Function Committee
Convener ○
Member●
| Committee members | Specialism | Audit Committee | Remuneration Committee | Sustainable Development Committee | Nomination Committee |
|---|---|---|---|---|---|
| Chiao, Yu-Lon Chairman | Business leadership and management | ● | ● | ||
| 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 | ● | ● | ● | ○ |
| Chiu, Li-Meng Independent Director | Digital Technology and Strategic Management | ● | ● | ○ | ● |
| Chiao, Patricia | Friendly workplace and social care | ● | |||
| Lo, Huei-Ping Vice President |
Corporate Governance and financial accounting | Chief Sustainability Officer |
To strengthen corporate governance, enhance the Board of Directors’ remuneration oversight function, and safeguard shareholders’ interests, the Company established the Remuneration Committee Charter in accordance with Article 14-6, Paragraph 1 of the Securities and Exchange Act and the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter” (Financial Supervisory Commission Order No. 1000009747 dated 18 March 2011). The Charter was approved by the Board of Directors in September 2011, and the Remuneration Committee was formally established on 27 September 2011.
Committee Responsibilities
The Remuneration Committee acts in good faith and with the care of a prudent administrator. It is responsible for reviewing and submitting recommendations to the Board of Directors on the following matters:
- Periodically reviewing the Remuneration Committee Charter and proposing amendments as necessary.
- Establishing and periodically reviewing the performance evaluation standards for directors and managerial officers, as well as annual performance targets and the Company’s remuneration policies, systems, standards, and structure.
- Evaluating the achievement of performance targets for directors and managerial officers and determining their remuneration based on the results of such evaluations.
Committee Members
The Remuneration Committee consists of four members appointed by resolution of the Board of Directors. The sixth-term Remuneration Committee is currently composed entirely of independent directors. The term of office runs from 22 May 2026 until the expiration of the current term of the Company’s 21st Board of Directors.
Committee Operation
The Remuneration Committee operates in accordance with the Company’s Remuneration Committee Charter and holds at least two regular meetings each year.
The attendance records of the members of the 6th Remuneration Committee are set out below:
| Title | Name | Attendance Record of the 6th-Term Committee Member (2026/5/22~2029/5/21) |
2026 Attendance Record of Committee Members | ||||
|---|---|---|---|---|---|---|---|
| Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | ||
| Convener | Duh, Tyzz-Jiun | 1 | 0 | 100 | 1 | 0 | 100 |
| Member | Hu, Fu-Hsiung | 1 | 0 | 100 | 1 | 0 | 100 |
| Member | Gau, Wey-Chuan | 1 | 0 | 100 | 1 | 0 | 100 |
| Member | Chiu, Li-Meng | 1 | 0 | 100 | 1 | 0 | 100 |
The attendance records of the members of the 5th Remuneration Committee are set out below:
| Title | Name | Attendance Record of the 5th-Term Committee Member (2023/5/19~2026/5/18) |
2026 Attendance Record of Committee Members | ||||
|---|---|---|---|---|---|---|---|
| Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | ||
| Convener | Hsueh, Ming-Ling | 10 | 0 | 100 | 2 | 0 | 100 |
| Member | Hu, Fu-Hsiung | 10 | 0 | 100 | 2 | 0 | 100 |
| Member | Tyzz-Jiun Duh | 10 | 0 | 100 | 2 | 0 | 100 |
| Member | Wey-Chuan Gau | 10 | 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.
Remuneration Committee Meeting Agenda and Resolution in 2026
Remuneration Committee Meeting Agenda and Resolution in 2025
Remuneration Committee Meeting Agenda and Resolution in 2024
Remuneration Committee Meet
ing Agenda and Resolution in 2023
Remuneration Committee Meeting Agenda and Resolution in 2022
Remuneration Committee Meeting Agenda and Resolution in 2021
Remuneration 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. Agenda arrangement (for Audit Committee meetings and communication meetings)
2. Handling matters related to the meeting of the Audit Committee in accordance with the law (meeting notice, proceedings)
3. Follow-ups and execution of improvements requested by the Audit Committee
4. Providing company information required by independent directors to assist them in fully exercising their powers
5. Annual self-assessment of the Audit Committee
6. Establishing and revising the organizational regulations and relevant operating procedures
7. Announcement of relevant matters concerning the Audit Committee pursuant to law (organizational regulations and operational status)
8. Whether any employee, manager and director has entered into related-party transactions and possible conflicts of interest in such transactions
