Corporate Governance

Overview

Walsin Lihwa is committed to a high standard of business ethics, effective accountability, and excellence in corporate governance. Walsin Lihwa’s insistence on integrity and down-to-earth attitude toward business serve the long-term interests of the company and its stakeholders.

Walsin Lihwa believes sound corporate governance is a solid foundation of business development and it also helps optimize the return on investment for shareholders. Therefore, a board meeting on June 12 2019 decided to instate a Corporate Governance Director to arrange board meetings, develop board meeting minutes, assist directors of the board in inauguration and ongoing education, provide them the information necessary for them to perform their duties, assist them in compliance with relevant laws and regulations as well as what is prescribed by the Articles of Incorporation and contracts. Sherry Ho, General Counsel of Walsin Lihwa, was appointed the Corporate Governance Director to help strengthen .corporate governance and board effectiveness. She was appointed because of her legal qualification for the position. i.e., more than three years of general counsel experience at a public company.

On January 22, 2021, another board meeting appointed Vice President Hueiping, Lo as the Corporate Governance Director to replace Sherry Ho. Hueiping, Lo was appointed also because of her legal qualification for the position. i.e., more than three years of financial director experience at a public company.

Through the following approaches, Walsin Lihwa timely discloses company information to strengthen transparency:

• Annual reports ,and financial statements.
• Press releases
• The aforementioned information is downloadable from the company website.

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., Renowned International Limited, Walsin Specialty Steel Corporation; 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; 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 & convener of the Audit Committee and Remuneration Committee at Taiwan Cement Corp.; Independent Director, member of the Audit Committee and convener of the Remuneration Committee of Synnex Technology International Corporation.

Work Experience: Former Chairman of Walsin Lihwa Corporation

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

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: 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: Chairman of Hannstouch Solution Incorporated, Golden Apple Investment Company and White Stone Management Consultancy; Director of Walsin Lihwa Corporation, Hannstar Display Corporation, and Winbond Electronics Corporation.

Work Experience: Chairman of Yuanta Securities Investment Trust Co., Ltd. and Hannstar Display Corporation

Education: Ph.D., College of Humanities and Social Sciences of National Tsing Hua University, Peking University, Master of Business Administration for Senior Managers, University of California (Berkeley), Department of East Asian Languages

Other current positions: President of Winbond Electronics Corporation

Work Experience: Chairman, Nuvoton Technology Corp. ; Vice President of DRAM Product Business Group, Winbond Electronics Corp.; Vice President of Sales Center, Winbond Electronics Corp.

Education: Detroit University, Master of Major-Electrical Engineering; Major-Electrical Engineering, National Cheng Kung University

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: Independent Director of Yuanta Financial Holdings & Yuanta Commercial Bank, TTY Biopharm and Lite-On Technology Corporation, Adjunct Professor of College of Technology Management, National Tsing Hua University.

Work Experience: PwC Taiwan Director; Independent Director of Wasin Lihwa Corporation

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

Other current positions: Director of Sheh Fung Screws Co., Ltd and Green River Holding Co., Ltd. Independent Director of Ta Liang Technology Co., Ltd. and Sheh Kai Precision Co., Ltd.

Work Experience: U.S. representative of China Steel Corporation (Steel Division, U.S. Purchasing Group of Executive Yuan), Deputy General Manager of Business Department, Engineering Department, Corporate Planning Department, and Executive Deputy General Manager; General Manager, Kaohsiung Rapid Transit Corporation; Chairman, China Ecotek Corporation.

