Genius Solution for SEMI-EQ.
Functional Committees
Remuneration Committee Member Profiles
The committee must diligently perform the following duties with the care of a prudent manager and submit recommendations to the Board of Directors. However, concerning the remuneration of supervisors, recommendations are to be submitted to the Board of Directors only if the remuneration of supervisors has been stipulated in the Company's Articles of Incorporation or authorized by a resolution of the shareholders' meeting:
I. Periodically review this regulation and propose amendments as needed.
II. Establish and periodically review the performance evaluation standards for directors, supervisors, and managers of the Company, as well as the annual and long-term performance objectives, policies, systems, standards, and structures for remuneration, disclosing the content of the performance evaluation standardsin the annual report.
III. Periodically assess the achievement of performance objectives by the Company's directors, supervisors, and managers. Based on the results of the performance evaluation standards, establish the content and amount of individual remuneration for each of them. The annual reports disclose the individual performance evaluation results of directors, supervisors, and managers, as well as the content and amount of individual remuneration and their relevance and reasonableness in relation to the performance evaluation results, and report them to the shareholders' meeting.
When performing these duties, the committee must adhere to the following principles:
I. Ensure that the company's remuneration arrangements comply with relevant laws and are sufficient to attract top talents.
II. Performance assessment and remuneration for directors, supervisors, and managers should reference industry norms and consider individual performance evaluation results, time commitment, responsibilities, achievement of personal goals, performance in other roles, remuneration provided to individuals in equivalent positions in recent years, as well as the achievement of the Company's short-term and long-term business objectives, financial condition, and other factors related to individual performance and the Company's operational performance and future risks.
III. Directors and managers should not be incentivized to engage in behavior that exceeds the Company's risk tolerance in pursuit of remuneration.
IV. The proportion of short-term performance rewards and the timing of variable remuneration payments to directors and senior executives should be determined considering industry characteristics and the nature of the Company's business.
V. The content and amount of remuneration for directors, supervisors, and managers should be reasonable. The determination of remuneration for directors, supervisors, and managers should not significantly deviate from financial performance. If there is a significant decline in profit or prolonged losses, their remuneration should not exceed that of the previous year. If it still exceeds the previous year's level, a reasonable explanation should be disclosed in the annual report and reported to the shareholders’ meeting.
VI. Members of this committee cannot participate in discussions or voting regarding their personal remuneration.
The term "remuneration" referred to in the first two paragraphs includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial incentive measures. Its scope should be consistent with the matters to be disclosed in the annual report of publicly traded companies regarding the remuneration of directors, supervisors, and managers.
Matters related to the remuneration of directors and managers of subsidiary companies within the corporate hierarchy that require approval by Genii Idea’s Board of Directors, will first be proposed by this committee. Subsequently, they will be submitted for discussion by the Board of Directors after the committee's recommendations have been considered.
