Board of Directors' remuneration
A Compensation Committee has been created directly under the board of directors in accordance with "Primax Electronics Compensation Committee Charter" to review remuneration policies, systems, standards, and structures, and to approve and evaluate performance targets for all directors, executives, and managers. All of the committee members are independent directors.
The remunerations of directors include rewards and compensations. Based on the Articles of Association, for the rewards of directors, shall there be profit, no more than 2 % of it shall be contributed as the rewards of directors. This is subjected to a discussion of the Compensation Committee and a resolution of Board, as well as the presentation to the Shareholders’ Meeting. By referring the operating performance and sustainable development, the contribution to the such performance, and the outcomes of appraisal by the Board, reasonable rewards are provided. The remuneration to Chairman is proposed by the HR Department with the considerations of competitive environment, operational risks on the basis of the management regulations and bonus plan assessment. The Compensation Committee approves the proposal by assessing the performance, for the resolution of the Board. The relevant appraisals and reasonableness of compensations are reviewed by the Compensation Committee and the Board; the remuneration system is subjected to review ingbased on the actual operation and relevant laws and regulations.
Training of directors
To improve performance of board members, training courses are arranged regularly by the Company in accordance with "Primax Electronics Corporate Governance Principles", “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies”, and other relevant regulations on the latest domestic and overseas developments in economic, environmental and social governance. Topics included finance, risk management, business, commerce, accounting, law, corporate governance, integrity, ethics, and corporate social responsibility. These training courses help board members maintain their values, professionalism and capabilities. The 8 Primax directors attended 55 hours of continuing education during 2022 and complied with the requirements set by“ Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.” Re-elected directors were required to complete at least 6 hours of training during their term, while newly-elected directors were required to complete at least 12 hours. In addition, 7 out of 8 directors (approximately87 . 5 %) have participated in educational training programs related to corporate sustainability, corporate governance, and net-zero emissions. Among them, about 25 % of the directors received training in courses related to integrity. Communication with all 8 directors is conducted through email, with a 100 % completion rate for communication sessions. Please refer to the table below for details of the courses and the Company’s official website for details of training.
Performance evaluation of the Board of Directors and Functional Committees
For sound corporate governance and improvement of board functionality, Primax Electronics has implemented a board performance evaluation policy since November 10 , 2016 and disclosed it on the corporate website and MOPS. According to the policy, the Company is required to conduct internal board performance evaluation at least once a year, and engage an independent institution or expert team from outside the organization to conduct external board performance evaluation at least once every three ( 3 ) years. Performance evaluation for the current year needs to be completed by no later than the end of the year. The Company has completed the performance evaluation of the Board of Directors and functional committees by external entities in 2017 and 2020 .
The internal performance evaluation for the 2022 Board of Directors was completed at the end of 2022 in accordance with the aforementioned rules. Evaluation unit: Finance and Administration Department. The evaluation was conducted in a questionnaire format. The performance evaluations for the Board of Directors, individual board members, Audit Committee, Compensation Committee, Nomination Committee, and Risk Committee all fall within the range of excellent to outstanding. Directors provided feedback through questionnaires, with an average score of 4 . 98 , indicating a strong agreement (between4 , agreeing, and 5 , strongly agreeing) that the current system and smooth operation of the various functional committees within the company's Board of Directors are well established and recognized. The results of the internal board performance evaluation in 2022 were reported to the Board of Directors on January 17 , 2023 , and the next external board performance evaluation is expected to be conducted in 2023 .
Please visit the Company’s website for detailed information on board performance assessment and outcome of external assessment.