Education: Mississippi State University, Masters in Mechanical Engineering; New York University, financial management research; Stanford University, Advance marketing research

Other current positions: Chairman and President of Mercuries Data Systems Ltd.; Chairman of Mercuries Insurance Agent Co., Ltd., and Hipact Tech Inc.; Director of Mercuries Holdings Corporation, Mercuries Data Systems Ltd., Shang-Ling Investment Inc., Shang-Hong Investment Inc. and EASYCARD Investment Holding Company, Yangzheng Investment Co., Ltd., Nanjing Mercuries Development of Software Co., Ltd., Taiwan Masters Golf Promotion Foundation and Institute for National Policy Research Foundation; Supervisor of Digicentre Co., Ltd. and Powertec Energy Corp.; Independent Director of Teco Image Systems Inc. and Teco Electric and Machinery Co., Ltd. ; Vice President of Criminal Investigation and Prevention Association of the Republic of China; Chiarman of the Security Police Third Corps Police Club of the Police Friendship Association of the Republic of China; Director of Independent Director Association Taipei.

Work Experience: President of Mercuries Data Systems Ltd.

Education: The School of Industrial Engineering at Purdue 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. None of the independent directors has served 3 consecutive terms. 3 directors of the board are more than 65 years old; 6 are between 55 to 64 years old; and 2 are younger than 55 years. 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 2 female directors of the board (18%).

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. Ma Wei-shin, one of the two female directors, excels in techno leadership, operational judgements, and management administration. Patricia Chiao, the other female director, excels in management administration, investment judgements, and human resources, All the independent directors are very knowledgeable about relevant industries and have international market visions. The four independent directors are Hsueh Ming-Ling, Hu Fu-Hsiung, Du King-Ling, and Chen Shiang-Chung. Hu Fu-Hsiung and Hsueh Ming-Ling excels in finance, accounting, and corporate governance. Hu Fu-Hsiung is a finance and securities exchange expert also knowledgeable about information technology. Du King-Ling is savvy about the stainless steel industry and assumes an active role in important investment projects by providing investment decision-making counseling. Chen Shiang-Chung excels in techno leadership, is savvy about the stainless steel industry, and provides the stainless steel industry-related investment decision-making counseling.

Walsin Lihwa emphasizes the diversity of its board of directors, and the seats of its female directors now amount to 18% of the board, higher than the target of 15%. The Corporate Governance Best Practice Principles 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. Aiming at a younger board of directors, Walsin Lihwa will have the average age of its future directors of the board lowered by 5% as compared to that of the incumbent. 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 Hsia, Andrew Chen, Pei-Ming Ma,
Wei-Shin
Hsueh, Ming-Ling Du, King-Ling Chen, Shiang-

Chung

Hu, Fu-Hsiung
Gender Male Female Male Male Male Male Female Male Male Male Male
Specialization Management 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
Technology V V V V V
Marketing and Sales V V V V V V
Procurement V V
International Trade  V V
IT V V V V
Green Energy and Environmental Protection V

Board of Directors and Senior Management Succession Plan

Walsin Lihwa abides by the company’s Procedures for Election of Directors and Supervisors to elect its board of directors from shareholders, business elites, and professionals from various fields based on the spirit of board diversity. The chairman of the board meets as needed with board directors to discuss senior management training and succession. When Walsin Lihwa convenes board meetings and operation and strategy planning meetings, the President, Vice Presidents, and other senior executives in addition to the board of directors are invited to help senior executives participate in board decision-making, develop their competence for decision-making, and develop them to be the candidates for the board of directors or senior management.

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 2020

The 18th term of office of directors and independent directors of Walsin Lihwa expired in 2020, and the 19th term of office was elected pursuant to Article 14 of the Articles of Association at the shareholders’ meeting on May 29, 2020. The newly elected 11 directors including 4 independent directors have a term of office for 3 years, effective upon being elected, from May 29, 2020 through May 28, 2023.

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 27, 2020 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 12, 2020 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 12, 2020
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 13 to 23, 2020
Address Shareholders Service Office, Walsin Lihwa
Address: 8F, 398, Xingshang Road, Neihu District, Taipei
Tel: 02-2790-5885
Shareholders’ meeting for review of nomination April 10, 2020
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. Du King-ling Mr. Chen Shiang-chung Mr. Hu Fu-hsiung
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
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
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 12 to 23, 2020, 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 May 23, 2020, no shareholder submitted any roaster.On February 27, 2020 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 29, 2020, 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 29, through May 28, 2023.

