Corporate Governance

Overview

Walsin Lihwa Co., Ltd. (hereafter referred to as Walsin Lihwa) is committed to maintaining its high standard of business ethics, effective accountability, and sound corporate governance in every aspect of business. Such an honest and responsible attitude toward business meets the long-term interest of both Walsin Lihwa and its shareholders, while material information is always timely disclosed to investors and shareholders to maintain high transparency.

Walsin Lihwa believes sound corporate governance is the cornerstone of effective business development to provide high quality products and services while optimizing shareholders’ return on investment. Therefore, a board meeting on June 12, 2019 passed a resolution to establish a Corporate Governance Director position pursuant to Article 23 of the Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers, i.e., the director shall have been in a managerial position for at least three years in a securities, financial, or futures related institution or a public company handling legal affairs, compliance, internal audit, financial affairs, stock affairs, or corporate governance affairs.

The incumbent Corporate Governance Director of Walsin Lihwa is Vice President Hueiping Lo for her legal qualification for the position. i.e., more than three years of financial director experience at a public company.

The Corporate Governance Director is responsible for board meeting and shareholders meeting arrangements, preparation of board meeting and shareholders meeting minutes, assistance in ongoing education and training for directors of the board, provision of information required for performance of duties by directors of the board, assistance in directors of the board’s compliance with law as well as other matters as prescribed in the Articles of Incorporation of Walsin Lihwa and/or contracts to help strengthen board performance and corporate governance effectiveness.

2021 Corporate Governance Implementation Status

  1. Board meeting and relevant committee meeting arrangements to facilitate meeting proceedings and strengthen recusal for conflicts of interest
  2. Provision of information required for performance of duties by directors of the board within the statutory time period to remind them of relevant laws and regulations to be complied with to perform their duties when the board makes a resolution and afterward, and follow through of the progress of how directors’ opinions or suggestions are processed after a meeting
  3. Amendments to important company bylaws.
  4. Arrangement of education and training for directors of the board based on company business characteristics, and provision on a regular basis of information on relevant external education and training opportunities to help enable diversified learning mechanisms
  5. Provision of information required for performance of duties by directors of the board to help streamline their communication with individual business heads, and assistance in independent directors’ communication with the Chief Audit Executive and CPAs to help independent directors effectively perform their duties
  6. Arrangement of evaluation of board performance and individual function committees’ performance
  7. Assessment of procurement of suitable directors and officers liability insurance.
  8. Submission of the international trends of corporate governance as well as latest law and regulation amendments to the board of directors on a regular basis.
  9. Arrangement of orientation for first-time directors through interviews with the company’s individual unit heads to introduce the company’s operations, relevant job contents, and other matters that should be paid attention to.

Status of corporate governance implementation and board members’ education in 2023
Status of corporate governance implementation and board members’ education in 2022
Status of corporate governance implementation and board members’ education in 2021
Status of corporate governance implementation and board members’ education in 2020
Status of corporate governance implementation and board members’ education in 2019

Board of Directors

Other current positions: Chairman of Concord Venture Capital Group; Vice President of Walsin (Hangzhou) Power Cable Co., Ltd. and Jiangsu Taiwan Trade Mart Development Co., Ltd.; Director of Walton Advanced Engineering, Inc., Ltd., Jincheng Construction Co., Ltd., Walsin Lihwa Holding Co., Ltd., Walsin Specialty Steel Corporation, Walsin (Nanjing) Development Co., Ltd. and Nanjing Walsin Expo Exhibition Ltd.; Vice President and Commissioner of PT. Walsin Lippo Industries and P.T. Walsin Lippo Kabel.

Work Experience: Vice Chairman, President, Walsin Lihwa

Education: Business Administration Department, University of Washington

Other current positions: Director of Walsin Lihwa Holding Co., Ltd., Walsin Specialty Steel Corporation, Joint Success Enterprises Limited; President of Chin-Xin Investment Co., Ltd.

Work Experience: Former Assistant Vice President of Investment Dept., Assistant Vice President of Financial Dept., Head of Financial Investment Dept., Assistant Vice President of Commodity Center and Financial Investment Management Center, President of Insulated Wire & Cable BU of Walsin Lihwa Corporation

Education: MBA at College of Notre Dame

Other current positions: Chairman of Winbond Electronics Corporation, Chin-Xin Investment Co., Ltd., Chenghe Investment Co., Ltd.; Director of Walsin Lihwa Corporation, Walsin Technology Corporation, Nuvoton Technology Corporation, Jincheng Construction Co., Ltd., United Industrial Gases Co., Ltd., MiTAC Holdings Corporation, Landmark Group Holdings Ltd., Peaceful River Corporation, Winbond International Corporation, Winbond Electronics Corporation America, Marketplace Management Limited, Nuvoton Investment Holding Ltd., Pigeon Creek Holding Co.,Ltd., Songyong Investment Co., Ltd.; CEO of Winbond Electronics Corporation; Manager, Goldbond LLC; Independent Director, member of the Audit Committee, Nomination Committee and convener of the Compensation Committee at Taiwan Cement Corp.

Work Experience: Former Chairman of Walsin Lihwa Corporation

Education: University of Washington Masters of Electrical Engineer and Business Administration

Other current positions: Chairman of Walsin Technology Corporation, Walton Advanced Engineering, Inc., HannStar Board Corp., Global Brands Manufacture, Prosperity Dielectrics Co., Ltd., Info-Tek Corp., Silitech Technology Corporation, Career Technology Mfg. Co., Ltd.; Director of Inpaq Technology Co., Ltd.

Work Experience: Former Vice President of Walsin Lihwa Corporation

Education: Golden Gate University, Master of Business Administration

Other current positions: Chairman of HannStar Display Corporation, HannStar Display (Nanjing) Corporation, Hannshine Investment Corporation, Hanns Prosper Investment Corporation, Huali Investment Corp., and Mianlu Catering Co., Ltd.; Director of Coretronic Corporation, HannsTouch Solution Incorporated, Bradford Ltd., HannSpirit (BVI) Holding Ltd., Brightpro Resources Limited, and Hannspree International Holdings Ltd.; Supervisor of Torch Investment Co., Ltd.

Work Experience: Director / President of Walsin Lihwa Corporation; Supervisor of Winbond Electronics Corporation; Director of HannStar Board Corp.; Chairman of HannsTouch Solution Incorporated.

Education: Doctorate of Business Administration, City University of Hong Kong and Doctorate of Business Administration, Certificate of Completion, Fudan University in Shanghai

Other current positions: Vice President of Phu My Hung International Corporation; Chief Representative of Central Trading & Development Corporation (Samoa)

Work Experience: Head of Political Section, Ministry of Foreign Affairs Representative Office in the United States; Deputy Representative of the Ministry of Foreign Affairs Representative Office in Canada; Director of the Ministry of Foreign Affairs Office in New York; Representative of the Ministry of Foreign Affairs in India; Political Deputy Minister of the Ministry of Foreign Affairs; Representative of the Ministry of Foreign Affairs in Indonesia; Deputy Minister of the Ministry of National Defense; Chairman of the Mainland Affairs Council, Executive Yuan

Education: Department of Law, Fu-Jen Catholic University; Master’s Degree in Diplomacy, National Chengchi University; MLitt in Law, University of Oxford (UK)

Other current positions: President of Walsin Technology

Work Experience: Vice president of Walsin Technology Corporation

Education: Chung Yuan Christian University AVP

Other current positions: Director of Tung Hua Book Co., Ltd.; Independent Director of Yuanta Financial Holdings & Yuanta Commercial Bank, TTY Biopharm and Lite-On Technology Corporation.

Work Experience: PwC Taiwan Director; Executive Director, Taiwan Corporate Governance Association; Adjunct Professor, School of Science and Technology Management, National Tsing Hua University; Adjunct Professor, School of Management, National Taiwan University of Science and Technology.

Education: Soochow University, Master in Accountancy; Bloomsburg University of Pennsylvania, Master of Business Administration

Other current positions: Managing Director of O-Bank

Work Experience: Managing Director, Central Trust of China; Director, Mega International Commercial Bank; Director, Economic Energy and Agriculture Department, Executive Yuan; Deputy Chairman, Council of Agriculture; Chairman, Central Animal Products Association, Animal Science and Technology Research Institute, Joint Credit Information Center, and Taiwan Cooperative Securities Co., Ltd.

Education: MBA, Graduate School of Business, National Taiwan University

Other current positions: Policy Advisor of Taiwan Electrical and Electronics Manufacturers’ Association; Senior Advisor of Taiwan Transportation Vehicle Manufacturers Association and the Chinese National Federation of Industries; Independent Director of USI Corporation, China Development Financial Holding Corporation & CDIB Capital Group, and Macronix International Co., Ltd. ; Member of Taoyuan Industrial Commercial Development & Investment Promotion Committee.