Remuneration Committee Member Profiles
身份別姓名
Name
Current positions held within the Company
Current positions held in other companies
兼任其他公開
發行公司獨立董事家數
獨立董事：李增華(召集人)
-
具有財經、會計及公司業務所須之五年以上工作經驗。
-
未有公司法第30條各款情事。
所有獨立董事皆符合下述情
形：
-
符合證券交易法第14條之2
及公開發行公司獨立董事
設置及應遵循事項辦法第
3條相關規定。 -
本人、配偶、二等親以內親屬(或利用他人名義)無持有公司股份。
-
最近二年無提供本公司或關係企業商務、法務、財務、會計等服務所取得之報酬金額。
1
獨立董事：楊維如
-
具有財務、會計及公司業務所須之五年以上工作經驗。
-
取得美國雪城大學會計碩士。
-
擔任朝陽科技大學會計系副教授。
-
具備台灣與美國紐約州會計師專業證照。
-
未有公司法第30條各款情事。
所有獨立董事皆符合下述情
形：
-
符合證券交易法第14條之2
及公開發行公司獨立董事
設置及應遵循事項辦法第
3條相關規定。 -
本人、配偶、二等親以內親屬(或利用他人名義)無持有公司股份。
-
最近二年無提供本公司或關係企業商務、法務、財務、會計等服務所取得之報酬金額。
1
獨立董事：謝登隆
-
具有經營管理及公司業務所須之五年以上工作經驗。
-
取得國立政治大學經濟學博士。
-
擔任東海大學高階經營管理碩士在職專班(EMBA)兼任副教授。
-
未有公司法第30條各款情事。
所有獨立董事皆符合下述情
形：
-
符合證券交易法第14條之2
及公開發行公司獨立董事
設置及應遵循事項辦法第
3條相關規定。 -
本人、配偶、二等親以內親屬(或利用他人名義)無持有公司股份。
-
最近二年無提供本公司或關係企業商務、法務、財務、會計等服務所取得之報酬金額。
3
Remuneration Committee Member Profiles
Name
Academic Credentials
Previous Experience
Mr. XIE,DENG-LONG
Ph.D. in Economics, NCCU
Dean of Department of International Business, Tunghai University (3 years)
Dean of EMBA, College of Management, Tunghai University (6 years)
Mr. YANG,WEI-RU
Ph.D. in Finance, National Yunlin University of Science and Technology
Kunyue Development Co., Ltd. Supervisor
CPA qualifications in U.S. and Taiwan
Mr. LI,ZENG-HUA
Department of Accounting, National Chung Hsing University
Director of Audit Division at Ernst & Young (3 years)
OTC Regulatory Examiner and Supervisor (9 years)
CFO (13 years), CIO (3 years)
Remuneration Committee Member Profiles
The committee must diligently perform the following duties with the care of a prudent manager and submit recommendations to the Board of Directors. However, concerning the remuneration of supervisors, recommendations are to be submitted to the Board of Directors only if the remuneration of supervisors has been stipulated in the Company's Articles of Incorporation or authorized by a resolution of the shareholders' meeting:
I. Periodically review this regulation and propose amendments as needed.
II. Establish and periodically review the performance evaluation standards for directors, supervisors, and managers of the Company, as well as the annual and long-term performance objectives, policies, systems, standards, and structures for remuneration, disclosing the content of the performance evaluation standardsin the annual report.
III. Periodically assess the achievement of performance objectives by the Company's directors, supervisors, and managers. Based on the results of the performance evaluation standards, establish the content and amount of individual remuneration for each of them. The annual reports disclose the individual performance evaluation results of directors, supervisors, and managers, as well as the content and amount of individual remuneration and their relevance and reasonableness in relation to the performance evaluation results, and report them to the shareholders' meeting.
When performing these duties, the committee must adhere to the following principles:
I. Ensure that the company's remuneration arrangements comply with relevant laws and are sufficient to attract top talents.
II. Performance assessment and remuneration for directors, supervisors, and managers should reference industry norms and consider individual performance evaluation results, time commitment, responsibilities, achievement of personal goals, performance in other roles, remuneration provided to individuals in equivalent positions in recent years, as well as the achievement of the Company's short-term and long-term business objectives, financial condition, and other factors related to individual performance and the Company's operational performance and future risks.
III. Directors and managers should not be incentivized to engage in behavior that exceeds the Company's risk tolerance in pursuit of remuneration.
IV. The proportion of short-term performance rewards and the timing of variable remuneration payments to directors and senior executives should be determined considering industry characteristics and the nature of the Company's business.
V. The content and amount of remuneration for directors, supervisors, and managers should be reasonable. The determination of remuneration for directors, supervisors, and managers should not significantly deviate from financial performance. If there is a significant decline in profit or prolonged losses, their remuneration should not exceed that of the previous year. If it still exceeds the previous year's level, a reasonable explanation should be disclosed in the annual report and reported to the shareholders’ meeting.
