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 2023 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.
A total of 9 directors of Primax Electronics attended the continuing education for 66 hours in total in 2023 and, therefore, complied with the requirements of "Directionsfor the Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies." 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 22%. 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
For sound corporate governance and improvement of the Board's functionality,Primax Electronics has the Regulations Governing Evaluation on the Board of Directors in 2016 and disclosed them on the official website and MOPS. The internal performance evaluation for the Board of Directors in 2023 was completed by the Finance and Information Management Division by the end of 2023 , and the evaluation was conducted in the form of questionnaires. Performance evaluations on the Board,Board members, and other four major functional committees all produced outcomes ranging from Good to Excellent. The average scores given by directors for each questionnaire, 4 . 84 , ranged from 4 (Agree) to 5 (Strongly agree). The general out comesof the 2023 internal performance evaluations were reported to the Board on January 24 , 2024 .
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】.