Work Experience: Director General of the Department of Commerce of the Ministry of Economic Affairs; Director General of the Industrial Development Bureau of the Ministry of Economic Affairs; Minister of the Ministry of Economic Affairs; Chairman of the National Development Council; Vice Premier of the Executive Yuan; CEO of Taoyuan Industrial Commercial Development & Investment Promotion Committee; Director of Shinfox Energy Co., Ltd.

Education: Ph.D., Institute of Forestry, National Taiwan University

Other current positions: Chuanzhi Shared-Office Accounting Firm; Counselor of Lu-Huan-Ko Co., Ltd.; Chairman of KS&A Investment Co. Ltd.; Independent Director of Mercuries F&B

Work Experience: Vice President of KPMG Taiwan Inc.; Executive Director of KMPG Taiwan; Head of Insurance Business of KMPG Taiwan; CPA & Counselor of Audit Department of KMPG Taiwan; Director & CFO of Maxpro Capital Acquisition Corp.

Education: Ph.D. in Accounting, Business School, Renmin University of China, Master of Business Administration, Baruch College, City University of New York, Computer Auditing Joint Course Diploma, NYU/Coopers & Lybrand, Bachelor of Accounting, Department of Business, National Taiwan University

Board Competencies and Diversification

Pursuant to Article 20 of the Corporate Governance Best Practice Principles of Walsin Lihwa, the composition of the board of directors shall be determined by taking diversity into consideration, All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of director shall possess the following abilities:
1. Ability to make operational judgements
2. Ability to perform accounting and financial analysis
3. Ability to conduct management administration
4. Ability to conduct crisis management
5. Knowledge of the industry
6. An international market perspective
7. Leadership
8. Ability to make policy decisions

Board diversity is stipulated in the Corporate Governance Best Practice Principles of Walsin Lihwa, whose board of directors consists of industry elites and professionals from various fields in addition to those elected from shareholders. There are 11 directors of the board and 4 of them (36%) are independent directors. 5 directors of the board are more than 65 years old; 6 are between 55 to 64 years old. To support the government’s Gender Equality Policy Guidelines, increase females’ participation in decision-making, and balance the structure of its board of directors, Walsin Lihwa has 1 female director of the board.

Focusing on strengthening itself in power cables and wires, stainless steel, resources business, as well as commerce and real estate, Walsin Lihwa is expanding into the manufacturing service industry and hopes to become a paradigm of management excellence. Therefore, Chiao Yu-Lon, Chairman of the Board of Walsin Lihwa, is a veteran familiar with and knowledgeable of his company’s business domains to stay on top of the context of industry developments. His open-minded leadership also takes into account of a variety of advice. Chiao Yu-Cheng, Chiao Yu-Heng, and Chao Yu-Chi, three directors of the board once hands-on in management, excel in operations management as well as investment decision-making. Andrew Hsia, one of the directors and a former diplomat known for his international vision, has a good command of the Southeast Asian markets to effectively assist in investment decision-making. Ku Li-Chin, another director, who is familiar with manufacturing and sales of passive components, has experience and expertise in operations management. Patricia Chiao, a female director, excels in management administration, investment judgements, and human resources. All the independent directors of Walsin Lihwa are very knowledgeable about relevant industries and have international market visions. They are Hsueh Ming-Ling, Hu Fu-Hsiung, Duh Tyzz-Jiun, and Gau Wey-Chuan. Hsueh Ming-Ling excels in finance, accounting, and corporate governance. Hu Fu-Hsiung is an administrative and securities exchange expert also knowledgeable about credit information. Duh Tyzz-Jiun provides insight into the big picture of business and relevant industries as well as economic development trends. Gau Wey-Chuan is an accounting, auditing, and information technology professional.

Walsin Lihwa emphasizes the diversity of its board of directors and has one female director of the board pursuant to the Corporate Governance Best Practice Principles, which require no fewer than 3 independent directors of the board, whereas Walsin Lihwa is committed to corporate governance and therefore has 4 independent directors, 36% of the board.

Walsin Lihwa appoints industry elites to its board of directors to assist the company in its core business-related investment projects, accounting, finance, and corporate governance based on their individual domains of professionalism. Their different backgrounds and experiences help synergize advantageous decision-making. The company will accordingly continue inviting competent candidates to join its board based on development strategies as well as internal and external environment changes to help strengthen board diversity.

The diverse professional specialties of the board of directors are provided as below:

Title Chairman Vice Chairman Director Director Director Director Director Independent Director Independent Director Independent Director Independent Director
Name Chiao, Yu-Lon Chiao, Patricia Chiao, Yu-Cheng Chiao, Yu-Heng Chiao, Yu-Chi Hsia, Andrew Ku, Li-Chin Hsueh, Ming-Ling Hu, Fu-Hsiung Duh, Tyzz-Jiun Gau, Wey-Chuan
Gender Male Female Male Male Male Male Male Male Male Male Male
Specialization Management V V V V V V V V V V V
Leadership in Decision-making V V V V V V V V V V V
Industry Knowledge V V V V V V V V V V V
Finance and Law V V V V V V V V
Technology V V V V V V V
Marketing and Sales V V V V
Procurement V V
International Trade V V V V V V V V V
IT V V V V V V V V V
Green Energy and Environmental Protection V V V V

Planning for Succession of Directors and Senior Managerial Officers and Succession Implementation

Pursuant to its Charter of Incorporation and Ethical Corporate Management Best Practice Principles, Walsin Lihwa stipulates its directors the board shall be elected by adopting the candidates nomination system as prescribed in Article 192-1 of the Company Act, and the composition of its board of directors shall take diversity into consideration in addition to company operation, business model, and development planning considerations to select experts from various to organize the board. Moreover, to strengthen board performance and management, Walsin Lihwa established its Nomination Committee on August 6, 2021, and the Organization Rules of the Nomination Committee include the Principles for Selection and Appointment of Directors and Senior Managerial Officers and Their Ongoing Education and Succession Plans.
  • Planning for Succession of Directors and Succession Implementation
    A. For the effectiveness of board diversity, sustainable development, as well as independence and professional qualifications as prescribed in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, Walsin Lihwa factors in the following principles when nominating director candidates:
    a. No discrimination of candidates’ ages, genders, ethnicities, and/or nationalities
    b. Elites with expertise and rich experience in various domains that meet the needs of the company’s diversified development
    c. Knowledge, skills, and experience necessary to perform their duties:
    1. Operational judgements
    2. Accounting and financial analysis
    3. Management and administration
    4. Risk management
    5. Crisis management
    6. Knowledge of the industry
    7. An international market perspective
    8. Leadership
    9. Decision-making
    B. Walsin Lihwa’s Regulations Governing Board Performance Evaluation takes comprehensive consideration of board performance evaluation results, directors’ participation in company operations, as well as their contribution to the company and their responsibilities to confirm the effectiveness of board functioning as a reference for selection of its directors. Moreover, pursuant to the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies, Walsin Lihwa provides ongoing education to its directors to further improve their outstanding characteristics and decision-making effectiveness. In 2021, all directors of the board of Walsin Lihwa complied with the Regulations Governing Board Performance Evaluation and their ongoing education also proceeded well.
  • Planning for Succession of Senior Managerial Officers and Succession Implementation
    A. The selection, development, and succession of senior managerial officers, critical to business sustainability, are planned as follows:
    a. Selection principle: Consistency with the core values of Walsin Lihwa, i.e., business integrity, a down-to-earth attitude toward business, pursuit of excellence, and emphasis on scientific approaches
    b. Succession planning: Management training programs, enhancement of competencies for new technology, and job rotation based on successor candidates’ development potentials to focus on training resources relevant to company and departmental objectives to strengthen such candidates’ competitiveness in their current jobs
    c. Development objective: Visionary leadership development through purposeful, systematic, and well-organized learning by doing to establish the most up-to-date management languages, help optimize the organizational culture at Walsin Lihwa, and lay a solid foundation for sustainable management
    B. How Walsin Lihwa develops possible successor candidates at present:
    a. The president, vice presidents, and other senior managerial officers invited to sit in at quarterly board and operation meetings to help strengthen their decision-making and judgement competencies
    b. Successor candidates’ performance evaluation results as a reference for the selection of qualified successors
    c. Two annual sessions of education and training for senior managerial officers above the divisional director level to cover performance management, leadership, economic and industry knowledge, and business sustainability to help them keep pace with the latest management thinking and stay on top of relevant contemporary issues through exchange and sharing with external lecturers and trainers

Pursuant to Article 14 of its Articles of Association, Walsin Lihwa shall have 9 to 11 directors of the board including at least 3 independent directors, and the number of directors of the board shall be determined by the board, Elections of directors of the board shall abide by the candidate nomination system as prescribed in Article 192-1 of the Company Act, and shareholders shall elect directors from among the nominees listed in the roster of director candidates. The acceptance and public announcement of the nomination of candidates for directors of the board shall be governed by the Company Act, Securities and Exchange Act, and other relevant laws and regulations.