VI. Members of this committee cannot participate in discussions or voting regarding their personal remuneration.
The term "remuneration" referred to in the first two paragraphs includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial incentive measures. Its scope should be consistent with the matters to be disclosed in the annual report of publicly traded companies regarding the remuneration of directors, supervisors, and managers.
Matters related to the remuneration of directors and managers of subsidiary companies within the corporate hierarchy that require approval by Genii Idea’s Board of Directors, will first be proposed by this committee. Subsequently, they will be submitted for discussion by the Board of Directors after the committee's recommendations have been considered.
召集人
李增華
9
0
100%
第一屆
委員
楊維如
9
0
100%
第一屆
委員
謝登隆
9
0
100%
第一屆
Date of publication
Meeting Notice
Meeting Minutes
Meeting Handbook
Agenda Reference Materials
備註
其他應記載事項：
一、董事會如不採納或修正薪資報酬委員會之建議，應敘明董事會日期、期別、議案內容、董事會決議結果以及公司對薪資報酬委員會意見之處理(如董事會通過之薪資報酬優於薪資報酬委員會之建議，應敘明其差異情形及原因)：無此情事。
二、薪資報酬委員會之議決事項，如成員有反對或保留意見且有紀錄或書面聲明者，應敘明薪資報酬委員會日期、期別、議案內容、所有成員意見及對成員意見之處理：無此情事。
Duties of the Remuneration Committee
The committee must diligently perform the following duties with the care of a prudent manager and submit recommendations to the Board of Directors. However, concerning the remuneration of supervisors, recommendations are to be submitted to the Board of Directors only if the remuneration of supervisors has been stipulated in the Company's Articles of Incorporation or authorized by a resolution of the shareholders' meeting:
I. Periodically review this regulation and propose amendments as needed.
II. Establish and periodically review the performance evaluation standards for directors, supervisors, and managers of the Company, as well as the annual and long-term performance objectives, policies, systems, standards, and structures for remuneration, disclosing the content of the performance evaluation standardsin the annual report.
III. Periodically assess the achievement of performance objectives by the Company's directors, supervisors, and managers. Based on the results of the performance evaluation standards, establish the content and amount of individual remuneration for each of them. The annual reports disclose the individual performance evaluation results of directors, supervisors, and managers, as well as the content and amount of individual remuneration and their relevance and reasonableness in relation to the performance evaluation results, and report them to the shareholders' meeting.
When performing these duties, the committee must adhere to the following principles:
I. Ensure that the company's remuneration arrangements comply with relevant laws and are sufficient to attract top talents.
II. Performance assessment and remuneration for directors, supervisors, and managers should reference industry norms and consider individual performance evaluation results, time commitment, responsibilities, achievement of personal goals, performance in other roles, remuneration provided to individuals in equivalent positions in recent years, as well as the achievement of the Company's short-term and long-term business objectives, financial condition, and other factors related to individual performance and the Company's operational performance and future risks.
III. Directors and managers should not be incentivized to engage in behavior that exceeds the Company's risk tolerance in pursuit of remuneration.
IV. The proportion of short-term performance rewards and the timing of variable remuneration payments to directors and senior executives should be determined considering industry characteristics and the nature of the Company's business.
V. The content and amount of remuneration for directors, supervisors, and managers should be reasonable. The determination of remuneration for directors, supervisors, and managers should not significantly deviate from financial performance. If there is a significant decline in profit or prolonged losses, their remuneration should not exceed that of the previous year. If it still exceeds the previous year's level, a reasonable explanation should be disclosed in the annual report and reported to the shareholders’ meeting.
VI. Members of this committee cannot participate in discussions or voting regarding their personal remuneration.
The term "remuneration" referred to in the first two paragraphs includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial incentive measures. Its scope should be consistent with the matters to be disclosed in the annual report of publicly traded companies regarding the remuneration of directors, supervisors, and managers.
Matters related to the remuneration of directors and managers of subsidiary companies within the corporate hierarchy that require approval by Genii Idea’s Board of Directors, will first be proposed by this committee. Subsequently, they will be submitted for discussion by the Board of Directors after the committee's recommendations have been considered.