9. Suggestions and complaints from interested parties
10. Management of exchange rate risks
11. Information Security
12. Work 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.
During the 4th term of office of the Audit Committee from May 22, 2026 through May 21, 2029, 1 meeting was convened and the attendance to the meetings follows:
| Title | Name | The attendance of the committee members in the 4th term |
The attendance of the committee members in 2026 |
||||
|---|---|---|---|---|---|---|---|
| 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 | 1 | 0 | 100 | 1 | 0 | 100 |
| Member | Duh, Tyzz-Jiun | 1 | 0 | 100 | 1 | 0 | 100 |
| Member | Gau, Wey-Chuan | 1 | 0 | 100 | 1 | 0 | 100 |
| Member | Chiu, Li-Meng | 1 | 0 | 100 | 1 | 0 | 100 |
| Title | Name | The attendance of the committee members in the 3rd term |
The attendance of the committee members in 2026 |
||||
|---|---|---|---|---|---|---|---|
| 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 | 22 | 0 | 100 | 3 | 0 | 100 |
| Member | Hsueh, Ming-Ling | 22 | 0 | 100 | 3 | 0 | 100 |
| Member | Duh,Tyzz-Jiun | 22 | 0 | 100 | 3 | 0 | 100 |
| Member | Gau,Wey-Chuan | 22 | 0 | 100 | 3 | 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 2026
The resolution of the Audit Committee in 2025
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
As the highest level of the sustainability organization within Walsin, it is a functional committee led by an Independent Director serving as the Convener. This committee is responsible for formulating policies, strategies, objectives, or management guidelines related to corporate sustainability. It also reviews the annual plans of various promotion centers, supervises and tracks the execution progress, outcomes, and related matters of these centers, and reports regularly to the Board of Directors. At the same time, it focuses on major issues of concern to interested parties, oversees communication plans, and approves the content of the sustainability report. In addition, in accordance with the corporate risk management framework, it identifies risks and opportunities related to sustainability and regularly monitor and control various significant risks.
Five centers under the committee with respective responsibilities
| Business Integrity | It is responsible for formulating and promoting policies and systems related to ethical management, integrating integrity and ethical values into the Company’s business strategies, supervising and reporting the execution results, and evaluating the effectiveness of the preventive measures established to implement ethical management. |
| Environment, healthy, and safety | It is responsible for formulating our environmental protection (including green energy and sustainable ecology and environment), safety, health, energy and carbon management policies and action plans, collaborating with the Human Resources Department to implement measures to protect mothers from illegal abuse, and overseeing and reporting on the implementation performance. It carries out the interdepartmental integration and implementation promotion on related issues above. |
| Green operation | It is responsible for formulating the green operation strategy, promoting circular economy, optimizing green manufacturing processes, exploring green produces and services with future value, and overseeing and reporting on the implementation performance. It carries out the interdepartmental integration and implementation promotion on related issues above. |
| Customer service and supplier management | It is responsible for formulating policies and implementation plans for the improvement of customer service quality and supplier management, overseeing and reporting on the implementation performance. It carries out the interdepartmental integration and implementation promotion on related issues. |
| Employee Relations and Social Engagement | It is responsible for promoting and building a safe and healthy working environment for employees to fully utilize their talents for reasonable compensation and benefits. It also promotes and deepen the Company’s influence in the field of public welfare by actively participating in four major aspects, i.e., corporate citizens, caring for minorities, environmental protection and cultivation, and strengthening community relationships, so as to pay back to society with concrete, continuous action. |
| Sustainability Office | The committee is tasked with managing meeting affairs, formulating and compiling the structure of the annual sustainability report, identifying sustainability issues that require attention, and developing corresponding action plans. It also assists in the planning and execution of sustainability development strategies, liaises, coordinates, and integrates operations related to various promotion centers, and manages and tracks the performance of sustainability issues across all aspects, while establishing continuous improvement plans, and reporting execution results and work plans to the committee. |
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 Board of Directors receives regular reports on operations, finance, corporate governance, sustainability issues, etc. every year. Through the diverse experience of its members, the Board offers broad and professional opinions to assist the Company in making appropriate decisions and guiding the Company in a clear strategic direction. In 2025, five meetings of the Sustainable Development Committee were held, with the agenda as follows:
(1) Financial Supervisory Commission (FSC) Sustainable Development Path Planning
(2) Tracking of Current Year Implementation Plans
(3) Reporting on Current Year’s Implementation Plan Results and Next Year’s Implementation Plans
(4) Materiality Analysis Results and Sustainability Report
(5) IFRS Sustainability Disclosure Standards
The progress for the first half of 2025 was reported to the Board of Directors on July 31, 2025, and the execution results for 2025 and 2026 implementation plan were approved by resolution of the Board of Directors on January 23, 2026.
The 4th term of office of the Sustainable Development Committee from May 22, 2026 through May 21, 2029 convened 1 meetings, and the attendance of the committee members is provided as below.
The 3rd term of office of the Sustainable Development Committee from May 19, 2023 through May 18, 2026 convened 16 meetings, and the attendance of the committee members is provided as below.
Status of Business Integrity Promotion
The 2024 status was reported to the board of directors on January 6,2025. And the report details are tabulated as attached：
Status of Business Integrity Promotion in 2024
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 2024 status was reported to the board of directors on May 3, and the report details are tabulated as below.
Report on Communication with Stakeholders in 2024
The 2023 status was reported to the board of directors on May 5, 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 3rd 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 22, 2026 and will last until the expiration of the 21st 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.
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 2025
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