Pursuant to Article 14-4 of the Securities and Exchange Act, Walsin Lihwa has established its Audit Committee in lieu of a supervisor. The Audit Committee consists of all the independent directors of the board to have the Company Act, Securities and Exchange Act, other relevant laws and regulations, and statutory supervision power executed.

Reelection of Directors and Independent Directors in 2023

The 19th term of office of directors and independent directors of Walsin Lihwa expired in 2023, and the 20th term of office was elected pursuant to Article 14 of the Articles of Association at the shareholders’ meeting on May 19, 2023. The newly elected 11 directors including 4 independent directors have a term of office for 3 years, effective upon being elected, from May 19, 2023 through May 18, 2026.

The reelection adopted the candidate nomination system as prescribed in Article 192-1 of the Company Act for shareholders to elect directors from among the nominees listed in the roster of director candidates. The number of director and independent director candidates, candidates’ names, as well as their qualifications, professionalism, independence, and concurrent positions were passed by the board on February 24, 2023 and announced accordingly.

  • Appointment and Qualifications
    Pursuant to Article 192-1 of the Company Act, Walsin Lihwa expressly stipulated in its shareholders’ meeting notice on March 2, 2023 that any shareholder holding 1% or more of the total number of outstanding shares issued by the company may submit to the company in writing a roster of director and independent candidates during the nomination period.
  • Notice of Nomination of Director and Independent Director Candidates on March 2, 2023
Announcement
Number of directors to be elected 11 directors including 4 independent directors (the number of director and independent director candidates nominated shall not exceed the quota of the directors and independent directors to be elected and the director and independent
director candidates nominated shall be legally qualified)
Nomination period March 6 to 16, 2023
Address Shareholders Service Office, Walsin Lihwa
Address: 8F, 398, Xingshang Road, Neihu District, Taipei
Tel: 02-2790-5885
Shareholders’ meeting for review of nomination March 31, 2023
Information required for review The shareholders nominating director and independent director candidates should provide their names, shareholder account numbers (or identity card numbers or tax ID numbers), share certificates, and/or why anyone is nominated if the
nominee has been be an independent director of Walsin Lihwa for 3 consecutive terms of office. Nominees should provide their personal data, independent director declarations, and statuses of concurrent positions as prescribed
by Article 2 to Article 5 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
Others Nil
  • Professional Qualification Requirements for Independent Directors
Mr. Hsueh, Ming-ling Mr. Hu, Fu-hsiung Mr. Duh, Tyzz-Jiun Mr. Gau, Wey-Chuan 
I. An independent director shall meet one of the following professional qualification requirements, together with at least five years’ work experience:
1. An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college, or university; O O
2. A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the
company; and
O O
3. Work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company. O O O O
II. A person to whom any of the following circumstances applies may not serve as an independent director:
1. Any of the circumstances in the subparagraphs of Article 30 of the Company Act, and O O O O
2. Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act. O O O O
III. During the two years before being elected or during the term of office, an independent director may not have been or be any of the following:
1. An employee of the company or any of its affiliates, O O O O
2. A director or supervisor of the company or any of its affiliates, O O O O
3. A natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate of one percent or more of the total number of issued shares of
the company or ranking in the top 10 in holdings,
O O O O
4. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs, O O O O
5. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its
representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act,
O O O O
6. If a majority of the company’s director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company, O O O O
7. If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor),
supervisor, or employee of that other company or institution,
O O O O
8. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution, as noted in the following (1) – (4), that has a financial or business relationship with the
company:
O O O O
(1) It holds 20 percent or more and no more than 50 percent of the total number of issued shares of the company; O O O O
(2) It holds shares, together with those held by any of its directors, supervisors, and shareholders holding more than 10 percent of the total number of shares, in an aggregate total of 30 percent or more of the total number of issued
shares of the public company, and there is a record of financial or business transactions between it and the public company. The shareholdings of any of the aforesaid persons include the shares held by the spouse or any minor child of the
person or by the person under others’ names;
O O O O
(3) It and its group companies are the source of 30 percent or more of the operating revenue of the company; and O O O O
(4) It and its group companies are the source of 50 percent or more of the total volume or total purchase amount of principal raw materials (those that account for 30 percent or more of total procurement costs, and are indispensable and
key raw materials in product manufacturing) or principal products (those accounting for 30 percent or more of total operating revenue) of the company.
O O O O
9. The preceding restrictions do not apply to a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the
company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative
compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and
acquisition, who exercises powers pursuant to the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or to the Business Mergers and Acquisitions Act or related laws or regulations.
O O O O
IV. No independent director of the company may concurrently serve as an independent director of more than three other public companies. O O O O
V. Pursuant to the Company Act andRegulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,there are 2 independent directors andnot less than one-fifth of the
director seats are held by independent directors.
O O O O
  • Nomination Process and Candidate Data
    From March 6 to 16, 2023, any shareholder holding 1% or more of the total number of outstanding shares issued by the company could submit to the company in writing a roster of director and independent director candidates. As of March 16, 2023, no shareholder submitted any roaster. On February 24, 2023 when the board nominated director and independent director candidates, the independent director candidates already met the qualification requirements for professionalism, independence, and concurrent serving restrictions as prescribed by the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and they were accordingly announced.
  • Election and Appointment
    On May 19, 2023, the shareholders’ meeting reelected directors and independent directors by disclosed cumulative voting and the votes for directors and independent directors were separately counted pursuant to the company’s Methods of Election of Directors of the Board. The term of office of the new board is 3 year from May 19, 2023 through May 18, 2026.

Meeting Date Important Resolution
2024/2/19 Approval of subsidiary Cogne Acciai Speciali S.p.A. acquiring 100% equity of Mannesmann Stainless Tubes GmbH (Germany), with the total amount not exceeding EUR 135 million.
2024/1/26 Approval of subsidiary Cogne Acciai Speciali S.p.A. acquiring 65% equity of Com.Steel Inox S.p.A.(Italy), with the total amount not exceeding EUR 28 million.

Meeting Date Important Resolution
2023/11/3 1.Approval of the consolidated financial statements of the 3rd quarter of 2023.
2.Approval to participate in the cash capital increase in Winbond Electronics Corp. with a total amount not exceeding NT$1.2 billion.
2023/8/11 1.Approval of the consolidated financial statements of the 2nd quarter of 2023.
2.Resolved to dispose of 29.5% equity of PT. Westrong Metal Industry in Indonesia for a total amount of USD 146 million.
3.Resolved to acquire 75% equity of Berg Holding Limited in Hong Kong for a total amount of USD 119 million.
(As a result of this acquisition, Walsin Singapore Pte. Ltd. holds a total of 79.61% of PT. Sunny Metal Industry’s stock.)
2023/5/29 Approved to issue common shares for cash to sponsor the issuance of GDR, with a tentative issuance range of 240,000 thousand to 300,000 thousand common shares.
2023/5/5 1.Approval of the consolidated financial statements of the 1st quarter of 2023.
2.Approval of subsidiary Cogne Acciai Speciali S.p.A. acquiring 100% equity of Special Melted Products Ltd., with a transaction amount was approximately GBP 144 million.
3.Approval of the total amount will not exceed EUR 140 million to inject capital to Cogne Acciai Speciali S.p.A. via Luxembourg subsidiaries.
4.Approval of represented subsidiary WALSIN ENERGY CABLE SYSTEM CO., LTD. to announcement the acquisition of right-of-use assets of land from related party.
2023/3/24 1.The BOD resolved to convene 2023 annual shareholders’ meeting. (Adding new cause)
2.Approval of the total amount will not exceed 300 million new common shares to sponsor issuance of GDR and/or issue new common shares via book building.
3.Approval of a US$45,000,000 capital increase at Walsin Singapore Pte., a wholly owned subsidiary.
2023/2/24 1.Approval of the 2022 business report.
2.Approval of the 2022 earnings distribution plan to pay NT$1.8 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 19, 2023 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.
4.Approval of the total amount will not exceed NT$10 billion to issue corporate bond.
5.Approval of the company and its subsidiary Walsin Energy Cable System Co., Ltd., to sign Joint Venture Agreement, Technology Consultancy Agreement and Technology Licence Agreement with Sweden’s NKT HV Cables AB, and the company to participate the capital increase in cash of its subsidiary Walsin Energy Cable System Co., Ltd. with total amount of NT$2.7 billion.
6.Approval of represented subsidiary Borrego Energy, LLC to announce the disposal of its business of the solar PV and energy storage procurement platform division, with a transaction amount was approximately US$35 million.