Remuneration Committee Member Profiles
The committee must diligently perform the following duties with the care of a prudent manager and submit recommendations to the Board of Directors. However, concerning the remuneration of supervisors, recommendations are to be submitted to the Board of Directors only if the remuneration of supervisors has been stipulated in the Company's Articles of Incorporation or authorized by a resolution of the shareholders' meeting:
I. Periodically review this regulation and propose amendments as needed.
II. Establish and periodically review the performance evaluation standards for directors, supervisors, and managers of the Company, as well as the annual and long-term performance objectives, policies, systems, standards, and structures for remuneration, disclosing the content of the performance evaluation standardsin the annual report.
III. Periodically assess the achievement of performance objectives by the Company's directors, supervisors, and managers. Based on the results of the performance evaluation standards, establish the content and amount of individual remuneration for each of them. The annual reports disclose the individual performance evaluation results of directors, supervisors, and managers, as well as the content and amount of individual remuneration and their relevance and reasonableness in relation to the performance evaluation results, and report them to the shareholders' meeting.
When performing these duties, the committee must adhere to the following principles:
I. Ensure that the company's remuneration arrangements comply with relevant laws and are sufficient to attract top talents.
II. Performance assessment and remuneration for directors, supervisors, and managers should reference industry norms and consider individual performance evaluation results, time commitment, responsibilities, achievement of personal goals, performance in other roles, remuneration provided to individuals in equivalent positions in recent years, as well as the achievement of the Company's short-term and long-term business objectives, financial condition, and other factors related to individual performance and the Company's operational performance and future risks.
III. Directors and managers should not be incentivized to engage in behavior that exceeds the Company's risk tolerance in pursuit of remuneration.
IV. The proportion of short-term performance rewards and the timing of variable remuneration payments to directors and senior executives should be determined considering industry characteristics and the nature of the Company's business.
V. The content and amount of remuneration for directors, supervisors, and managers should be reasonable. The determination of remuneration for directors, supervisors, and managers should not significantly deviate from financial performance. If there is a significant decline in profit or prolonged losses, their remuneration should not exceed that of the previous year. If it still exceeds the previous year's level, a reasonable explanation should be disclosed in the annual report and reported to the shareholders’ meeting.
VI. Members of this committee cannot participate in discussions or voting regarding their personal remuneration.
The term "remuneration" referred to in the first two paragraphs includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial incentive measures. Its scope should be consistent with the matters to be disclosed in the annual report of publicly traded companies regarding the remuneration of directors, supervisors, and managers.
Matters related to the remuneration of directors and managers of subsidiary companies within the corporate hierarchy that require approval by Genii Idea’s Board of Directors, will first be proposed by this committee. Subsequently, they will be submitted for discussion by the Board of Directors after the committee's recommendations have been considered.
職稱 | 姓名 | 實際出(列)席次數(B) | 委託出席次數 | 實際出(列)席率(B/A) | 備註 |
|---|---|---|---|---|---|
獨立董事(召集人) | 楊維如 | 6 | 0 | 100% | 112/9/20 選任 |
獨立董事 | 邱奕賢 | 6 | 0 | 100% | 112/9/20 選任 |
獨立董事 | 謝登隆 | 6 | 0 | 100% | 112/9/20 選任 |
獨立董事 | 李增華 | 6 | 0 | 100% | 112/9/20 選任 |
Remuneration Committee Member Profiles
Name
Academic Credentials
Previous Experience
Mr. XIE,DENG-LONG
Ph.D. in Economics, NCCU
Dean of Department of International Business, Tunghai University (3 years)
Dean of EMBA, College of Management, Tunghai University (6 years)
Mr. YANG,WEI-RU
Ph.D. in Finance, National Yunlin University of Science and Technology
Kunyue Development Co., Ltd. Supervisor
CPA qualifications in U.S. and Taiwan
Mr. LI,ZENG-HUA
Department of Accounting, National Chung Hsing University
Director of Audit Division at Ernst & Young (3 years)
OTC Regulatory Examiner and Supervisor (9 years)
CFO (13 years), CIO (3 years)
Mr. YANG,WEI-RU
Ph.D. in Finance, National Yunlin University of Science and Technology
Kunyue Development Co., Ltd. Supervisor
CPA qualifications in U.S. and Taiwan
Remuneration Committee Member Profiles
Remuneration Committee Member Profiles
The committee must diligently perform the following duties with the care of a prudent manager and submit recommendations to the Board of Directors. However, concerning the remuneration of supervisors, recommendations are to be submitted to the Board of Directors only if the remuneration of supervisors has been stipulated in the Company's Articles of Incorporation or authorized by a resolution of the shareholders' meeting:
I. Periodically review this regulation and propose amendments as needed.
II. Establish and periodically review the performance evaluation standards for directors, supervisors, and managers of the Company, as well as the annual and long-term performance objectives, policies, systems, standards, and structures for remuneration, disclosing the content of the performance evaluation standardsin the annual report.
III. Periodically assess the achievement of performance objectives by the Company's directors, supervisors, and managers. Based on the results of the performance evaluation standards, establish the content and amount of individual remuneration for each of them. The annual reports disclose the individual performance evaluation results of directors, supervisors, and managers, as well as the content and amount of individual remuneration and their relevance and reasonableness in relation to the performance evaluation results, and report them to the shareholders' meeting.
When performing these duties, the committee must adhere to the following principles:
I. Ensure that the company's remuneration arrangements comply with relevant laws and are sufficient to attract top talents.
II. Performance assessment and remuneration for directors, supervisors, and managers should reference industry norms and consider individual performance evaluation results, time commitment, responsibilities, achievement of personal goals, performance in other roles, remuneration provided to individuals in equivalent positions in recent years, as well as the achievement of the Company's short-term and long-term business objectives, financial condition, and other factors related to individual performance and the Company's operational performance and future risks.
III. Directors and managers should not be incentivized to engage in behavior that exceeds the Company's risk tolerance in pursuit of remuneration.
IV. The proportion of short-term performance rewards and the timing of variable remuneration payments to directors and senior executives should be determined considering industry characteristics and the nature of the Company's business.
V. The content and amount of remuneration for directors, supervisors, and managers should be reasonable. The determination of remuneration for directors, supervisors, and managers should not significantly deviate from financial performance. If there is a significant decline in profit or prolonged losses, their remuneration should not exceed that of the previous year. If it still exceeds the previous year's level, a reasonable explanation should be disclosed in the annual report and reported to the shareholders’ meeting.
VI. Members of this committee cannot participate in discussions or voting regarding their personal remuneration.
The term "remuneration" referred to in the first two paragraphs includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial incentive measures. Its scope should be consistent with the matters to be disclosed in the annual report of publicly traded companies regarding the remuneration of directors, supervisors, and managers.
Matters related to the remuneration of directors and managers of subsidiary companies within the corporate hierarchy that require approval by Genii Idea’s Board of Directors, will first be proposed by this committee. Subsequently, they will be submitted for discussion by the Board of Directors after the committee's recommendations have been considered.
Duties of the Remuneration Committee
The committee must diligently perform the following duties with the care of a prudent manager and submit recommendations to the Board of Directors. However, concerning the remuneration of supervisors, recommendations are to be submitted to the Board of Directors only if the remuneration of supervisors has been stipulated in the Company's Articles of Incorporation or authorized by a resolution of the shareholders' meeting:
I. Periodically review this regulation and propose amendments as needed.
II. Establish and periodically review the performance evaluation standards for directors, supervisors, and managers of the Company, as well as the annual and long-term performance objectives, policies, systems, standards, and structures for remuneration, disclosing the content of the performance evaluation standardsin the annual report.
