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