Meeting Date Important Resolution
2022/11/4 1.Approval of the consolidated financial statements of the 3rd quarter of 2022.
2.Approval of a US$300,000,000 capital Increase at Walsin Singapore Pte., a wholly owned subsidiary.
3.Resolved to terminate the trading of Global Depositary Receipts(GDRs) on the London Stock Exchange.
2022/8/5 1.Approval of the consolidated financial statements of the 2nd quarter of 2022.
2.Resolved to acquire 29.5% equity of PT. Westrong Metal Industry in Indonesia for the total amount of USD 146 million.
3.Resolved to loan to subsidiary PT. Sunny Metal Industry for NT$5,223,290,000.
2022/5/31 1.Resolved to acquire 70% equity of Cogne Acciai Speciali S.p.A. in Italy for the total amount of EUR 225 million.
2.Resolved to acquire 40% equity of Innovation West Mantewe Pte. Ltd. (hereinafter referred to as IWM) in Singapore for the total amount of US$ 80 million, IWM holds 45% equity of PT. Transcoal Minergy (an Indonesian company).
2022/5/24 1.Resolved to the disposal of land to Hwa Bao Botanic Conservation Corp., implementing the project to conserve and collect of native plant resources, and to cultivate the capability of conservation native plant resources.
2.Resolved to spin off and sell the development business of the Company’s U.S. subsidiary, Borrego Solar Systems, Inc. to ECP , for restructuring the Company’s business strategy of green energy.
2022/5/6 Approval of the consolidated financial statements of the 1st quarter of 2022.
2022/4/11 Resolved to acquire 50.1% equity of PT. Sunny Metal Industry in Indonesia for the total amount of US$ 200 million.
2022/3/18 1.The BOD resolved to convene 2022 annual shareholders’ meeting(method of convening the meeting: hybrid shareholders’ meeting) and adding new cause.
2.Approval of the acquisition of right-of-use assets of land for the term of 20 years located at intercontinental container terminal project phase 1 back line A6-A at port of Kaohsiung.
3.Approval of the total amount will not exceed NT$10 billion to issue corporate bond.
2022/2/22 1. Approval of the 2021 business report.
2.Approval of the 2021 earnings distribution plan to pay NT$1.6 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 13, 2022 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.

Meeting Date Important Resolution
2021/12/13 Approval of the cash capital increase and tentative number of common shares to be issued is 300,000,000 shares.
2021/11/05 Approval of the financial statements of the 3rd quarter of 2021.
2021/08/06 1.Approval of the financial statements of the 1st half of 2021.
2.Approval of the total amount will not exceed NT$10 billion to issue unsecured corporate bond.
2021/06/25 1.A regular shareholders’ meeting has been rescheduled at 9:00 a.m., July 15, 2021 at 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei City.
2.Approval of the total transaction amount will not exceed USD178,500 thousand to acquire 100% equity of New Hono Investment Pte. Ltd.
2021/05/07 Approval of the financial statements of the 1st quarter of 2021.
2021/02/26 1.2020 business report presentation
2.Passage of the 2020 earning distribution plan to pay NT$0.9 in cash per share
3.A regular shareholders’ meeting scheduled at 9:00 a.m., May 28, 2021 at 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei City
4.Passage of secured ordinary corporate bond issuance up to NT$8 billion。
2021/01/22 1.Passage of an appointment of a new Corporate Governance Director
2.Passage of an acquisition of ordinary shares up to NT$1.8 billion from TECO Electric & Machinery Co., Ltd.

Meeting Date Important Resolution
2020/11/20 Approval of a capital increase by offering 205,332,690 new shares in exchange for 171,103,730 ordinary shares from TECO Electric & Machinery Co. — a ratio of 1: 0.8333 — for the two companies to strengthen strategic cooperation.
2020/11/13 1.Report of the financial statements of the 3rd quarter of 2020.
2.Approval of a buyback of 60,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on November 16, 2020.
3.Approval of a US$54,000,000 capital reduction at Walsin Specialty Steel Holdings Ltd., an important subsidiary.
4.Approval of a capital expenditure budget for an expected investment of NT$4.3 billion in smart manufacturing facilities for power cable production and warehouse automation.
2020/08/04 1.Approval of the financial statements of the 1st half of 2020.
2.Approval of appointment of members of the 4th term of office of the Remuneration Committee.
3.Approval of a financial executive reshuffle.
4.Approval of a buyback of 40,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on August 5, 2020.
5.Approval of the 25th treasury stock buyback from August 5 through October 4, 2020 for a buyback of 60 million shares on the open market with the buyback price ceiling at NT$17.5 per share.
2020/05/29 Approval of the election and appointment of the chairman of the board
2020/04/10 1.Approval of a Chief Marketing Officer reshuffle.
2.Approval of additions to the regular shareholders’ meeting agenda on May 29, 2020.
3.Approval of the 24th treasury stock buyback from April 13 through June 12, 2020 for a buyback of 40 million shares on the open market with the buyback price ceiling at NT$16.5.
2020/02/27 1.Approval of the 2019 business report.
2.Approval of the 2019 earnings distribution plan to pay NT$0.5 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 29, 2020 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.
4.Approval of an audit executive reshuffle.
5.Approval of an acquisition of ordinary shares from HannStar at no higher than NT$540 million.
2020/01/10 1.Approval of the establishment of PT Walsin Nickel Industrial Indonesia to set up nickel pig iron and power plants in the Morowali Industrial Park.
2.Approval of a loan of NT$7,495,000,000 provided to PT Walsin Nickel Industrial Indonesia.
3.Approval of a US$178,500,000 corporate bond acquisition from Golden Harbour International Pte. Ltd.

Meeting Date Important Resolution
2019/11/01 1.Report of the financial statements of the 1st 3 quarters of 2019.
2.Approval of selling part of the land and buildings of the Yangmei plant to Prosperity Dielectrics.
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2019/06/12 1.Approval of appointment of a new President.
2.Approval of a financial executive reshuffle.
3.Approval of installation of a governance director.
2019/05/24 1.Approval of a sale of 94.3% of the company’s shareholdings in Nanjing Walsin Metal Co. Ltd. to Gree Electric Appliances Inc. of Zhuhai through two subsidiaries, Renowned International Limited and Walsin China Investment Co., Ltd.
2.Approval of Renowned International Limited’s capital reduction to return the payment of RMB$161,374,000 for share subscription and proceed with liquidation.
3.Approval of Renowned International Limited’s capital reduction to return the payment of US$70,917,455 for share subscription.
2019/05/06 Report of the financial statements of the 1st quarter of 2019.
2019/02/22 1.Approval of the 2018 business report.
2.Approval of the 2018 earnings distribution plan to pay NT$1.2 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 24, 2019 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.

Meeting Date Important Resolution
2018/08/02 1.Report of the financial statement of the 1st half of 2018.
2.Approval of a buyback of 40,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on August 6, 2018.
2018/05/04 1.Report of the financial statements of the 1st quarter of 2018.
2.Approval of Walsin Specialty Steel Holdings Ltd.’s US$100 million capital increase.
2018/02/23 1.Approval of the 2017 business report.
2.Approval of the 2017 earnings distribution plan to pay NT$1 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 25, 2018 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.
4.Approval of participation in Powertec Energy’s seasoned equity offering to subscribe to 34,027,000 shares totaling NT$340 million.

Meeting Date Important Resolution
2017/11/03 1.Report of the financial statements of the 1st 3 quarters of 2017.
2.Approval of participation in Winbond’s seasoned equity offering to subscribe to 72,521,000 shares totaling NT$1.6 billion.
2017/08/04 1.Report of the financial statements of the 1st half of 2017.
2.Approval of appointment of the Chief Information Officer and the Chief Technology Officer.
2017/05/26 1.Approval of establishment of the Audit Committee.
2.Approval of appointment of the members of the 3rd term of office of the Remuneration Committee.
2017/05/05 1.Report of the financial statements of the 1st quarter of 2017.
2.Approval of a buyback of 30,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on May 5, 2017.
2017/02/17 1.Approval of the 2016 business report.
2.Approval of the 2016 earnings distribution plan to pay NT$0.7 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 26, 2017 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.
4.Approval of participation in Powertec Energy’s seasoned equity offering to subscribe to its shares up to NT$693 million.
2017/01/13 1.Approval of lifting the non-competition restriction on managerial officers.
2.Approval of Walsin Specialty Steel Holdings Ltd.’s capital reduction to return the payment of US$4,400,000 for share subscription.
3.Approval of donation to the HannStar Foundation — a juridical person — to help promote cultural and education events as well as the culture and creative industries.

Meeting Date Important Resolution
2016/10/28 1.Report of the financial statements of the 1st 3 quarters of 2016.
2.Approval of company organization adjustment that the chairman of board does not concurrently serve as CEO.
3.Approval of appointment of independent director Hsueh, Ming-Ling as a member on the Remuneration Committee.
4.Approval of Walsin Lihwa Holdings Ltd.’s capital reduction to return the payment of US$225 million for share subscription.
5.Approval of a buyback of 120,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on November 1, 2016.
2016/07/29 1.Report of the financial statements of the 1st half of 2016.
2.Approval of lifting the non-competition restriction on managerial officers.
3.Approval of a buyback of 60,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on August 1, 2016.
4.Approval of a buyback of 120,000,000 shares as treasury stock to maintain company credit and shareholder interests.
5.Approval of cash dividend distribution for 2015 with the ex-dividend day (shares bought not entitled to dividend payout) scheduled on October 18, 2016, the ex-dividend record day on October 24, 2016, and the dividend payout date on November 11, 2016.
2016/04/29 1.Report of the financial statements of the 1st quarter of 2016.
2.Approval of Walsin (Nanjing) Development Co., Ltd.‘s mall and office complex construction in the AB block of Walsin Centro.
3.Approval of a buyback of 60,000,000 shares as treasury stock.
2016/02/26 1.Approval of the 2015financial statements.
2.Resolution of a cash dividend payment of NT$0.2 per share.
3.A regular shareholders’ meeting at 9 a.m. on May 25, 2016 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.