Meeting Date Important Resolution
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 years. Any annual t board performance evaluation shall .be conducted by the end of the same year. In 2018, 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 from July 31, 2017 through July 31, 2018. 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, which were examined by the Taiwan Corporate Governance Association with guidance and opinion exchange provided by its evaluation panelists for the Company to obtain professional, objective evaluation results and recommendations. The results and recommendations. were reported to the board of directors on January 21, 2019. The 2020 board performance evaluation was completed in December 2020, and the evaluation results were reported at a board meeting on January 22, 2021. For 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 28, 2023, 10 board meetings were convened and the attendance to the meetings follows:

Function Committee

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 August 4, 2020 to the tenure expired date of the 19th 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 3rd term of office of the Compensation Committee from May 26, 2017 through May 25, 2020 convened 16 meetings, and the attendance of the committee members in 2020 is provided as below.

Title Name Times of Attendance inPerson Times of Attendance by Proxies Percentage of Attendance in Person
Convener Du, King-Ling 3 0 100%
Member Hsueh, Ming-Ling 3 0 100%
Member Chen, Shiang-Chung 3 0 100%

The 4th term of office of the Compensation Committee from August 4, 2020 through May 28, 2023 convened 4 meeting, and the attendance of the committee members in 2020 is provided as below.

As of 27 October 2020
Title Name Times of Attendance inPerson Times of Attendance by Proxies Percentage of Attendance in Person
Convener Du, King-Ling 2 0 100%
Member Hsueh, Ming-Ling 2 0 100%
Member Chen, Shiang-Chung 2 0 100%
Member Hu, Fu-Hsiung 2 0 100%

The attendance of the committee members in 2021 is provided as below.

As of 19 February 2021
Title Name Times of Attendance inPerson Times of Attendance by Proxies Percentage of Attendance in Person
Convener Du, King-Ling 2 0 100%
Member Hsueh, Ming-Ling 2 0 100%
Member Chen, Shiang-Chung 2 0 100%
Member Hu, Fu-Hsiung 2 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.

2020 Compensation Committee Meeting Agenda and Resolution
2021 Compensation Committee Meeting Agenda and Resolution

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. Annual 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 28, 2023 convened 12 meeting, and the attendance of the committee members is provided as below.

As of 6 August 2021
Title Name  The attendance of the committee members
in the 2nd term
The attendance of the committee members
in 2021
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 12 0 100 7 0 100
Member Du, King-Ling 12 0 100 7 0 100
Member Chen, Shiang-Chung 11 0 92 6 0 86
Member Hu, Fu-Hsiung 12 0 100 7 0 100

Please consult Market Observation Post System of Taiwan Stock Exchange for the relevant year for the number of meetings convened and each member’s attendance.

The resolution of the Audit Committee

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.

Proceedings and attendance at the committee’s 2 meetings in 2020:

Times of Meetings Dates Important Resolutions
1 August 04, 2020 Election of the Committee convener and report on status of what was implemented by the Committee in the 1st half of 2020
2 December 14, 2020 Report on the 2020 implementation status and the 2021 implementation plan
Title Name Times of Attendance inPerson Times of Attendance by Proxies Percentage of Attendance in Person
Convener Chiao, Yu-Lon 2 0 100%
Member Chiao, Patricia 2 0 100%
Member Hsueh, Ming-Ling 2 0 100%
Member Du, King-Ling 2 0 100%
Member Chen, Shiang-Chung 2 0 100%
Member Hu, Fu-Hsiung 2 0 100%

The Committee was convened twice in 2019 and reported the 2019 implementation results as well as the 2020 implementation plan to the 18th term of the Board of Directors at its 18th meeting on January 10, 2020.

Times of Meetings Dates Important Resolutions
1 November 01, 2019 Election of the committee convener, appointment of the committee secretary general, and discussion of implementation planning
2 December 31, 2019 The 2019 implementation results and 2020 annual plan.

