Asus 2014 Annual Report Download - page 41

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(IV) Compensation Committee Operations:
1. Formation and Responsibilities of ASUS Compensation Committee：
(1)Formation of Committee：
The Committee consists of three people appointed by the BOD resolution,
whereas one of them is the convener. The professional qualification and
independence of the members should comply with the provisions set forth in
Article 5 and Article 6 of Guidelines for Functions in Compensation Committee.
(2) Responsibilities of Committee：
The Committee should act as good administrator to truthfully fulfill the
following functions and to submit recommendations to the BOD for discussion.
Recommendations regarding salary of supervisors and remuneration
submissions to the BOD for discussion are limited to the specification of
Articles of Association for Supervisor salary and remuneration or shareholder
resolution with authorization to BOD for processing:
i. Periodically review the guidelines and propose recommendation for revision.
ii. Formulate and periodically review the performance appraisal for ASUS
directors, supervisors and managers with policy, system, standards, and
structure for salary and remuneration.
iii. Periodically evaluate and specify the salary and remuneration for ASUS
directors, supervisors and managers.
The Committee fulfilling the aforementioned functions should comply with the
following principles：
i. Ensure the arrangement of salary and remuneration in line with relevant laws
and regulations that are sufficient to attract outstanding personnel.
ii. The performance appraisal and salary/remuneration for directors, supervisor
and managers should refer to common peer standards for payout with
consideration of personal performance and company salary/remuneration
guidelines, business performance and rationality of future risk association.
iii. Directors and managers should not engage in misleading activities or engage
in conduct exceeding the risk appetite of the company for the sake of
personal gain.
iv. The proportion of dividend payout to directors and senior managers in
short-term performance and the payout time for a change in salary and
remuneration should be determined with consideration of industry standards
and the nature of the business.
2. The Members of ASUS Compensation Committee
Title
（Note 1）
Criteria
Name
Meets One of the Following Professional
Qualification Requirements, Together with at
Least Five Years’ Work Experience
Independence Criteria
(Note 2)
Number of Other
Public Companies in
Which the Individual is
Concurrently Serving
as an Remuneration
Committee Member
Remarks
(Note 3)
Teachers of
public or
private
colleges for
the subject of
commerce,
law, finance,
accounting, or
business
Judge, prosecutor,
attorney,
accountant, or
business
salespersons
passed national
exam & certified
specialists or
technicians
With job
experience in
commerce,
law, finance,
accounting,
or business
1 2 3 4 5 6 7 8
Other Li,
Ming-Yu vvv v v v v v vv3 NA
Other Tai,
Chung-Ho vv v v v v v vv2 NA