Meeting Date Important Resolution
2015/10/28 1.Report of the financial statements of the 3rd quarter of 2015.
2.Approval of the Business Integrity Committee’s 2015 implementation results and work planning for 2016.
3.Report of achievements in corporate social responsibility promotion in 2015.
2015/07/29 1.Report of the financial statements of the 1st half of 2015.
2.Implementation of Walsin Specialty Steel Holdings Ltd.’s capital reduction out of overall financial planning.
2015/06/17 Approval of a buyback of 40,000,000 shares as treasury stock transferred to employees.
2015/04/29 Report of the financial statements of the 1st quarter of 2015.
2015/04/01 Resolution of implementation of Walsin Lihwa Holdings Ltd.’s US$420 million seasoned equity offering for working capital enhancement.
2015/02/17 1.Approval of the 2014 financial statements.
2.A regular shareholders’ meeting at 9 a.m., May 27, 2015 at Grand Victoria Hotel Taipei.
3.Resolution of no dividend payout.
2015/01/14 1.Approval of lifting the non-competition restriction on managerial officers.
2.Shares of NT$498 million in Walsin Lippo Industries acquired from Walsin Lihwa Holdings Ltd. for investment structure streamlining.
3.Implementation of inter-subsidiary financing to strengthen financial management effectiveness.

Meeting Date Important Resolution
2014/10/29 1.Report of the financial statements of the 3rd quarter of 2014.
2.Shares of up to RMB$340 million in Hangzhou Walsin Power Cable & Wire Co., Ltd. acquired through Walsin China Investment Co., Ltd., a newly established overseas holding subsidiary.
3.Proposed divestment of 50 million ordinary shares in Winbond at no lower than NT$9 per share from November 1, 2014 through April 30, 2015.

Pursuant to the Regulations Governing Board Performance Evaluation of Walsin Lihwa, the Company shall conduct board performance evaluation at least once every year, and such evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three year. The board performance evaluation for the current year shall be conducted at the end of each year.
In 2018 and 2022, the Company commissioned the Taiwan Corporate Governance Association — an independent third party without any business dealing with the Company — to evaluate 8 major aspects of the board performance. Interviews and questionnaire surveys took place to evaluate the 8 major aspects, including the board’s organization, guidance, delegation, supervision, communication, self-discipline, internal control, and risk management. In 2018 and 2022, the Company commissioned the Taiwan Corporate Governance Association — an independent third party without any business dealing with the Company — to evaluate 8 major aspects of the board performance. Interviews and questionnaire surveys took place to evaluate the 8 major aspects, including the board’s organization, guidance, delegation, supervision, communication, self-discipline, internal control, and risk management. Through the evaluation by the professional organization as well as exchange with and guidance from the panel, the Company is able to benefit from objective and professional evaluation results and recommendations.
The 2022 board performance evaluation was completed in December 2022, and the evaluation results were reported at a board meeting on January 10, 2023. For more details, please refer to the file attached to the webpage.

  • The Attendance Records of the Board Members
    During the 19th term of office of directors of the board from May 29, 2020 through May 18, 2023, 25 board meetings were convened and the attendance to the meetings follows:

During the 20th term of office of directors of the board from May 19, 2023 through May 18, 2026, 5 board meetings were convened and the attendance to the meetings follows:

Function Committee

Convener ○
Member●

Committee members Specialism Audit Committee Compensation Committee Sustainable Development Committee Nomination Committee
Chiao, Yu-Lon Chairman Business leadership and management
Chiao, Patricia
Vice Chairman
Industry management, sales, and procurement
Hsueh, Ming-Ling
Independent Director
Accounting and corporate governance
Hu, Fu-Hsiung
Independent Director
Finance and technology
Duh, Tyzz-Jiun Independent Director Industry management and Green Energy
Gau, Wey-Chuan Independent Director Finance, law and technology
Pan, Fred President Business strategy development and financial accounting Secretary General

To strengthen corporate governance, ensure a sound system for compensation management of the Board of Directors, and protect the rights and interests of shareholders, in September 2011, the Board of Directors approved the Compensation Committee Charter which is pursuant to Article 14-6-1 of the Securities and Exchange Act as well as the Regulations Governing the Appointment and Exercise of Powers by the Compensation Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter promulgated by the Financial Supervisory Commission on March 18, 2011. The Board of Directors also approved to establish the Compensation Committee on September 27, 2011.

Duties of the committee

The Compensation Committee assists the Board in discharging its responsibilities related to execute and evaluate the compensation programs of Walsin Lihwa’s directors of the Board and executives.

1.Regularly review the Compensation Committee organic regulations and provide amendment recommendations.
2.Develop the criteria for evaluating the performance of the directors of the board and senior management, and regularly review such criteria as well as the annual performance objectives for the directors of the board and senior management and the company compensation standard, structure, system, and policy.
3.Regularly review to which extent the directors of the board and senior management achieve their performance objectives to decide what should be included in their compensation and the monetary values of their compensation based on the performance review results.

Committee members

The Committee consists of 4 members appointed by resolution of the board of directors. Currently, the fourth term Compensation Committee is comprised of all four independent directors; whose term is from May 19, 2023 to the tenure expired date of the 20th term board of directors of Walsin Lihwa Corp.

Committee operation

The operation of the Compensation Committee is in accordance with the company’s Compensation Committee Charter. The Committee meets at least two times a year.

The 4th term of office of the Compensation Committee from August 4, 2020 through May 18, 2023 convened 11 meetings, and the attendance of the committee members is provided as below.

As of 20 February 2023
Title Name  The attendance of the committee members
in the 4th term
The attendance of the committee members
in 2023
Times of Attendance
in Person
Times of Attendance
by Proxies
Percentage of Attendance
in Person
Times of Attendance
in Person
Times of Attendance
by Proxies
Percentage of Attendance
in Person
Convener Du, King-Ling 11 0 100 2 0 100
Member Hsueh, Ming-Ling 11 0 100 2 0 100
Member Chen, Shiang-Chung 11 0 100 2 0 100
Member Hu, Fu-Hsiung 11 0 100 2 0 100

The 5th term of office of the Compensation Committee from May 19, 2023 through May 18, 2026 convened 1 meetings, and the attendance of the committee members is provided as below.

As of 29 May 2023
Title Name  The attendance of the committee members
in the 5th term
The attendance of the committee members
in 2023
Times of Attendance
in Person
Times of Attendance
by Proxies
Percentage of Attendance
in Person
Times of Attendance
in Person
Times of Attendance
by Proxies
Percentage of Attendance
in Person
Convener Hsueh, Ming-Ling 1 0 100 1 0 100
Member Hu, Fu-Hsiung 1 0 100 1 0 100
Member Tyzz-Jiun Duh 1 0 100 1 0 100
Member Wey-Chuan Gau 1 0 100 1 0 100

Please refer to our annual reports and the Market Observation Post System of the Taiwan Stock Exchange for details of the meetings convened and attendance of individual members on the committee.

Compensation Committee Meeting Agenda and Resolution in 2023
Compensation Committee Meeting Agenda and Resolution in 2022
Compensation Committee Meeting Agenda and Resolution in 2021
Compensation Committee Meeting Agenda and Resolution in 2020

Walsin Lihwa (the “Company”) established the Audit Committee (the “Committee”) consisting of independent directors pursuant to Article 14-4 of the Securities and Exchange Act, and established the Audit Committee Charter pursuant to the Article of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies on May 26, 2017.

Duties of the committee

The powers of the Committee are as follows:

  1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  2. Assessment of the effectiveness of the internal control system.
  3. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
  4. Matters in which a director is an interested party.
  5. Asset transactions or derivatives trading of a material nature.
  6. Loans of funds, endorsements, or provision of guarantees of a material nature.
  7. The offering, issuance, or private placement of equity-type securities.
  8. The hiring or dismissal of a certified public accountant, or their compensation.
  9. The appointment or discharge of a financial, accounting, or internal audit officer.
  10. Financial reports which are signed or sealed by the chairperson, managerial officer, and accounting officer.
  11. Other material matters as may be required by the Company or by the competent authority.

