finance
Chairperson of the Securities and Futures Institute
Chairperson of Taiwan Depository & Clearing Corporation
Chairperson of Taipei Exchange
Chairperson of the Financial Supervisory Commission

Huei-Chung, Lu

Member

Current In-Service:
Distinguished Professor of Economics Department of Fu Jen Catholic University
Director of Taiwan Economic Association

Educational Background / Experience:
Ph.D., Economics, National Taiwan University
The dean of College of Social Sciences of Fu Jen Catholic University
Chair and Director, Department of Economics, Fu Jen Catholic University
Professor, Department of Economics, Fu Jen Catholic University
Associate Professor, Department of Economics, Fu Jen Catholic University

Remuneration Committee Scope of duties

The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion:

  1. Periodically reviewing “Remuneration Committee Charter” and making recommendations for amendments.
  2. Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors and managerial officers of the Company.
  3. Periodically assessing the degree to which performance goals for the directors and managerial officers of the Company have been achieved, setting the types and amounts of their individual compensation based on the results of the reviews conducted in accordance with the performance assessment standards.

 

The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:

  1. Ensuring that the compensation arrangements of the Company comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
  2. Performance assessments and compensation levels of directors and managerial officers shall take into account the general pay levels in the industry, individual performance assessment results, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to be evaluated are the reasonableness of the correlation between the individual’s performance and the Company’s operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of the Company.
  3. There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the Company.
  4. For directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of the Company’s business.
  5. Reasonableness shall be taken into account when the contents and amounts of the compensation of the directors and managerial officers are set. It is not advisable for decisions on the compensation of the directors and managerial officers to run contrary to financial performance to a material extent. It is not advisable for said compensation to be higher than that in the preceding year in the event of a material decline in profits or of long-term losses.
  6. No member of the Committee may participate in discussion and voting when the Committee is deciding on that member’s individual compensation.

Remuneration Committee Charter
Operation of the Remuneration Committee in 2020