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Remuneration Committee

The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion.
(1)Periodically reviewing the Charter and making recommendations for amendments.
(2)Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors, supervisors, and managerial officers of GSD.
(3)Periodically assessing the degree to which performance goals for the directors, supervisors, and managerial officers of GSD have been achieved, setting the types and amounts of their individual compensation based on the results of the reviews conducted in accordance with the performance assessment standards.

The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:
(1)Ensuring that the compensation arrangements comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
(2)Performance assessments and compensation levels of directors, supervisors, and managerial officers shall take into account the general pay levels in the industry, individual performance assessment results, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to be evaluated are the reasonableness of the correlation between the individual's performance and the Corporation's operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of GSD.
(3)There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the Corporation.
(4)For directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of the Corporation's business.
(5)No member of the Committee may participate in discussion and voting when the Committee is deciding on that member's individual compensation.

"Compensation" as used in the preceding two paragraphs includes cash compensation, stock options, profit sharing and stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures. Its scope shall be consistent with the compensation for directors, supervisors, and managerial officers as set out in the Regulations Governing Information to be Published in Annual Reports of Public Companies.

If the decision-making and handling of any matter relating to the remuneration of directors and managerial officers of a subsidiary is delegated to the subsidiary but requires ratification by the board of directors, the Committee shall be asked to make recommendations before the matter is submitted to the board of directors for deliberation.


The Remuneration Committee Members (appointed on June 23, 2020):

Independent Director: Chang, Yuan-Lung

Independent Director: Chou, Shan-Shan

Independent Director: Chen, Chun- Kuei


Audit Committee

The Committee shall exercise  the following duties:

A. To establish or amend the internal control system in accordance with Article 14-1 of the securities and exchange law.
B. Assessment of the effectiveness of internal control system.
C. In accordance with Article 36-1 of the securities and Exchange Act, the procedures for the handling of material financial business activities, such as acquiring or disposing of assets, engaging in derivatives transactions, lending funds to others, endorsing or providing guarantees for others, shall be prescribed or amended.
D. Matters concerning the interests of the directors themselves.
E. Significant asset or derivative transactions.
F. Major loans, endorsements or guarantees.
G. Offering, issuing or private placement of equity securities.
H. Appointment, removal or remuneration of a certified public accountant.
I. Appointment and removal of the head of finance, accounting or internal audit.
J. Annual financial report and semi-annual financial report.
K. Other major matters prescribed by the Company or the competent authority.


The Audit Committee Members (appointed on June 23, 2020):

Independent Director: Chang, Yuan-Lung

Independent Director: Chou, Shan-Shan

Independent Director: Chen, Chun- Kuei


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