Annual Foci

    1. Agendas prepared for the Audit Committee and other communication meetings
    2. Meeting arrangements such as meeting notifications and minutes for the Audit Committee
    3. Follow-through to implement the improvements required by Audit Committee
    4. Provision of the information necessary for independent directors to fulfill their duties
    5. The Audit Committee’s annual self-evaluation
    6. Promulgation of and amendment to the Audit Committee Charter and relevant operation methods
    7. Declaration of the matters relevant to the Audit Committee Charter and how the Committee operates

Related party transactions and possible conflicts of interest among all employees, managerial officers, and

  1. directors of the board
  2. Suggestions and complaints by stakeholders
  3. Exchange and interest rate risk management
  4. Information security
  5. Industrial safety, environmental protection, and legal compliance

Committee operation

The operation of the Audit Committee is in accordance with the Company’s Audit Committee Charter. The Committee shall convene at least once quarterly.

The 2nd term of office of the Audit Committee from May 29, 2020 through May 18, 2023 convened 29 meeting, and the attendance of the committee members is provided as below.

As of 5 May 2023
Title Name  The attendance of the committee members
in the 2nd term
The attendance of the committee members
in 2023
Times of Attendance
in Person
Times of Attendance
by Proxies
Percentage of Attendance
in Person
Times of Attendance
in Person
Times of Attendance
by Proxies
Percentage of Attendance
in Person
Convener Hsueh, Ming-Ling 29 0 100 5 0 100
Member Du, King-Ling 29 0 100 5 0 100
Member Chen, Shiang-Chung 28 1 97 5 0 100
Member Hu, Fu-Hsiung 29 0 100 5 0 100
During the 3th term of office of the Audit Committee from May 19, 2023 through May 18, 2026, 5 meetings were convened and the attendance to the meetings follows.
As of 13 Dec 2023
Title Name  The attendance of the committee members
in the 2nd term
The attendance of the committee members
in 2023
Times of Attendance
in Person
Times of Attendance
by Proxies
Percentage of Attendance
in Person
Times of Attendance
in Person
Times of Attendance
by Proxies
Percentage of Attendance
in Person
Convener Hu, Fu-Hsiung 5 0 100 5 0 100
Member Hsueh, Ming-Ling 5 0 100 5 0 100
Member Duh,Tyzz-Jiun 5 0 100 5 0 100
Member Gau,Wey-Chuan 5 0 100 5 0 100

Please refer to our annual reports and the Market Observation Post System of the Taiwan Stock Exchange for details of the meetings convened and attendance of individual members on the committee.

The resolution of the Audit Committee in 2023
The resolution of the Audit Committee in 2022
The resolution of the Audit Committee in 2021
The resolution of the Audit Committee in 2020

The Sustainable Development Committee was established pursuant to a resolution at the 17th meeting convened by the 18th term of the Board of Directors on November 1, 2019, when the Sustainable Development Committee Charter was also stipulated. The Committee consists of 4 to 7 members. At least half of the members shall be independent directors and the Committee convener shall be elected among the members themselves. The Committee in its current term of office has 6 members, including the Chairperson and Vice Chairperson of the Board as well as independent directors. The Committee’s organization structure and duties are provided as below:

Committee Duties

The duties of the committee include establishing promotion centers or changing its existing promotion centers, reviewing the annual plans of individual promotion centers, overseeing and following up individual promotion centers’ implementation results, and amending the committee organization regulations.

Five centers under the committee with respective responsibilities

Business Integrity Business Integrity Center, responsible for helping the board and management check and assess whether corruption and fraud prevention measures are effectively implemented, and report the compliance status in relevant business practices on a regular basis. Develop programs to prevent dishonest practices, with standard operation procedures and the code of conduct specified in each program. Plan for subunits and duties of such units to arrange mutual-monitoring, check and balance mechanisms targeting the business activities more liable to dishonest practices. Promote and coordinate the business integrity policy through employee education and training.
Environment, healthy, and safety The Environment, Health, and Safety Center, responsible for developing and implementing Walsin Lihwa’s environmental protection as well as occupational hygiene and safety policies, oversees and reports the results of implementing such policies. The committee consisting of the executives in charge of different business units and relevant staff members is able to implement the aforementioned policies and resolve related issues across different business units.
Green operation The Green Operation Management Center, responsible for green business strategy development based on the status of CSR implementation by Walsin Lihwa, helps identify the green products and services that can be valuable in the future. Such a green business orientation factors in product design, material procurement, production, and sale and service.
Customer service and supplier management The Customer Service and Supplier Management Center, responsible for planning and implementing customer service optimization and supplier management policies, oversees the effectiveness of customer service optimization and supplier management implementation and reports related achievements to the Board of Directors. The committee consisting of the executives in charge of different business units and relevant staff members is able to implement the aforementioned policies and resolve related issues across different business units.
Employee Relations and Social Engagement The Employee Relations and Social Engagement Center, responsible for developing a healthy and safe work environment while providing reasonable remuneration and welfare packages, encourages employees to bring their competencies into full play. The committee also engages in social care policy development for Walsin Lihwa to take public-interest initiatives and substantially fulfill its CSRs.

Organizational structure of the committee


Committee Operation

The establishment of the Sustainable Development Committee is intended to further strengthen sustainable development, corporate governance, and the board of directors’ commitment to business integrity. The operation of the committee shall abide by the Sustainable Development Committee Charter of Walsin Lihwa, and the committee shall convene at least twice annually to review the annual plans of the five centers under the committee as well as their plan implementation results to report to the board of directors in the following year.

The 3rd term of office of the Sustainable Development Committee from December 22, 2023 through May 18, 2026 convened 3 meetings, and the attendance of the committee members is provided as below.

Status of Business Integrity Promotion

The 2023 status was reported to the board of directors on January 26,2024. And the report details are tabulated as attached:
Status of Business Integrity Promotion in 2023

The 2022 status was reported to the board of directors on January 10,2023. And the report details are tabulated as attached:
Status of Business Integrity Promotion in 2022

The 2021 status was reported to the board of directors on January 11,2022. And the report details are tabulated as attached:
Status of Business Integrity Promotion in 2021

The Business Integrity Center reported its 2019 and 2020 implementation statuses to the board of directors respectively on January 11, 2020 and January 22, 2021. For details, please refer to the appendix at the end of the webpage.
Introduction of Business Integrity Promotion and Annual Implementation Status

Communication with Stakeholders

The year 2019 witnessed the beginning of the status on communication with stakeholders reported to the board of directors every year.

The 2023 status was reported to the board of directors on November 4, and the report details are tabulated as below.
Report on Communication with Stakeholders in 2023

The 2022 status was reported to the board of directors on November 4, and the report details are tabulated as below.
Report on Communication with Stakeholders in 2022

The 2021 status was reported to the board of directors on November 5, and the report details are tabulated as below.
Report on Communication with Stakeholders in 2021

The 2020 status was reported to the board of directors on November 13, and the report details are tabulated as below.
Report on Communication with Stakeholders in 2020

The 2019 status was reported to the board of directors on November 1, and the report details are tabulated as below.
Report on Communication with Stakeholders in 2019

To optimize board functions, strengthen management mechanisms, and live up to the vision for sound corporate governance, the Nomination Committee Charter is enacted pursuant to Article 27-3 of the Corporate Governance Best Practice Principles jointly adopted by the Taiwan Stock Exchange and Taipei Exchange as well as Article 27 of the Walsin Lihwa Corporation Corporate Governance Best Practice Principles. On August 6, 2021, the 10th meeting convened by the 19th term of office of the Board of Directors decided to establish the Nomination Committee (hereafter referred to as the Committee) and enacted the Committee’s charter.

Duties of the committee

Authorized by the Board of Directors, the Committee shall exercise the due care of a good administrator to faithfully fulfill its duties and responsibilities prescribed as below and submit its nominations to the Board of Directors for discussion and consideration.
1. Set up the criteria for the professional knowledge, competencies, experiences, genders, independence, and diverse backgrounds required for the Board of Directors and managerial officers to seek, review, and nominate the candidates for the Board of Directors and managerial officers.
2. Establish individual function committee structures and review the enactment of and amendment to individual function committees’ charters.
3. Develop plans of ongoing education for the Board of Directors and succession of managerial officers, and review such plans on a regular basis.
4. Review corporate governance, board performance, and the enactment of and amendment to relevant regulations.
5. Implement the Board’s resolutions that the Committee is responsible for.

Committee members

The Committee shall consist of at least three Directors of the Board recommended by the Board of Directors and a majority of the Committee members shall consist of Independent Directors of the Board.
The 2nd term of office of the Committee consists of the Chairman of the Board and 4 Independent Directors of the Board, whose term of office started on May 19, 2023 and will last until the expiration of the 20th term of office of the Board of Directors.

Committee operation

The Committee operates according to Nomination Committee Charter and shall convene at least twice a year.
The 1st term of the Committee convened 8 meetings, and the attendance of the committee members is provided as below.

The 2nd term of the Committee convened 2 meetings, and the attendance of the committee members is provided as below.

