Asus 2015 Annual Report Download - page 44

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Note 1ǺPlease fill in the title as director, Independent director and others.
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.
3. Operations of ASUS Compensation Committee:
(1) The members of the Remuneration Committee of the Company: 3 people.
(2) Term of Committee Member: June 17, 2014 to June 16, 2017. Two meetings (A)
of 2015 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 2 0 100%
Committee Kenneth Tai 2 0 100%
Committee Sheu, Chun-An 1 1 50%
Other mentionable items:
1. The board of directors decline to adopt, or will modify, a recommendation of the Remuneration
Committee: None
2. Any member’s objection to or reservations about motion resolved by the Remuneration
Committee: None