Remuneration Committee
The Remuneration Committee of Macnica Galaxy is a functional committee under the Board of Directors. The remuneration committee members shall be appointed by resolution of the Board of Directors.
The main responsibilities of the committee are based on professional and independent status, to evaluate the remuneration policies and systems for the directors and managers, and, according to operating performance, provide recommendations for the Board of Directors as a reference for their decisions.
Members of the Remuneration Committee
| Title | Name | Major Education & Experience | Current Position |
|---|---|---|---|
| Convener and Chair of the Meeting Independent Director | Fan Ching-Yun | Columbia University School International and Public Affairs SIPA Chief Financial Officer, ULSee Inc. | Independent Director, Macnica Galaxy Inc. Senior Manager, Vena Energy Pte. Ltd. Taiwan Branch (Singapore) |
| Independent Director | Lin Jia-Ru | Stanford Law School Corporate Governance & Practice LL.M Lawyer of Innovatus Law | Independent Director, Macnica Galaxy Inc. Serenitas International Law, Presiding Attorney |
| Independent Director | Cheng Wan-Chen | Bachelor of Commerce (Major in Finance and Economics), Bachelor of Laws (LL.B.), The University of Sydney (Australia) Independent Director, Shin Kao Gas Co., Ltd | Independent Director, Macnica Galaxy Inc. Senior ESG Consultant, Edith Group Ltd. |
| Independent Director | Chi Jyh-Sheng | M.S. in Construction Management, Columbia University Business Development Director, Veolia | Independent Director, Macnica Galaxy Inc. Framosa Co., Ltd. Chairman Business Development Director, Veolia |
The attendance status of Remuneration Committee
In 2025, the Remuneration Committee convened four meetings. The attendance record of each Director is as follows:
| Title | Name | Actual Attendance Count | Number of Attendances by Proxy | Actual Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener and Independent Director | Fan Ching-Yun | 4 | 0 | 100% | |
| Independent Director | Lin Chia-Ju | 4 | 0 | 100% | |
| Independent Director | Chou Wei-Ping | 4 | 0 | 100% | |
| Independent Director | Chen Kuan-lin | 4 | 0 | 100% |
The operation of Remuneration Committee
| Date and session | Proposal content | Resolution results | The Company's Handling of the Nomination Committee's Opinions |
|---|---|---|---|
| 5th Session, 7th Meeting, 2025.03.11 | The distribution of directors' remuneration and employees' remuneration for the 2024 year of this company. | The resolution was unanimously approved by all attending committee members. | The proposal was approved by all attending directors. |
| 5th Session, 8th Meeting 2025.05.06 | Salary and compensation plan for the company's managers for fiscal year 2024. | The resolution was unanimously approved by all attending committee members. | The proposal was approved by all attending directors. |
| 5th Session, 9th Meeting, 2025.08.12 | 1. The distribution of directors' remuneration for the 2024 fiscal year. 2. The distribution of profits to managers and employees for the 2024 fiscal year. | The resolution was unanimously approved by all attending committee members. | The proposal was approved by all attending directors. |
| 5th Session, 10th Meeting 2025.11.11 | 1. The amount of year-end bonuses for the company's managers in 2025. 2. The company's proposed amendments to the "Performance Evaluation and Remuneration Management Regulations for Directors and Managers". | The resolution was unanimously approved by all attending committee members. | The proposal was approved by all attending directors. |
Performance evaluation by the Compensation and Remuneration Committee
| Evaluation cycle | During the evaluation period | Scope of assessment | Evaluation methods | Assessment content and items | Evaluation results | Date of submission to the board of directors |
|---|---|---|---|---|---|---|
| Once a year 2025/2 | 2024/1/1-2024/12/31 | Salary and Compensation Committee | Self-assessment by members of the Compensation and Salary Committee | A. Degree of involvement in company operations | Working well | 2025/3/11 |
| B. Understanding the Responsibilities of the Compensation and Salary Committee | ||||||
| C. Improve the quality of decision-making by the compensation committee. | ||||||
| D. Composition and selection of members of the Compensation and Remuneration Committee | ||||||
| E. Internal Control |