Please refer to our annual reports and the Market Observation Post System of the Taiwan Stock Exchange for details of the meetings convened and attendance of individual members on the committee.
Nomination Committee Meeting Agenda and Resolution in 2023
Nomination Committee Meeting Agenda and Resolution in 2022
Nomination Committee Meeting Agenda and Resolution in 2021

Internal Audit

Internal Audit Organization and Operation

The comprehensive internal audit system and Audit Committee of Walsin Lihwa help ensure effective internal control and report. The company’s internal audit procedures stipulate the power and responsibilities of its Auditing Office, audit requirements, and approval authority. All the business activities at Walsin Lihwa and its subsidiaries are subject to internal audits.

The Auditing Office– an independent unit with a chief audit executive and dedicated auditors — reports directly to the board of directors. Corporate Governance Best Practice Principles of the company stipulates that the appointments and removals of the dedicated auditors, assessment of their performance, and their compensation packages are reported by the chief audit executive to the chairman of the board for approval. The management of Walsin Lihwa values the Auditing Office, Audit Committee, and their auditors, which are adequately empowered to ensure ongoing and effective implementation of the internal audit system by rigorously checking and evaluating internal control shortcomings and operational effectiveness while assisting the board of directors and management in fulfilling their corporate governance duties.

The chief audit executive and independent directors of the board shall meet at least once quarterly to report the statuses of internal control and audit implementation to the Audit Committee. In case of major abnormalities, their meetings can be convened anytime. The Audit Committee convener can also discuss internal control implementation with the chief audit executive on an as-needed basis quarterly.

The board of directors reviews audit reports on a quarterly basis, and the chief audit executive reports to the chairman of the board, president, and Audit Committee on an as-needed basis in addition to regular reports to the board of directors.

Audit Planning and Implementation

At the end of every year, the Auditing Office shall decide the scope of auditing in the following year based on risk evaluation results. During its annual auditing, the Auditing Office shall also review the results of self-assessment of its internal control systems conducted by individual business units themselves to comprehensively evaluate the effectiveness of internal control design and implementation.

Major audits are implemented based on annual audit planning approved by the board of directors, and the board of directors may ask for ad-hoc audits when necessary to timely keep the management updated on existing or potential internal control issues. All the audit findings along with correction and/or prevention measures subsequently taken as well as improvements made are recorded for follow-ups and timely reported to the management.

Risk Management

To ensure steady operation and sustainable development, the Risk Management Policy and Procedures were stipulated by the Board of Directors on February 27, 2020 based on the Regulations Governing Establishment of Internal Control Systems by Public Companies promulgated by the Financial Supervisory Commission. The Procedures stipulate the Board of Directors, Audit Committee, Auditing Office, President and President’s Office, individual risk management units, and subsidiaries shall together participate in, promote, and implement relevant risk management measures.

Risk Management Organization Structure and Risk Management Categories

The year 2020 witnessed the beginning of the status on risk management reported to the board of directors every year.

The 2023 status was reported to the board of directors on November 3, 2023, and the report details are tabulated as below.
Risk Management Status Report in 2023

The 2022 status was reported to the board of directors on November 4, 2022, and the report details are tabulated as below.
Risk Management Status Report in 2022

The 2021 status was reported to the board of directors on January 11, 2022, and the report details are tabulated as below.
Risk Management Status Report in 2021

The 2020 status was reported to the board of directors on January 22, 2021, and the report details are tabulated as below.
Risk Management Status Report in 2020

TIPS Implementation Status in 2023

Walsin Lihwa implemented the Taiwan Intellectual Property Right Management System (TIPS) to Yenshui plant and headquarter in 2020 and Hsinchuang plant is then joined in 2021. In 2023, the Procurement center is fully covered in TIPS as organization modification for internal control system improvement. Walsin Lihwa kept promoting and executing the TIPS in 2023. The intellectual property right management policies and the targets are planned according to the TIPS regulation 5.2 and 5.3. The implementation status and annual plan are reported at a board meeting on November 3, 2023.

Intellectual Property Management Plan

    • Intellectual Property Right Management Policies
      1. R&D for innovation and competitiveness enhancement,
      2. Employees’ awareness of intellectual property rights for more effective intellectual property right management.
      3. Confidential document management, and
      4. Execution corporate governance with compliance

      ※ The targets and implementation status according to the intellectual property right management policies, are listed in the “Annual implementation status and achievement ”section.

    • Intellectual Property Management Measure
    • Walsin Lihwa have made an inventory of patents, trademarks and trade secrets and new regulations regarding invention encouragement, annual IP related training, trademark management process and contract review as a results of TIPS implementation since 2020.
      Management processes of IP risk assessment, proposal review of IP right application, IP right protection evaluation, Infringement handling procedure and attentions for the outsourcing of intellectual property affairs are regulated as intellectual property management measure. Furthermore, Walsin Lihwa established management system, regulation, and reward measures for trade secret this year and scheduled to be executed in 2024 for the purpose of fully Intellectual Property rights protection.
      In the future, Walsin Lihwa will review the intellectual property right management policies and adjust targets and intellectual property management regulations annually in accordance with operation strategy and the changes in government policy and market. Also, to ensure the management system operated effectively, Walsin Lihwa will review our intellectual property management and improve the management system through TIPS verification, in case of potential risk and IP related dispute.

Annual implementation status and achievement

    • IP Management Targets and Implementation Status
    No. IP Management Targets Implementation Status
    1 7 patent applications filed before end of 2023 13patent applications are filed before October, 2023
    2 Promoting integration of R&D process and patent application process Promotion with online training for employees to connect R&D process to patent application process during daily work.
    3 To organize training sessions to all employee with topics of intellectual property and TIPS Online training sessions of intellectual property and TIPS were provided to all employee at 1st, June.
    4 To organize training sessions to all employee with topics of trade secret and confidentiality Online training sessions of trade secret and confidentiality were provided to all employee at 1st, June.
    5 Made an inventory of confidential documents and trade secrets management The confidential documents was reviewed during 17th to 19th , July
    6 Trade secret management process and regulation establishment Registration system is established at 5th, July with continuous test and improvement. Regulation and reward measures are confirmed in yearly IP management review meeting and executed thereafter.
    7 Report the execution status of TIPS to the board of directors and disclose it on Walsin official website The execution status of TIPS was reported to the board of directors at 3rd , November and it will be disclosed on Walsin official website before end of November.
    • Achievements of Intellectual Property acquisition
    • In 2023, 3 patents are granted. Walsin Lihwa have file 13 global patents based on 5 R&D proposals. As of September 30th, Walsin Lihwa have 24 granted patents, including 16 invention, 7 utility model and 1 design; 29 pending patent applications, including 27 invention and 2 design; 160 registered trademarks. The global IP layout is as following figure.
    • Advantages and contribution of IP to cooperation operation
      1. Execution of IP protection and document hierarchical management:Organize training sessions of topics of intellectual property, TIPS, trade secret and confidentiality to improve confidential information protection during employee business execution process.
      2. Trademark right and brand image protection:Refine management process of trademark and patent and perform the IP management work.
      3. R&D process improvement:Strengthen the R&D project-oriented R&D process and provide a reasonable reward system to increase the willingness of R&D employee for invention and patent application, so as to increase the company’s R&D and intellectual property capabilities.
      4. Disclose the intellectual property management plan implementation status on Walsin Lihwa official website.
    • TIPS verification
    • Walsin Lihwa passed TIPS Level A verification and the TIPS Level A certificate is valid through December 31, 2023. On August 30th 2023, Walsin Lihwa applied for renewal of TIPS Level A verification and received notice of results which is “Pass, recommended”. The official results will be granted by the Industrial Development Administration and announced on TIPS website around 29th December. The ceremony of TIPS verification will be held on January 22th, 2024. The renewed TIPS Level A verification is valid through December 31, 2025.
    • Potential IP risk type and Countermeasures
    • To ensure the R&D achievement and the corresponding rights are protected, preserve its economic values and prevent the IP right infringement, the IP risk type and countermeasures are listed below:
      IP risk type Countermeasures
      Patent

       • Patent risk evaluation in R&D process
      • Encourage R&D employee to propose patent application

      Trademark  • Strengthen control power of trademark application, maintenance and usage
      Confidential information management

       • Strengthen and implement IP training for employee
      • Improve confidential mark usage
      • Attention for reviewing contract with external vendors

Prospects for Intellectual Property Management

Looking forward to the future, Walsin Lihwa expects to encourage internal R&D energy, protect technology and R&D results by establishing a complete intellectual property management system. With Industry 4.0 implementation, process is gradually optimized, product innovation is promoted and upgraded, thus leads smart manufacturing and the high-value transformation strategy is realized. Furthermore, obtain the trust of financial institutions and investors by disclosing the energy of intellectual property. With complete information, customers and investors would correctly evaluate the true value and competitiveness of Walsin Lihwa. Based on Industry 4.0, stick to energy conservation and environmental protection and invent product and technology for environmental sustainability. Realize environmental friendly and society caring achievement and which meets the purpose of sustainable company operation.

