Function Committee
Convener ○
Member●
| Committee members | Specialism | Audit Committee | Compensation Committee | Sustainable Development Committee | Nomination Committee |
|---|---|---|---|---|---|
| Chiao, Yu-Lon Chairman | Business leadership and management | ● | ● | ||
| 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 | ● | ● | ● | ○ |
| Chiao, Patricia | Friendly workplace and social care | ● | |||
| Pan, Fred President | Business strategy development and financial accounting | Chief Sustainability Officer |
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 5th term of office of the Compensation Committee from May 19, 2023 through May 18, 2026 convened 3 meetings, and the attendance of the committee members is provided as below.
| 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 | 3 | 0 | 100 | 1 | 0 | 100 |
| Member | Hu, Fu-Hsiung | 3 | 0 | 100 | 1 | 0 | 100 |
| Member | Tyzz-Jiun Duh | 3 | 0 | 100 | 1 | 0 | 100 |
| Member | Wey-Chuan Gau | 3 | 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 2024
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:
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- 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.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- The offering, issuance, or private placement of equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Financial reports which are signed or sealed by the chairperson, managerial officer, and accounting officer.
- Other material matters as may be required by the Company or by the competent authority.
Annual Foci
-
- Agendas prepared for the Audit Committee and other communication meetings
- Meeting arrangements such as meeting notifications and minutes for the Audit Committee
- Follow-through to implement the improvements required by Audit Committee
- Provision of the information necessary for independent directors to fulfill their duties
- The Audit Committee’s annual self-evaluation
- Promulgation of and amendment to the Audit Committee Charter and relevant operation methods
- 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
- directors of the board
- Suggestions and complaints by stakeholders
- Exchange and interest rate risk management
- Information security
- 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.
| Title | Name | The attendance of the committee members in the 2nd term |
The attendance of the committee members in 2024 |
||||
|---|---|---|---|---|---|---|---|
| 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 | 7 | 0 | 100 | 2 | 0 | 100 |
| Member | Hsueh, Ming-Ling | 7 | 0 | 100 | 2 | 0 | 100 |
| Member | Duh,Tyzz-Jiun | 7 | 0 | 100 | 2 | 0 | 100 |
| Member | Gau,Wey-Chuan | 7 | 0 | 100 | 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.
The resolution of the Audit Committee in 2024
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. 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 4 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 2nd term of the Committee convened 5 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 2024
Nomination Committee Meeting Agenda and Resolution in 2023
Nomination Committee Meeting Agenda and Resolution in 2022
Nomination Committee Meeting Agenda and Resolution in 2021