Status of Business Integrity Promotion

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 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 1st 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 August 6, 2021 and will last until the expiration of the 19th term of office of the Board of Directors.

Committee operation

The Committee operates according to its charter and shall convene at least twice a year.
From August 6 through 31, 2021, the 1st term of office of the Committee convened once.
The Committee’s meeting resolution and its members’ attendance status are tabulated as the following.

Times of Meetings Dates Important Resolutions
1 August 6, 2021 Election of the convenor and meeting chairperson of the 1st term of office of the Committee

 

Title Name Times of Attendance Times of Attendance by Proxy Actual Attendance Rate
Convener Hu Fu-Hsiung 1 0 100%
Member Chiao Yu-Lon 1 0 100%
Member Hsueh, Ming-Ling 1 0 100%
Member Du, King-Ling 1 0 100%
Member Chen, Shiang-Chung 0 0 0%

Convener ○
Member●

Committee members Specialism Audit Committee Remuneration Committee Sustainable Development Committee Nomination Committee
Hsueh, Ming-Ling
Independent Director
Accounting and corporate governance
Du, King-Ling
Independent Director
Mechanical engineering and marketing
Chen, Shiang-Chung
Independent Director
Industrial engineering and information technology
Hu, Fu-Hsiung
Independent Director
Finance and technology
Chiao, Yu-Lon
Chairman
Business leadership and management
Chiao, Patricia
Vice Chairman
Industry management, sales, and procurement
Pan, Fred
President
Business strategy development and financial accounting Secretary General

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

Individual risk management units’ reports to the board of directors on different categories of risks controlled by them in 2020:

Times of Reports Dates Report Content
1 February 27, 2020 Amendment to the Internal Audit Statement
2 February 27, 2020 Stipulation of the Risk Management Policy and Procedures
3 April 10, 2020 Amendment to the Derivatives Trading Procedures
4 August 4, 2020 Amendment to the Internal Audit System
5 November 20, 2020 Risk management status report

Risk Management Status Report

Effective intellectual property right management helps encourage R&D, protect R&D achievements and proprietary technologies, optimize manufacture processes, expedite product innovations and upgrades as well as smart manufacture to enable high value-added transformation of Walsin Lihwa. Therefore, Walsin Lihwa started to have the Taiwan Intellectual Property Right Management System (TIPS) implemented in 2020 and reported the implementation status and annual plan at a board meeting on November 13, 2020.

TIPS Implementation Status in 2020

Intellectual Property Right Management Policies

As Walsin Lihwa diligently engages in the R&D of basic materials and relevant technology applications to gradually implement smart manufacturing and manufacture process optimization, promote product upgrades, and grow the market of relevant industry applications, there are four important intellectual property right management policies to help strengthen:

  • R&D for innovation and competitiveness enhancement,
  • Trademark and brand image protection,
  • Confidential document management, and
  • Employees’ awareness of intellectual property rights for more effective intellectual property right management.
Intellectual Property Right Management System Promotion Team

Intellectual Property Right Management Plan
  • Patent Management
    1. Encouragement of innovation: Relevant incentive mechanisms encourage employees to file invention applications.
    2. Inventory on a regular basis: The number of patents and patent statuses are inventoried every year to decide whether some patents shall be kept valid.
  • Trademark Management
    1. Optimized management: A concrete trademark management process helps optimize management of trademarks and relevant processes.
    2. Inventory on a regular basis: The number of trademarks and trademark statuses are inventoried every year to examine whether products and their trademarks are consistent to ensure necessary trademark protection and weed out the trademarks no long in use to save trademark maintenance costs.
  • Business Secret Management
    1. Optimized management: Confidentiality measures are taken to protect company confidentiality and the implementation of such measures is reviewed every year to ensure implementation effectiveness.
    2. Education and training: Education and training on business secrets and confidentiality management are provided to all employees to strengthen their awareness of confidentiality.
    3. Employment contract: Employment contracts have confidentiality and business strife limitation clauses requiring effective confidentiality obligations during and after employment.
Implementation Status