Information Security Management Structure Implementation

  • To strengthen information security management for company transformation, Walsin Lihwa established its Big Data and Cyber Security Division for information security policy development, planning, coordination, implementation of information security protection, information security risk assessment and management, comprehensive information security planning, and information security management solution development year by year.
  • Pursuant to its Regulations Governing Information Security Organization Management , Walsin Lihwa has established its IT Steering Committee as an information security management and decision-making body for the headquarters and individual business units. The IT Steering Committee has an information security promotion team convened by the Chief Information Security Officer (CISO). Under the CISO, there shall be at least one information security manager and more than two full-time information security specialists to review relevant plans and objectives on a regular basis while planning for, implementing, and monitoring information security compliance.

Information Security Policy

  • Objectives of information security: To maintain the confidentiality, completeness, and availability of business information including sensitive information at Walsin Lihwa, all the employees, internal and external information service users, and 3rd-party service contractors are expected to work steadfastly together to achieve the following objectives:
    1. Comply with relevant laws and regulations to protect company confidential information; prevent unauthorized access, tempering, damage, and/or improper disclosure.
    2. Protect company business information from unauthorized access or disclosure to ensure the correctness of every category of business information
    3. Set up comprehensive business continuity planning and procedures for effective management of information security events to ensure such events are properly responded, controlled, and processed, and conduct scenario drills on a regular basis to ensure ongoing operation of IT systems and information services in case of any information security events.
    4. Cautiously handle and protect personal information and intellectual property rights pursuant to relevant domestic and overseas requirements.
    5. Review the status of compliance with information security requirements to ensure effective information security management.
    6. Enhance employees’ awareness of information security and reduce the risks associated with how information is used through management review, risk appraisal. internal auditing, education and training, and information security drills.
    7. Require all the employees to strengthen compliance with the Information Security Policy as well as relevant regulations and SOPs.

Specific Program for Information Security Management

  • Develop information security plans for information security policy implementation year by year, bring in information security systems and workflow standards, and continue making information security technologies and relevant protection measures more complete.
  • The specific management program has 5 objectives, separation of intranet from extranet, multi-layered security defense, identification of security loopholes or other potential risks by log analysis and security inspection, smart security protection, and behavior analysis by log and big data analysis at the security operation center, which can be achieved step by step through 4 approaches, IT governance, data and equipment protection, network and system control, and boundary defense.
  • The specific management program includes:
    1. 1. Information protection mechanism planning and implementation to decrease confidential information leakage risks.
    2. Continue bringing in advanced information solutions to enable effective system, host, and network behavior management and protection.
    3. Reinforcement of protection of external information service to effectively block hacker attacks.
    4. Focus on important systems to conduct disaster backup drills on a regular basis to rapidly resume operation in case of any disasters.
    5. Evaluate and improve endpoint, server, and network equipment protection, and engage 3rd party professional services such as the information security inspection and diagnosis provided by the Industrial Development Bureau, Ministry of Economic Affairs.
    6. Implementation of endpoint detection and response (EDR) to strengthen endpoint, server, and network equipment protection.
    7. Security operation center (SOC) implementation to enable effective and timely responsiveness to security issues.
    8. Walsin Lihwa’s ISO 27001 Information Security Management System implementation in 2022 obtained 3rd-party certification. The Company is committed to the PDCA cycle for effective information security management, and a comprehensive information security management system is in place to ensure the confidentiality, integrity, and availability of all the company data and keep strengthening information security management by effective prevention, monitoring, and responsiveness throughout any information security event.

Resources for information and communication security management

Resources and plans for information and communication security management issues:

  • Material issue: Inclusion of information security management into one of the material issues in the company’s 2023 sustainability report.
  • Dedicated organization: The Information Security and System Maintenance Division with a chief information security officer (CISO), an information security manager, and more than two dedicated information security personnels responsible for information security policy planning and development, as well as coordination for and implementation of information security protection,
  • Management review: At least one management meeting convened by IT supervisors every year for information security policy and implementation effectiveness review to ensure information security standardization, policy effectiveness and appropriateness, as well as compliance with relevant laws and regulations and competent authorities’ requirements.
  • Information security certification: Certified by the ISO 27001 Information Security Management System (ISMS) every year with no major deficiency identified by information security auditing.
  • Related party issue: No major information and communication security issue, no. confidential information leakage, and no relevant damage to the company and its customer in 2023.
  • Promotion and training: An ongoing information security month at the company every year, mandatory information security education and training throughout the company with more than 2,500 attendances in 2023, implementation of 2 email social engineering drills with more than 5,000 attendances in 2023, and an online information security course and test required for those who failed the drills.
  • Information security regulations: Amendment to the company’s all information security regulations in 2022 and further amendments to 3 of the company’s information security regulations in 2023 to comply with domestic and foreign regulatory requirements and respond to external changes.

ISO 27001 Information Security Management System

The Procedures for Handling Material Inside Information and Prevention of Insider Trading of Walsin Lihwa are adopted to establish sound mechanisms for the handling and disclosure of material inside information to prevent improper information disclosures, ensure the consistency and accuracy of information released by the Company to the public, and prevent insider trading.
Moreover, to strengthen stock trading control measures, the Company may amend the Procedures for Handling Material Inside Information and Prevention of Insider Trading based on its Corporate Governance Best Practice Principle. The 2023 implementation status is tabulated as below.

Period Board Meeting Date and Public Announcement Date Closed Period Prevention Measures Implemented Note
2023 Q1 Financial Reports 2023/5/5 2023/4/20-2023/5/5

Relevant insiders including but not limited to directors of the board emailed in advance by the Corporate Governance Director that they shall not purchase or sell, in their own names or in the name of any other person, shares of the Company that are listed on an exchange or an over-the-counter market, or any other equity-type security of the Company during the closed period.

Also In compliance with Article 157-1 of the Securities and Exchange regarding prohibition of such purchasing or selling within 18 hours after public disclosure of material information.
2023 Q2 Financial Reports 2023/8/11 2023/7/27-2023/8/11
2023 Q3 Financial Reports 2023/11/3 2023/10/19-2023/11/3

Walsin Lihwa has been promoting relevant laws and regulations against insider trading to its board of directors and executives above managers every year.

Implementation of Internal Promotion in 2023 (online and offline courses totaling 1 hours)

Object Course Number of Attendees
All employees Promotion of insider trading prevention 1,019
All employees Ethical management 1,020
Directors of the board and managerial officers Insider trading prevention: Relevant laws and regulations on material information and equity changes as well as other matters to note 13
Newly appointed directors of the board and managerial officers Securities market regulations to note 8

Supply Chain Policy

In order to implement supplier management effectively and create a sustainable supply chain, Walsin developed short-, medium-, and long-term targets based on three major aspects as shown above, and identified key suppliers based on the “CSR sustainability self-assessment form”. In the meantime, through the exchange of various information and practical operations, we continue the promotion, expand the scope and depth of sustainable management policy and resilient supply chain, and promote towards common values ​​and goals.

Establishment of Procurement Center

For the purpose of corporate governance, integration of procurement resources and the implementation of Walsin Lihwa’s procurement culture (sunshine, sustainable, professional, efficient), the company established a procurement center in October 2022 with the goal of establishing a standardized and transparent procurement process. We use information system tools for procurement management, select long-term strategic partners, and work with them to establish a sustainable supply chain, and guide suppliers to develop the common value of corporate social responsibility.

 

Key Supplier Identification

To implement effective supplier management, we identified 173 key suppliers from total of 5,331 suppliers based on important raw materials, equipment and construction contracts, and waste disposal projects according to the principles of procurement amount, importance, influence, and uniqueness. This is an increase of 8 companies from 2021, accounting for 62.66% of total purchases. These suppliers will be partners in the joint promotion of a resilient supply chain and corporate social responsibility.

Supplier’s Undertaking about their Commitment to Social Responsibility

Suppliers’ Commitment to Sustainability and Self-Assessment

To strengthen and implement sustainability of supplier management, suppliers are required to fill out the “Supplier’s Undertaking” to enhance supplier awareness, and suppliers would evaluate their own management status and fill in the new version of “CSR sustainability self-assessment form “. The assessment items include economic, social, and environmental aspects. The sustainability management of suppliers is analyzed based on results of the self-assessment form, and then the probability, level of impact, and warning mechanisms for incidents that will threaten its sustainability, to identify the threat and impact of incidents that threaten the sustainability of key suppliers on Walsin Lihwa’s operations.

2022, a total of 173 key suppliers in the Wire & Cable Business, Stainless Steel Business, Real Estate Business, and Taipei headquarters business groups were issued, and 159 of Suppliers Undertaking were returned, with a signing rate of 91.91%;

161 of self-assessment questionnaires were returned, with a signing rate of 93.06%, are shown in the following table:

For more information, please visit the sustainability website: https://esg.walsin.com/zh_TW/focus/creative/sustainable