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Corporate Governance

Functional Committee

  • Remuneration Committee
  • Audit Committee

The composition, responsibilities and operation of the Remuneration Committee:

1.Information of the members of the Remuneration Committee

[1] The company re-elected directors and supervisors in 2018 general shareholders' meeting, the Board of Directors elected Ms. Shengwan Li, Dr. Chih-Hsiung Wu, and Ms. Huiching Huang as members of the third remuneration committee on June 14, 2018. The term of office is from June 14, 2018 to June 13, 2021. As Ms. Shengwan Li resigned on December 19, 2018, Mr. Chih-Yung Chin was elected as the remuneration committee member on February 26, 2019 by the Board of Directors.

[2] Information of the members of the Remuneration Committee is as follows:

Name Education Experience
Dr. Chih-Hsiung Wu -PhD, Dokkyo Medical University, Tochigi, Japan
-B.Med., Taipei Medical College, Taiwan
-Representative of Corporate Director of Medeon Biodesign Co., Ltd.
-CEO of Hsing Tian Kong Foundation Medical Mission
-Superintendent of En Chu Kong Hospital
-Chair Professor, Taipei Medical University
-Director, Taipei Medical University
Mr. Chih-Yung Chin -M.Acc., Case Western Reserve University, Ohio, USA
-B.Int'l Trade, Tamkang University, Taiwan
-Director of Leading Change International CPA Firm
-Supervisor of Young Fast Optoelectronics Co., Ltd.
-Senior Manager, CPA, Pan Asia International & Co.
-CFO of China Optoelectronics Technology Corp.
Ms. Huiching Huang B.Acc., Soochow University, Taiwan -Vice President of Medeon Biodesign Co., Ltd.
-Director of Hsin Chen Management Consultant Company
-Analysist of Nokia Taiwan
-Securities Analysist of Yuanta Securities
-Director, Auditing Department, PricewaterhouseCoopers, Taiwan
Position (Note 1) Name Criteria Conforms to Independence (Note 2) Number of concurrently serving as members of the remuneration committees of other publicly issued companies Note (3)
Lecturer level or above in public and private colleges and universities with relevant materials required for business, legal affairs, finance, accounting or company business Judges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed the national examination required for business with the company and were certified Have work experience required for business, legal affairs, finance, accounting or corporate business 1 2 3 4 5 6 7 8 9 10
Independent Director Dr. Chih-Hsiung Wu v v v v v v v v v v v - -
Independent Director Mr. Chih-Yung Chin v v v v v v v v v v v v - -
Others Ms. Huiching Huang v v v v v v v v v v v - -

Note 1: Please fill in as director, independent director or others.

Note 2: If each member meets the following conditions two years before the election and during the tenure, please check the box below each condition code.


[1] Not an employee of Lumosa or its affiliates.
[2] Directors and supervisors who are not associated to Lumosa or its affiliates. (However, if Lumosa or its parent company, or a subsidiary of the same parent company, the independent directors set up in accordance with this law or local laws and regulations concurrently serve as independent directors, this does not apply).
[3]   Non-self, their spouse, minor children, or other natural person shareholders who hold more than 1% of the total issued shares of the company or hold the top ten shares in the name of others.
[4]   The spouse, relatives within the second class or the direct blood relatives within the third class of the managers listed in (1) or the personnel listed in (2) and (3).
[5]   Directors, supervisors, or supervisors of corporate shareholders who do not directly hold more than 5% of the total issued shares of the company, hold the top five shares, or appoint a representative as the company’s directors or supervisors in accordance with Article 27, Item 1 or Item 2 of the Company Law Employed persons (except for independent directors established by the company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with this law or local laws and regulations).
[6]   More than half of the non-company directors or voting shares are directors, supervisors or employees of other companies controlled by the same person (but if the company or its parent company, subsidiary or subsidiary of the same parent company is based on this Independent directors established by law or local laws and regulations concurrently serve each other, not limited to this).
[7]   Directors, supervisors or employees of other companies or institutions that are not the same person or spouse as the chairman, general manager or equivalent positions of the company (but if the company and its parent company, subsidiary Or independent directors established by subsidiaries of the same parent company in accordance with this law or local laws and regulations concurrently serve each other, not limited to this).
[8]   Directors, supervisors , managers, or shareholders holding more than 5% of shares of a specific company or organization that are not in financial or business dealings with the company (but if a specific company or organization holds 20% of the company’s total issued shares The above, not more than 50%, and the independent directors established by the company and its parent company, subsidiary or subsidiary of the same parent company in accordance with this law or local laws and regulations concurrently serve each other, not limited to this).
[9]   Non-professionals, sole proprietors, partnerships, business owners of companies or institutions who provide audits for companies or affiliated companies or who have received a cumulative amount of remuneration in the past two years not exceeding NT$500,000 in business, legal, financial, accounting and other related services, Partners, directors, supervisors, managers and their spouses. However, this does not apply to members of the Salary and Compensation Committee, Public Acquisition Review Committee, or M&A Special Committee that perform their duties in accordance with the Securities Exchange Act or the relevant laws and regulations of the Corporate Mergers and Acquisitions Act.
[10] Not claims related to Article 30 of the Company Law.


(3) Duty
Formulate and regularly review the company’s directors, supervisors and managers’ performance and remuneration policies, systems, standards and structures, and regularly evaluate the company’s directors, supervisors and managers’ remuneration.


2.Operations of the Remuneration Committee

(1) There are a total of 3 members in Lumosa's Remuneration Committee
(2) The term of office of the members of the Third Salary and Compensation Committee is from June 14, 2018 to June 13, 2021. Since 2020 and as of the publication date of the annual report, the Remuneration Committee has met 3 times (A). The attendance of the members is as follows:

Position Name Actual attendance (B) Number of delegates attended Actual attendance rate% (B/A) Note
Chair Dr. Chih-Hsiung Wu 3 - 100%
Member Ms. Huiching Huang 3 - 100%
Member Mr. Chih-Yung Chin 3 - 100%
Other matters to be recorded:
[1] If the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, it shall state the date of the Board of Directors, the date, the content of the proposal, the results of the resolutions of the Board of Directors, and the company's handling of the opinions of the Remuneration Committee (if the compensation approved by the Board of Directors is better than the recommendation of the Remuneration Committee, should state the difference and reasons): Not applicable
[2] The resolutions of the Remuneration Committee, if members have objections or reservations and have records or written statements, should state the date, period, proposal content, all members' opinions and the handling of members' opinions: Not applicable


(3)The resolutions of the Remuneration Committee for 2020 and as of the issuance of the annual report are as follows:

 Remuneration Committee  Agenda Resolution  The handling of the opinions by the Remuneration Committee 
Sixth meeting of the 3rd session 
3/17/2020
1. 2019 annual performance bonus for managers
2. Lumosa intends to issue new shares to the employees with restricted rights
Agreed and passed by all committee members Approved by all the directors present in the BOD
Seventh meeting of the 3rd session 
11/12/2020
1. Salary and remuneration proposal for the promoted managers
2. Lumosa's first new share with restricted rights allocated to the managers
Agreed and passed by all committee members Approved by all the directors present in the BOD
Eighth meeting of the 3rd session 
4/27/2021
1. 2020 annual salary adjustment proposal for Lumosa's managers
2. 2020 Manager's performance bonus
3. Salary and remuneration plan for hiring managers
Agreed and passed by all committee members Approved by all the directors present in the BOD