Asus 2012 Annual Report Download - page 36

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Note 2ǺThe members who have qualified the following conditions two years before being elected and
during the term are to tick the box (“3”) of the corresponding condition.
(1) Not an employee of the company or any related party;
(2) Not a director or supervisor of the company or any related party (except for being an independent director
of the company or any related party, or, the subsidiary that is with over 50% shareholding with voting
rights held directly or indirectly by the company);
(3) Does not hold more than 1% of total stock issued directly or indirectly nor a natural shareholder on the
top-ten shareholdings list;
(4) Not the spouse nor a relative within two degrees of lineal consanguinity of an individual falling in the
first three categories;
(5) Not a Director, Supervisor, or employee of the legal shareholder that holds over 5% of total stock issued
directly or indirectly; or on the top-five shareholdings list of the Company;
(6) Not a Director (executive), Supervisor, management, or a shareholder with over 5% shareholdings of a
company or organization that is in business with the Company;
(7) Not an owner, partner, Director, Supervisor, management of a partnership or institution and his/her
spouse that provides commerce, law, finance, accounting and consulting service to the Company or
related party.
(8) Free of any of the behaviors as defined in Article 30 of Company Act;
Note 3: If the member is identified as a director, please provide explanation of whether if the provision
of Paragraph 5 of Article 6 in “Regulations Governing the Appointment and Exercise of
Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock
Exchange or Traded Over the Counter” has been met.
(Β) Operation of Remuneration Committee
1. The Remuneraton Committee of the Company comprises 3 people.
2. Term of Committee Member: December 22, 2011 to June 8, 2014. Four (A) meetings of 2012
Remuneration Committee have been held. The qualification and attendance of Committee
Members are described below:
Title Name
Attendance
(Times)
(B)
Proxy
Frequency of
attendance
(%)(B/A)
Remark
convener Li,
Ming-Yu 4 0 100
Committee Tai,
Chung-Ho 4 0 100
Committee Wang,
Hsin-Chih 2 0 100 The committee member was
discharged on July 23, 2012.
Committee Sheu,
Chun-An 2 0 100
The committee member was
newly appointed on July 24,
2012.