Asus 2015 Annual Report Download - page 43

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(IV) Compensation Committee Operations:
1. Formation and Responsibilities of ASUS Compensation CommitteeǺ
(1) Formation of CommitteeǺ
The Member of 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 comply with the provisions set forth in
Article 5 and Article 6 of Guidelines for Functions in Compensation Committee.
(2) Responsibilities of CommitteeǺ
The Committee should fact as good administrator to truthfully fulfill the
following functions and to submit recommendations to the BOD for discussion.
Nonetheless the recommendations on supervisor’s salary and remuneration
submitting 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 principlesǺ
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
concept, business performance and rationality of future risk association.
iii. Directors and managers should not be misled with introduction of pursuit of
salary/remuneration to engage in conducts exceeding the risk appetite of the
company.
iv. The proportion of bonus to directors and senior managers in short-term
performance and the payout time for some changing salary and remuneration
should be determined with consideration of industry characteristics and the
business nature.
2. The Members of ASUS Compensation Committee:
Title
ȐNote 1ȑ
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 v 2 NA
Other Tai, Chung-Ho v v v v v v v v v 1 NA
Other Sheu, Chun-An v v v v v v v v v v v 2 NA