III. Periodically assess the achievement of performance objectives by the Company's directors, supervisors, and managers. Based on the results of the performance evaluation standards, establish the content and amount of individual remuneration for each of them. The annual reports disclose the individual performance evaluation results of directors, supervisors, and managers, as well as the content and amount of individual remuneration and their relevance and reasonableness in relation to the performance evaluation results, and report them to the shareholders' meeting.
When performing these duties, the committee must adhere to the following principles:
I. Ensure that the company's remuneration arrangements comply with relevant laws and are sufficient to attract top talents.
II. Performance assessment and remuneration for directors, supervisors, and managers should reference industry norms and consider individual performance evaluation results, time commitment, responsibilities, achievement of personal goals, performance in other roles, remuneration provided to individuals in equivalent positions in recent years, as well as the achievement of the Company's short-term and long-term business objectives, financial condition, and other factors related to individual performance and the Company's operational performance and future risks.
III. Directors and managers should not be incentivized to engage in behavior that exceeds the Company's risk tolerance in pursuit of remuneration.
IV. The proportion of short-term performance rewards and the timing of variable remuneration payments to directors and senior executives should be determined considering industry characteristics and the nature of the Company's business.
V. The content and amount of remuneration for directors, supervisors, and managers should be reasonable. The determination of remuneration for directors, supervisors, and managers should not significantly deviate from financial performance. If there is a significant decline in profit or prolonged losses, their remuneration should not exceed that of the previous year. If it still exceeds the previous year's level, a reasonable explanation should be disclosed in the annual report and reported to the shareholders’ meeting.
VI. Members of this committee cannot participate in discussions or voting regarding their personal remuneration.
The term "remuneration" referred to in the first two paragraphs includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial incentive measures. Its scope should be consistent with the matters to be disclosed in the annual report of publicly traded companies regarding the remuneration of directors, supervisors, and managers.
Matters related to the remuneration of directors and managers of subsidiary companies within the corporate hierarchy that require approval by Genii Idea’s Board of Directors, will first be proposed by this committee. Subsequently, they will be submitted for discussion by the Board of Directors after the committee's recommendations have been considered.
The committee must diligently perform the following duties with the care of a prudent manager and submit recommendations to the Board of Directors. However, concerning the remuneration of supervisors, recommendations are to be submitted to the Board of Directors only if the remuneration of supervisors has been stipulated in the Company's Articles of Incorporation or authorized by a resolution of the shareholders' meeting:
I. Periodically review this regulation and propose amendments as needed.
II. Establish and periodically review the performance evaluation standards for directors, supervisors, and managers of the Company, as well as the annual and long-term performance objectives, policies, systems, standards, and structures for remuneration, disclosing the content of the performance evaluation standardsin the annual report.
III. Periodically assess the achievement of performance objectives by the Company's directors, supervisors, and managers. Based on the results of the performance evaluation standards, establish the content and amount of individual remuneration for each of them. The annual reports disclose the individual performance evaluation results of directors, supervisors, and managers, as well as the content and amount of individual remuneration and their relevance and reasonableness in relation to the performance evaluation results, and report them to the shareholders' meeting.
When performing these duties, the committee must adhere to the following principles:
I. Ensure that the company's remuneration arrangements comply with relevant laws and are sufficient to attract top talents.
II. Performance assessment and remuneration for directors, supervisors, and managers should reference industry norms and consider individual performance evaluation results, time commitment, responsibilities, achievement of personal goals, performance in other roles, remuneration provided to individuals in equivalent positions in recent years, as well as the achievement of the Company's short-term and long-term business objectives, financial condition, and other factors related to individual performance and the Company's operational performance and future risks.
III. Directors and managers should not be incentivized to engage in behavior that exceeds the Company's risk tolerance in pursuit of remuneration.
IV. The proportion of short-term performance rewards and the timing of variable remuneration payments to directors and senior executives should be determined considering industry characteristics and the nature of the Company's business.