Considering intellectual property rights very important, Walsin Lihwa started to have the TIPS implemented in 2020 as follows:

  1. From April to June, the TIPS was experimentally implemented in the General Affairs Department, Human Resources Division, IT Center, Legal Division, President’s Office, as well as technology and quality assurance departments. 24 regulations related to the TIPS were also set forth and amended for intellectual property right management objective and policy development.
  2. In May, three sessions of education and training on the TIPS basic concept, implementation practice, and TIPS article introduction were provided to 115 trainees from the aforementioned units to strengthen their awareness of intellectual property right protection. In August, education and training on self-evaluation of the TIPS effectiveness were provided to 13 trainees for them to assist in self-evaluation of intellectual property right management.
  3. From June to September, confidential documents and intellectual property rights were inventoried.
  4. From November to December, company-wide education and training on rule of law as well as intellectual property right management and protection took place. As of the end of 2020, there were 761 trainees.
  5. On November 13, the intellectual property right management system annual plan and implementation status were submitted to the Sustainable Committee and reported to the Board of Directors.
  6. On December 2, a TIPS certificate valid through December 31, 2021 was awarded to Walsin Lihwa.
Categories of Possible Intellectual Property Risks and Countermeasure

To ensure effective use of R&D results, protection of related interests or rights, and prevention of intellectual property rights from infringement, categories of identifiable intellectual property right risks and countermeasures are tabulated as follows:

Categories Countermeasures
Patent
  • Strengthen and promote newly established R&D processes
  • Encourage R&D personnel to file more patent applications
Trademark
  • Strengthen application, maintenance trademarks and control of use of trademarks as well as archiving of trademark certificates
Business secret
  • Strengthen employee education and training on intellectual property rights and confidentiality obligations
Intellectual Property Right Acquisition

As of December 31, 2020, Walsin Lihwa and its major domestic subsidiaries acquired18 patent certificates and valid patents in Taiwan, where Walsin Lihwa had 73 registered and valid trademarks.

Information Security Management Structure Implementation

  • In response to company transformation and enhancement of information security management, Walsin Lihwa established a Big Data & Cyber Security Division under its IT Center in 2017. The division is responsible for information security policy development and amendment; planning, coordination, and implementation of relevant information security measures; and strengthening information security management solutions year by year.
  • Pursuant to its Regulations Governing Information Security Organization Management , Walsin Lihwa established its IT Steering Committee in 2018 as an information security management and decision-making body for the headquarters and individual business units. Responsible for review and resolution of information security management matters, the IT Steering Committee has an information security promotion team responsible for risk appraisal, information security technologies, and information security compliance review.

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 to ensure the correctness of every category of business information.
    2. Set up comprehensive business continuity planning and procedures for the 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.
    3. Cautiously handle and protect personal information and intellectual property rights pursuant to relevant domestic and overseas requirements.
    4. 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.
    5. Require all the employees to strengthen compliance with the Information Security Policy as well as relevant regulations governing information security 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. Implement adequate access authorization and protection based on the confidentiality levels of information assets to reduce exposure to risks.
    2. Continue bringing in advanced information solutions to enable effective system, host, and network behavior management and protection.
    3. Provide education and training on a regular basis to share new knowledge on information security and strengthen employees’ awareness of information security.
    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.
  • In the future, information security at Walsin Lihwa will focus on prevention of online leaks of R&D results and intellectual property rights, production line and equipment protection from hacker attacks, and capability development for rapid responsiveness to information security events to cope with the challenges from comprehensive digitalization brought in by Industry 4.0.

Walsin Lihwa has been promoting relevant laws and regulations against insider trading to its board of directors and executives above managers every year since 2019. Please refer to the following link for details.

Report on Promotion of Insider Trading Prevention in 2020
Report on Promotion of Insider Trading Prevention in 2019