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 approveand evaluate performance targets for all directors, executives, and managers. All of the committee members are independent directors.
The compensation to directors of Primax Electronics include the remuneration and reward to the directors. Based on the Articles of Association, for the rewardsof directors, shall there be profit, no more than 2 % of it shall be contributed asthe 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 reviewing based on the actual operation and relevant laws and regulations. Please refer to 【P18 ~P21 of the 2024 Annual Report of Annual General Meeting】 for details on the calculation of the compensation to directors,supervisors and senior managers.
Continuing education of board directors
To improve performance of the board members, training courses are arranged regularly by the Company in accordance with "Primax Electronics Corporate Governance Best Practice Principles," " Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies" and other relevant regulations of the competent authorities. Meanwhile, the Company keeps aneye on the latest domestic and overseas developments in economic, environmental and social governance. The continuing courses cover topics including finance, risk management, business, commerce, accounting, law, corporate governance, integrity & ethics, and corporate social responsibility to help the board members maintain their values, professionalism and capabilities.
In 2024, all nine Primax directors participated in training, accumulating a total of 73.5 training hours, in full compliance with the "Directions for the Implementation of Continuing Education for Directors and Supervisors." Among the continuing education courses, the training percentage for those related to corporate sustainability, corporate governance and risk management was 100 %, and for those related to ethical management about 24%. Communication with the whole directors was conducted via email, with a 100% completion rate for communication sessions. For detailed further education information, please refer to the 【company's official website】.
Performance evaluation of the Board of Directors and Functional Committees
To strengthen corporate governance and enhance the effectiveness of Board operations, Primax established the "Rules for Performance Evaluation of the Board of Directors" in 2016 and conducts regular internal and external performance evaluations of the Board and its functional committees in accordance with these rules. The most recent external Board performance evaluation was completed in 2023, with relevant policies and implementation details disclosed on the Company's website and the Market Observation Post System.
In 2024, the internal Board performance evaluation was coordinated by the Finance and Administration Department. The evaluation was conducted via questionnaires at the end of the year. The assessment covered overall Board performance, individual director performance, and the operations of the four functional committees. Results indicated that all evaluation criteria were rated between "Excellent" and "Outstanding," demonstrating a strong consensus among Board members regarding the soundness of the Board and each functional committee's governance systems and the effectiveness of their operations. The consolidated results of the 2024 internal evaluation were reported to the Board of Directors on January 20, 2025.
In addition to internal performance evaluation, we also conducted the externalIn addition to internal performance evaluation, we also conducted the externalperformance evaluation in 2023 , and appointed the Taiwan Investor Relations Institute(TIRI) as the unit handling the external performance evaluation on the Board of Directors. TIRI completed the evaluation with the tool developed according to the best practice principles for the performance evaluation at home and abroad in December 2023 . After evaluation, the overall Board of Directors and individual board members were judged to be objective and independent, and the gender equality policy was also implemented step by step. Further, in order to maintain the professionalism and experience of the Board members and senior management, the Company has formulated a succession plan for Board members and key management members. The functional committees covered by the Board of Directors can improve the supervision function and strengthen the management function. The overall evaluation results ranged from Agree ( 4 ) to Strongly Agree ( 5 ). For detailed internal and external performance evaluation results, please refer to the 【official website of Primax】.