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CORPORATE GOVERNANCE CORPORATE GOVERNANCE
80 81
4. Formation, scope of duties and operation of the Compensation
Committee
(1) Compensation Committee members' information
2014.05.15
Title
Conditions
Name
Meet one of the following professional qualification
requirements, together with at least five years work
experience
Conforms to criteria for
independence（Note）
Number of
other public
companies
concurrently
serving as an
Compensation
Committee
member
Notes
An instructor
(or higher) in a
department of
commerce,
law, finance,
accounting,
or other academic
departments
related to the
business of the
company in a
public or private
junior college,
college or
university
A judge, public
prosecutor,
attorney,
certified public
accountant or
other professional
or technical
specialists who has
passed a national
examination and
been awarded a
certificate in
a profession
necessary
for the business of
thecompany
Have work
experience in
commerce,
law, finance,
accounting,
or other areas
relevant to
the business
of the company 1 2 3 4 5 6 7 8
Independent
Director
Chen-Kuo
Lin V V VVVVVVVV 1
Other Ti-Hsiang
Wei V VVVVVVVV 0
Note： Compensation Committee members, during the two years before being elected or during the term of office, meet any of the following criteria:
(1) Not an employee of the Company or any of its affiliates.
(2) Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent
director of the Company, its parent Company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.
(3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, children of minor age, or held by the person
under others' names, in an aggregate amount of 1% or more of the total number of issued shares of the Company or ranking in the top 10 in holdings.
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding
three subparagraphs.
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company
or that holds shares ranking in the top five in holdings.
(6) Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified Company or institution that has a financial or
business relationship with the Company.
(7) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, Company, or institution that
provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.
(8) Not been a person of any conditions defined in Article 30 of the Company Law.
(2) The state of operations of the Compensation Committee
1. Numbers of the Compensation Committee members: 3 persons.
2. Terms of Office of the first Compensation Committee: from 22 Decemberr 2011 to 20 June 2013. The
Compensation Committee conducted One (A) meeting in 2013.
Title Name
Attendance
in Person( Ｂ) By Proxy
Attendance Rate in Person
(%)( Ｂ/Ａ)(Note) Notes
Convener Chen-Kuo Lin 1 0 100%
Member HT Cho 1 0 100%
Member Harvey Chang 1 0 100%
Other matters to be included：
1. There was no suggestion recommended by the Compensation Committee not being accepted or being amended by the Board of
Directors during the preceding fiscal year.
2. There was no Compensation Committee member expressing opposition or reservation with respect to any Compensation Committee
meeting during the preceding fiscal year, and no written record or written statement of related resolutions.
Note: Attendance rate in person(%) is calculated by the meeting times and the actual attendance during the incumbency of the Compensation Committee.
Terms of Office of the second Compensation Committee: from 27 September 2013 to 20 June 2016. The
Compensation Committee conducted One (A) meeting in 2013.
Title Name
Attendance in
Person ( Ｂ) By Proxy
Attendance Rate in Person
(%)( Ｂ/Ａ)(Note) Notes
Convener Chen-Kuo Lin 1 0 100%
Member HT Cho 1 0 100%
Resigned on 2014.03.19 per
the regulation and the Board
of Directors will appoint an
independent professional advisor
for this position by June 18, 2014.
Member Ti-Hsiang Wei 1 0 100%
Other matters to be included：
1. There was no suggestion recommended by the Compensation Committee not being accepted or being amended by the Board of
Directors during the preceding fiscal year.
2. There was no Compensation Committee member expressing opposition or reservation with respect to any Compensation Committee
meeting during the preceding fiscal year, and no written record or written statement of related resolutions.
Note: Attendance rate in person(%) is calculated by the meeting times and the actual attendance during the incumbency of the Compensation Committee.