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 5 meetings, and the attendance of the committee members is provided as below.

As of 2 August 2024
Title Name  The attendance of the committee members
in the 5th 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 Hsueh, Ming-Ling 5 0 100 4 0 100
Member Hu, Fu-Hsiung 5 0 100 4 0 100
Member Tyzz-Jiun Duh 5 0 100 4 0 100
Member Wey-Chuan Gau 5 0 100 4 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:

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 3th term of office of the Audit Committee from May 19, 2023 through May 18, 2026, 10 meetings were convened and the attendance to the meetings follows.
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 12 0 100 7 0 100
Member Hsueh, Ming-Ling 12 0 100 7 0 100
Member Duh,Tyzz-Jiun 12 0 100 7 0 100
Member Gau,Wey-Chuan 12 0 100 7 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

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 3rd term of office of the Sustainable Development Committee from December 22, 2023 through May 18, 2026 convened 7 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 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 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.

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