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Chiao, Yu-Lon
Chairman
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
Chairman, Walsin Lihwa Corporation

Education
Business Administration Department, University of Washington
 
Chiao, Patricia
Vice Chairman
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

 
Chiao, Yu-Cheng
Director
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 Compensation Committee at Taiwan Cement Corp.; Independent Director, member of the Audit Committee and convener of the Compensation 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

 
Chiao, Yu-Heng
Director
Other current positions
Chairman of Walsin Technology Corporation, Walton Advanced Engineering, Inc., HannStar Board Corp., Global Brands Manufacture, Prosperity Dielectrics Co., Ltd., Info-Tek Corp., VVG Co. Ltd., and HannStar Board Corporation (Jiangyi); Director of Walsin Lihwa Corporation, Career Technology Mfg. Co., Ltd., Sheng Cheng Industry, Yu Yue Corporation, and An Xin e-Commerce.

Work Experience
Former Vice Chairman of Walsin Lihwa Corporation

Education
Golden Gate University, Master of Business Administration

 
Hsia, Andrew
Director
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)

 
Ma, Wei-Shin
Director
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

 
Chin Xin Investment Co., Ltd. Rep: Chen, Pei-Ming
Director
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

 
Hu, Fu-Hsiung
Independent Director
Other current positions
Chairman of Taiwan Cooperative Securities Co., Ltd.

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, and Joint Credit Information Center.

Education
MBA, Graduate School of Business, National Taiwan University

 
Hsueh, Ming-Ling
Independent Director
Other current positions
Independent Director of Yuanta Financial Holdings & Yuanta Commercial Bank, TTY Biopharm and Lite-On Technology Corporation.  

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

 
Du, King-Ling

Independent Director
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

 
Chen, Shiang-Chung
Independent Director
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.; 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

Work Experience
President of Mercuries Data Systems Ltd.

Education
The School of Industrial Engineering at Purdue University

 

 

Committed Diversification of the Board of Directors 

Walsin Lihwa’s Corporate Governance Best Practice Principles stipulate the diversity of the board of directors and the board shall therefore consist of industry elites, accounting and financial professionals, shareholders, and females (18% of the board) to help promote the government’s Gender Equality Policy Guidelines, increase females’ participation in decision-making, and balance the structure of its board of directors. The company has 11 directors of the board, including 4 independent directors (36%). 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.

The 2 female directors of the board are Mrs. Ma, who excels in technology business leadership, operational decision-making, and management; and Mrs. Chiao, who excels in management, investment decision-making, and human resources. The independent directors of the board are Hu Fu-hsiung and Hsueh Ming-ling, who excel in accounting, finance, and corporate governance; Du King-ling, who is knowledgeable of the stainless steel industry ecosystem and experienced in counselling relevant major investment projects; and Chen Shiang-chung, who excels in technology business leadership, is knowledgeable of the stainless steel industry, and can provide counseling to relevant industry decision-making.

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.

 

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
 
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 financial accounting professionals 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.

The Attendance Records of the Board Members:
During the 18th term of office of directors of the board from May 26, 2017 through May 25, 2020, 22 board meetings were convened and the attendance to the meetings follows:

As of 25 May 2020
Position Name Attended in person Attended by representative Attendance percentage (%)
Chairman Chiao, Yu-Lon 22 0 100
Vice Chairman  Chiao, Patricia 18 4 82
Director Chiao, Yu-Cheng 20 2 91
Director Chiao, Yu-Heng 14 3 64
Director Zheng, Hui-Ming 22 0 100
Director Ma, Wei-Shin 16 6 73
Director Chan, Tung-Yi 20 1 91
Independent Director Chen, Juei-Lung 18 4 82
Independent Director Hsueh, Ming-Ling 22 0 100
Independent Director Du, King-Ling 22 0 100
Independent Director Chen, Shiang-Chung 19 2 86

During the 19th term of office of directors of the board from May 29, 2020 through May 28, 2023, 1 board meetings were convened and the attendance to the meetings follows:

 

As of 29 May 2020
Position Name Attended in person Attended by representative Attendance percentage (%)
Chairman Chiao, Yu-Lon 1 0 100
Vice Chairman  Chiao, Patricia 1 0 100
Director Chiao, Yu-Cheng 1 0 100
Director Chiao, Yu-Heng 1 0 100
Director Hsia, Andrew 1 0 100
Director Ma, Wei-Shin 1 0 100
Director Chen, Pei-Ming 1 0 100
Independent Director Hsueh, Ming-Ling 1 0 100
Independent Director Du, King-Ling 1 0 100
Independent Director Chen, Shiang-Chung 1 0 100
Independent Director Hu, Fu-Hsiung 1 0 100




Further education on corporate governance Directors and Supervisors have received in the most recent year
Communication between CPAs and Walsin Lihwa’s Independent Director in 2020
Communication between Walsin Lihwa's Independent Directors and Chief Audit Executive in 2020
Communication between CPAs and Walsin Lihwa's Independent Directors and Chief Audit Executive in 2019
Communication between CPAs and Walsin Lihwa's Independent Directors and Chief Audit Executive in 2018
Communication between CPAs and Walsin Lihwa's Independent Directors and Chief Audit Executive in 2017