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The duties and organization of the Business Integrity Committee -- as prescribed by Article 16 of Ethical Corporate Management Best Practice Principlesand decided at the 7th meeting of the 17th term of office of the board of the company -- are provided as below.:

Duties of the Committee

The committee assists the incorporation of integrity and business ethics into operation strategies, and develops corruption and fraud prevention measures in accordance with relevant laws and regulations to ensure business integrity.

Duty Detail
Assistance and counseling to the board of the company in business integrity assessment on a regular basis
Help 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.
Code of conduct development Develop programs to prevent dishonest practices, with standard operation procedures and the code of conduct specified in each program.
Supervision and management
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.
Ensure feasibility by whistleblowing policy development.
Promotion as well education and training Promote and coordinate the business integrity policy through employee education and training.

 

Organization of the Committee 

Committee operation

The operation of the Business Integrity Committee is in accordance with the company’s Ethical Corporate Management Best Practice Principles. The Committee meets at least once a quarter and shall report to the board of directors yearly. Please consult Walsin Lihwa’s Annual Report for the relevant year for the number of meetings convened. The committee convened four meetings in 2017.

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. 

• Regularly review the Compensation Committee organic regulations and provide amendment recommendations.
• 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.
• 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 3 members appointed by resolution of the board of directors. Currently, the third term Compensation Committee is comprised of all three independent directors; whose term is from May 26, 2017 to the tenure expired date of the 18th term board of directors of Walsin Lihwa Corp.

Du, King-Ling Independent Director (Convener)

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

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

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


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. Please consult Market Observation Post System of Taiwan Stock Exchange and Walsin Lihwa’s Annual Report for the relevant year for the number of meetings convened and each member’s attendance. 
 

Walsih Lihwa (the “Company”) established the Audit Committee (the “Committee”) 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.
11. Other material matters as may be required by the Company or by the competent authority.

Committee members

Pursuant to the Securities and Exchange Act'the Committee shall be composed of the entire number of independent directors.

Hsueh, Ming-Ling  Independent Director (Convener)

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

Work Experience
PwC Taiwan Director; Adjunct Professor at National Taiwan University of Science and Technology.

Education
Master of Accountancy, Soochow University, Taiwan
Master of Business Administration, Bloomsburg University of Pennsylvania

 

Chen, Juei-Lung  Independent Director
Other current positions:

Chairman of Powerchip Technology Corp, SINOCON Industrial Standards Foundation; Secretary-General of the Cross-Strait CEO Summit; Director of Teknowledge Development Corp, PowerGate Optical Inc., Asia Cement Corporation, HannStar Board Corporation, Gintech Energy Corporation and Bank of Panhsin; Independent Director of China Petrochemical Development Corporation, Formosa Chemicals & Fibre Corporation, Inventec Corporation

Work Experience
Minister of Economic Affairs; Chairman of the Institute for Information Industry; Chairman of the Commerce Development Research Institute

Education
Economics, National Chung Hsing University

 

Du, King-Ling  Independent Director
Other current positions:
Director of Sheh Fung Screws Co., Ltd, Ta Chen International, Inc., Green River Holding Co., Ltd. and Powertec Energy Corp.; 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 General Manager of Mercuries Data Systems Ltd.; Chairman of Mercuries Insurance Agent Co., Ltd., Wayia.com Inc., and Hipact Tech Inc.; Director of Mercuries Holdings Corporation, Mercuries Data Systems Ltd., Shang-Ling Investment Inc., Shang-Hong Investment Inc., Digicentre Co., Ltd., and EASYCARD Corporation; Supervisor of Powertec Energy Corp.; Independent Director of Keyware Electronic, Corp.

Work Experience
General Manager of Mercuries Data Systems Ltd.

Education
The School of Industrial Engineering at Purdue University

 

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. 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.

Walsin Lihwa has established its Corporate Social Responsibility (CSR) Committee in pursuance with a resolution made at the 7th meeting of its 17th term of the Board of Directors. The duties and organization of the committee are introduced as below.

 

Duties and organization of the committee

CSR Committee
The committee is the highest CSR organization at Walsin Lihwa, responsible for business sustainability strategy and vision development. The committee convenes meetings on a regular basis to review the effectiveness of CSR implementation by individual function committees and throughout company, reporting annual CSR achievements to the Board of Directors in the following year.
Corporate governance The Corporate Governance Committee, responsible for corporate governance structure and relevant business ethic development, helps strengthen corporate governance.
Employee and social care The Employee and Social Care Committee, 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.

Environment, healthy, and

safety

The Environment, Health, and Safety Committee, 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.

Customer service and 

supplier management

The Customer Service and Supplier Management Committee, 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.
Green operation The Green Operation Management Committee, 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.
Secretariat The Secretariat, a staff unit under the CSR Committee, gathers and identifies the needs and wants of stakeholders, reporting such needs and wants to the committee for the committee to verify key issues. The Secretariat also complies annual CSR reports to disclose how Walsin Lihwa implements CSR practices.

 

CSR Committee Organization Structure

 

 

Committee operation

Walsin Lihwa’s Corporate Social Responsibility Practice Code stipulates how the CSR Committee should work as the company’s highest CSR organization responsible for business sustainability strategy and vision development. The committee reviews the effectiveness of CSR implementation by individual function committees and throughout the company, reporting annual CSR achievements to the Board of Directors in the following year. For more details about how the committee works, please refer to our annual CSR reports.