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ESTABLISHMENT OF A REMUNERATION COMMITTEE



The Legislative Yuan passed a bill in November 2010 to amend the Securities and Exchange Act for, among others, adding new provisions on the establishment of a Remuneration Committee by a company whose stocks are listed on the stock exchange or traded over-the-counter ("Listed Company"). Accordingly, on March 18, 2011, the Financial Supervisory Commission of the Executive Yuan announced the Rules on the Establishment of a Remuneration Committee by a Company whose Stocks are Listed on the Stock Exchange or Traded Over-the-Counter and a Remuneration Committee's Functions and Duties ("Rules"). According to the Rules, a Listed Company should establish a Remuneration Committee by adopting a board resolution on the Organization Rules of its Remuneration Committee so as to review regularly and determine the remuneration of its directors, supervisors, and managers.

 

In addition to the qualifications of and restrictions on the members of a Remuneration Committee, such as independence and expertise, the Rules also provide that there should be at least three members in a Remuneration Committee and that a Remuneration Committee should hold at least two meetings a year.

 

Pursuant to the Rules, a Listed Company should establish its Remuneration Committee before September 30, 2011, and its Remuneration Committee should hold at least one meeting before December 31, 2011; provided, however, that a Listed Company with a paid-in capital of less than NT$10,000,000,000 may establish its Remuneration Committee before December 31, 2011 and is not subject to the requirement of having to hold any meetings before December 31, 2011.

 
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