Corporate Governance-Functional Committees-The 6th Remuneration Committee

雷科股份有限公司

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The 6th Remuneration Committee

Operating status of the Remuneration Committee; major resolutions of the Remuneration Committee

(1) Operation of the remuneration committee:
  • The Company has a Remuneration Committee composed of three members.
  • In the most recent year, the Remuneration Committee convened once (A); the members' qualifications and attendance are as follows:
Title Name Attendance in person(B) Attendance by proxy Attendance rate in person(%)(B/A) Remarks
Independent Director 劉德明 1 0 100% Term from July 11, 2025 to June 17, 2028
Independent Director 林億彰 1 0 100% Term from July 11, 2025 to June 17, 2028
Other TSENG,YIH-TUN 1 0 100% Term from July 11, 2025 to June 17, 2028
Other matters that require reporting:
  • If the Board of Directors did not adopt or revise the recommendations of the Remuneration Committee, the date of the Board meeting, term of the Board, content of motion, resolutions adopted by the Board, and actions taken by the Company in response to the opinion of the Remuneration Committee shall be specified (if the remuneration approved by the Board of Directors exceeds the recommendation of the Remuneration Committee, the circumstances and causes for the difference shall also be specified): Not applicable.
  • If a member opposes or has qualified opinions on a written record or a statement with regard to a resolution the Remuneration Committee has adopted, the date of the meeting, term of the committee, content of motion, opinions of all the members, and the handling of their opinions shall be indicated: Not applicable.
The Compensation Committee assists the Board in discharging its responsibilities related to execute and evaluate the compensation programs of directors of the Board and executives:
  • Develop the criteria for evaluating the performance of the directors of the board and senior management, and regularly review such criteria as well as the annual performance objectives for the directors of the board and senior management and the company compensation standard, structure, system, and policy.
  • Regularly review to which extent the directors of the board and senior management achieve their performance objectives to decide what should be included in their compensation and the monetary values of their compensation based on the performance review results.
(2) Major resolutions of the Remuneration Committee:
Date Proposal Resolution The company's handling of the opinions of the remuneration committee
2025.8.6 Proposal:
  • Nominated the convener of the Company's 6th Remuneration Committee.
  • Discussed the calculation of directors' remuneration for FY 2024.
  • Discussed the calculation of managers' and employees' remuneration for FY 2024.
Director remuneration: individual committee members all recused themselves due to conflicts of interest and did not participate in the discussion, and after the chairman consulted the members present, director remuneration was unanimously approved without objection; managers' and employees' remuneration was approved by all attending committee members. Reported to the board of directors: director remuneration: individual directors all recused themselves due to conflicts of interest, and after the chairman consulted the directors present, director remuneration was unanimously approved without objection; managers' and employees' remuneration: the managers present and director-managers recused themselves due to conflicts of interest and did not participate in the discussion, after the chairman consulted the directors present, it was approved.
Result:
  • Committee member Der-Ming Lieu will continue to serve as convener and chair of this committee.
  • The proposal was approved and submitted to the Board of Directors for resolution.
  • Director remuneration was paid on 2025.8.20.
  • Employee remuneration was paid on 2025.9.2.