V. The content and amount of remuneration for directors, supervisors, and managers should be reasonable. The determination of remuneration for directors, supervisors, and managers should not significantly deviate from financial performance. If there is a significant decline in profit or prolonged losses, their remuneration should not exceed that of the previous year. If it still exceeds the previous year's level, a reasonable explanation should be disclosed in the annual report and reported to the shareholders’ meeting.
VI. Members of this committee cannot participate in discussions or voting regarding their personal remuneration.
The term "remuneration" referred to in the first two paragraphs includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial incentive measures. Its scope should be consistent with the matters to be disclosed in the annual report of publicly traded companies regarding the remuneration of directors, supervisors, and managers.
Matters related to the remuneration of directors and managers of subsidiary companies within the corporate hierarchy that require approval by Genii Idea’s Board of Directors, will first be proposed by this committee. Subsequently, they will be submitted for discussion by the Board of Directors after the committee's recommendations have been considered.
Duties of the Remuneration Committee
Remuneration Committee Member Profiles
Name
Academic Credentials
Mr. XIE,DENG-LONG
Ph.D. in Economics, NCCU
Mr. YANG,WEI-RU
Ph.D. in Finance, National Yunlin University of Science and Technology
Mr. LI,ZENG-HUA
Department of Accounting, National Chung Hsing University
The committee must diligently perform the following duties with the care of a prudent manager and submit recommendations to the Board of Directors. However, concerning the remuneration of supervisors, recommendations are to be submitted to the Board of Directors only if the remuneration of supervisors has been stipulated in the Company's Articles of Incorporation or authorized by a resolution of the shareholders' meeting:
I. Periodically review this regulation and propose amendments as needed.
II. Establish and periodically review the performance evaluation standards for directors, supervisors, and managers of the Company, as well as the annual and long-term performance objectives, policies, systems, standards, and structures for remuneration, disclosing the content of the performance evaluation standardsin the annual report.
III. Periodically assess the achievement of performance objectives by the Company's directors, supervisors, and managers. Based on the results of the performance evaluation standards, establish the content and amount of individual remuneration for each of them. The annual reports disclose the individual performance evaluation results of directors, supervisors, and managers, as well as the content and amount of individual remuneration and their relevance and reasonableness in relation to the performance evaluation results, and report them to the shareholders' meeting.
When performing these duties, the committee must adhere to the following principles:
I. Ensure that the company's remuneration arrangements comply with relevant laws and are sufficient to attract top talents.
II. Performance assessment and remuneration for directors, supervisors, and managers should reference industry norms and consider individual performance evaluation results, time commitment, responsibilities, achievement of personal goals, performance in other roles, remuneration provided to individuals in equivalent positions in recent years, as well as the achievement of the Company's short-term and long-term business objectives, financial condition, and other factors related to individual performance and the Company's operational performance and future risks.
III. Directors and managers should not be incentivized to engage in behavior that exceeds the Company's risk tolerance in pursuit of remuneration.
IV. The proportion of short-term performance rewards and the timing of variable remuneration payments to directors and senior executives should be determined considering industry characteristics and the nature of the Company's business.
V. The content and amount of remuneration for directors, supervisors, and managers should be reasonable. The determination of remuneration for directors, supervisors, and managers should not significantly deviate from financial performance. If there is a significant decline in profit or prolonged losses, their remuneration should not exceed that of the previous year. If it still exceeds the previous year's level, a reasonable explanation should be disclosed in the annual report and reported to the shareholders’ meeting.
VI. Members of this committee cannot participate in discussions or voting regarding their personal remuneration.
The term "remuneration" referred to in the first two paragraphs includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial incentive measures. Its scope should be consistent with the matters to be disclosed in the annual report of publicly traded companies regarding the remuneration of directors, supervisors, and managers.
Matters related to the remuneration of directors and managers of subsidiary companies within the corporate hierarchy that require approval by Genii Idea’s Board of Directors, will first be proposed by this committee. Subsequently, they will be submitted for discussion by the Board of Directors after the committee's recommendations have been considered.