Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange Article 9

The remuneration committee meeting agenda shall be drawn up by the convenor. Other members also may submit motions for deliberation by the committee. The meeting agenda shall be provided to the committee members in advance.When the remuneration committee is held, the company shall provide an attendance book for signature by the members attending the meeting and thereafter made available for reference. Remuneration committee members shall attend the committee in person; a member who cannot attend in person may appoint another member to attend as their proxy. Attendance via tele- or video-conference is deemed as attendance in person.A remuneration committee member appointing another member to attend the committee meeting in his or her place shall in each instance issue a written proxy stating the scope of authorization with respect to the reasons for the meeting.A resolution of the remuneration committee shall require the approval of one-half or more of all of the members. During voting, if the committee chair solicits and receives no dissents, the motion is deemed passed, with equivalent force as a resolution by vote. The results of voting shall be made known immediately, and recorded in writing.A proxy under paragraph 3 may accept a proxy from one person only.
中文原文 股票上市或於證券商營業處所買賣公司薪資報酬委員會設置及行使職權辦法第9條
薪資報酬委員會會議議程由召集人訂定,其他成員亦得提供議案供委員會討論。
會議議程應事先提供予委員會成員。
召開薪資報酬委員會時,公司應設簽名簿供出席成員簽到,並供查考。
薪資報酬委員會之成員應親自出席委員會,如不能親自出席,得委託其他成員代理出席;如以視訊參與會議者,視為親自出席。
薪資報酬委員會成員委託其他成員代理出席委員會時,應於每次出具委託書,且列舉召集事由之授權範圍。
薪資報酬委員會為決議時,應有全體成員二分之一以上同意。
表決時如經委員會主席徵詢無異議者,視為通過,其效力與投票表決同。
表決之結果,應當場報告,並作成紀錄。
第三項代理人,以受一人之委託為限。

English translation for reference only; the Chinese text prevails. Not legal advice.