Remuneration Committee

Members of the Remuneration Committee

Animportant aspect of corporate governance and risk management is the Remuneration Committee. The board will establish the committee and approve the Remuneration Committee Charter to intensify corporate governance and consolidate the director and executive compensation programs.

This committee is composed of independent directors. The committee may request directors, managers of relevant departments, internal audit officers, certified public accountants, attorneys, or other personnel of this Corporation to attend the meeting as non-voting participants and to provide pertinent and necessary information.

Authority of the Remuneration Committee

The Committee shall be an administrator and faithfully perform the following duties, while also presenting recommendations to the board of directors for discussion:

  1. Periodically reviewing this Charter and make recommendations for amendments.
  2. Establish and periodically review the annual and long-term performance goals of the directors and managerial officers of Brinno and the policies, systems, standards, and structure for their compensation.
  3. Periodically assess the degree to which performance goals for the directors and managerial officers of Brinno have been achieved, and setting the types and amounts of their individual compensation.

The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:

  1. Ensure that the compensation arrangements of Brinno comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
  2. Performance assessments and compensation levels of directors and managerial officers shall take into account the general pay levels of the industry, 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 correlations between the individual's performance and Brinno'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 Brinno.
  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 Brinno.
  4. For directors and senior managerial officers, the percentage of bonus 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 Brinno's business.
  5. The content and amount of remuneration for directors and managers should be determined based on rationality. Decisions on remuneration for directors and managers should not deviate significantly from financial performance.
  6. No member of the Committee may participate in discussions and voting when the Committee is deciding that member's individual compensation.