Compensation Committee
PTC’s Compensation Committee has been set up since 2011, and the latest-term committee was formed in 2023 by four new independent directors. The Committee holds at least two meetings per annum, taking the responsibility for the formulation and regular evaluation of the Company's overall compensation policy; formulation and regular review of the policy, system, standards and structure in relation to directors' and managerial officers' performance evaluation and compensation. In 2024, the compensation committee meeting was held two times and compensation committee attendance rate was 100%. Terms of reference of the Compensation Committee are as follows:
- To formulate and regularly review the performance evaluation criteria for Directors and Managers, annual and long-term performance targets, and compensation policies, systems, standards and structures, and discloses the performance evaluation criteria in the Annual Report.
- Evaluate the performance goals of Directors and Managers on a regular basis, and determine the content and amount of individual compensation based on the evaluation results obtained from performance evaluation criteria. The Annual Report shall disclose the individual performance evaluation results of Directors and Managers, and the correlation and rationality of the content and amount of individual compensation and performance evaluation results, and report in the Shareholders' Meeting.
The Committee shall comply with the following principles in the performance of its previous functions:
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- The performance evaluation and salary compensation of Directors and Managers should refer to the usual level of expenditure, and consider the personal performance evaluation results, personal performance, company operating performance and future risks.
- Directors and Managers should not be guided to the pursuit of salary and compensation to overtake the company's risk appetite.
- The ratio of dividend disbursement for the short-term performance of Directors and Senior Managers and part of the change in salary payment time should be determined by taking into account industry characteristics and the business nature of the company.
- The content and amount of compensation of Directors and Managers should consider its rationality. The decision of compensation of Directors and Managers should not be significantly deviated from financial performance. If there is a major recession in profit or long-term loss, the salary shall not be higher than the previous year, if still higher than the previous year, the Annual Report should be Disclosure of the rationality statement and reported at the Shareholders' Meeting.
- Members of the Committee shall not join the discussion and vote on their decisions on their personal compensation.
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Criteria
Name
Identity
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Professional Qualifications and Experience
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Independence
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Number of Other Public Companies Where the Individual Concurrently Serves as a Compensation Committee Member
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Independent Director
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Hsueh-Min Wu
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- More than 20 years of experience in business, finance and accounting.
- Each member complies with Article 3 of “Measures for Independent Directors' Setting and Compliance for Public Offering Companies” two years before election and during their tenure.
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1
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Independent Director
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Yu-Feng Ma
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0
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Independent Director
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Yi-Chen Tsai
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0
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Independent Director
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Zhi-Ling Chen
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1
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The attendance are as follows:
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Title
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Name
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Attendance in Person (B)
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By Proxy
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Attendance Rate (%)
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Remark
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Convener
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Hsueh-Min Wu
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2
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0
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100%
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Committee Member
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Yi-Chen Tsai
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2
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0
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100%
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Committee Member
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Yu-Feng Ma
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2
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0
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100%
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Committee Member
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Zhi-Ling Chen
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2
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0
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100%
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Newly elected
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Other matters:
- If the Board of Directors refuses to adopt or amend a recommendation from the Compensation Committee, the date of the meeting, session, contents of the motions, resolution by the Board of Directors, and the Company’s response to the Compensation Committee’s opinion (e.g., the circumstances and cause for the difference if the compensation passed by the Board of Directors exceeds the recommended amount by the Compensation Committee) shall be specified: None.
None.
- If there were resolutions by the Compensation Committee to which members have dissenting or qualified opinions, and for which there is a record or declaration in writing, the date of the meeting, session, contents of the motions, all members’ opinions, and the response to members’ opinions shall be specified: None.
None.
- The latest Annual Compensation Committee Meeting and resolution results and the company's handling of members' opinions.
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Compensation Committee
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Motion content and resolution results
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2nd meeting of 5th term
February 29, 2024
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Motion: Discuss the allocation of employees' and Directors' compensation for the year 2023.
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Member's opinion: No objections or reservations.
Resolution result: The Chairman's motion was passed for all members present.
The company's handling of the opinion of the compensation committee: the Board of Directors agreed to by all present Directors.
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3rd meeting of 5th term
November 8, 2024
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Motion 1:FY2024 Manager Key Performance Indicators and Measurement Mechanism
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Member's opinion: No objections or reservations.
Resolution result: The Chairman's motion was passed for all members present.
The company's handling of the opinion of the compensation committee: the Board of Directors agreed to by all present Directors.
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Motion 2:FY2024 annual performance appraisal and year-end bonus issuance.
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Member's opinion: No objections or reservations.
Resolution result: The Chairman's motion was passed for all members present.
The company's handling of the opinion of the compensation committee: the Board of Directors agreed to by all present Directors.
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