Asus 2014 Annual Report Download - page 42

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Other Sheu,
Chun-An vvvv v v v v v vv2 NA
Note 1：Please fill in the title as director, Independent director and others.
Note 2：The members who have qualified the following conditions two years before being elected and
during the term are to tick the box (“”) 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.
3. Operations of ASUS Compensation Committee:
(1)The Remuneration Committee of the Company consists of 3 people.
(2)Term of Committee Member: June 17, 2014 to June 16, 2017. Three meetings (A)
of 2014 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 3 0 100%
Committee Kenneth Tai 3 0 100%
Committee Sheu, Chun-An 3 0 100%
Other mentionable items:
1. If the Board of Directors declines to adopt or modifies a recommendation of the
remuneration committee, it should specify the date of the meeting, session, content of the
motion, resolution by the Board of Directors, and the Company’s response to the
remuneration committee’s opinion (eg., the remuneration passed by the Board of Directors
exceeds the recommendation of the remuneration committee, the circumstances and cause for
the difference shall be specified): None.
2. Resolutions of the remuneration committee objected to by members or subject to a qualified