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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 Remuneration 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 Remuneration 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 Remuneration Committee on September 27, 2011.

 

Duties of the committee

The Remuneration 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 Remuneration 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 4 members appointed by resolution of the board of directors. Currently, the fourth term Remuneration 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.

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.
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, Adjunct Professor of College of Technology Management, National Tsing Hua University..
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; Director of Independent Director Association Taipei
Work Experience: President of Mercuries Data Systems Ltd.
Education: The School of Industrial Engineering at Purdue University

Hu, Fu-Hsiung Independent Director
Other current positions: Managing Director of O-Bank
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, Joint Credit Information Center, and Taiwan Cooperative Securities Co., Ltd.
Education: MBA, Graduate School of Business, National Taiwan University


Committee operation

The operation of  the Remuneration Committee is in accordance with the company’s Remuneration Committee Charter. The Committee meets at least two times a year. 
The 3rd term of office of the Remuneration 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.

As of 27 February 2020
Title
Name
Times of Attendance
in Person
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 Remuneration 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.

 
Title
Name
Times of Attendance
in Person
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
in Person
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 Remuneration Committee Meeting Agenda and Resolution
2021 Remuneration 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
8. Related party transactions and possible conflicts of interest among all employees, managerial officers, and directors of the board
9. Suggestions and complaints by stakeholders
10. Exchange and interest rate risk management
11. Information security
12. Industrial safety, environmental protection, and legal compliance

 

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, Adjunct Professor of College of Technology Management, National Tsing Hua University.
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

Hu, Fu-Hsiung  Independent Director
Other current positions: Managing Director of O-Bank
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, Joint Credit Information Center, and Taiwan Cooperative Securities Co., Ltd.
Education: MBA, Graduate School of Business, National Taiwan University 

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.
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; Director of Independent Director Association Taipei
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.
The 2nd term of office of the Audit Committee from May 29, 2020 through May 28, 2023 convened 9 meeting, and the attendance of the committee members is provided as below.

As of 26 April 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
9
0
100
4
0
100
Member
Du, King-Ling
9
0
100
4
0
100
Member
Chen, Shiang-Chung
9
0
100
4
0
100
Member
Hu, Fu-Hsiung
9
0
100
4
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 members

Chiao, Yu-Lon (Convener)
Chairman

Other current positions: Chairman of Concord Venture Capital Group; Vice President of Walsin (Hangzhou) Power Cable Co., Ltd.; Director / Vice President and Commissioner of Walton Advanced Engineering, Inc. and other subsidiaries of Walsin Lihwa Co., Ltd..
Work Experience: The Company's former President and Vice Chairman
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

Hsueh, Ming-Ling  Independent Director 
Other current positions: Independent Director of Yuanta Financial Holdings & Yuanta Commercial Bank, TTY Biopharm and Lite-On Technology Corporation, Adjunct Professor of College of Technology Management, National Tsing Hua University.
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

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

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.
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; Director of Independent Director Association Taipei
Work Experience: General Manager of Mercuries Data Systems Ltd.
Education: The School of Industrial Engineering at Purdue University

 

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 4, 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 12, 2020 
Report on the 2020 implementation status and the 2021 implementation plan

 

Title
Name
Times of Attendance
in Person
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 1, 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

 

Risk Management Status
To ensure steady operation and sustainable development, the Risk Management Policy and Procedures were stipulated by the Board of Directors on February 27, 2020 based on the Regulations Governing Establishment of Internal Control Systems by Public Companies promulgated by the Financial Supervisory Commission. The Procedures stipulate the Board of Directors, Audit Committee, Auditing Office, President and President’s Office, individual risk management units, and subsidiaries shall together participate in, promote, and implement relevant risk management measures.
Risk Management Organization Structure and Risk Management Categories

Individual risk management units’ reports to the board of directors on different categories of risks controlled by them in 2020:

Times of Reports
Dates
Report Content
1
February 27, 2020
Amendment to the Internal Audit Statement
2
February 27, 2020
Stipulation of the Risk Management Policy and Procedures
3
April 10, 2020
Amendment to the Derivatives Trading Procedures
4
August4, 2020
Amendment to the Internal Audit System
5
November 20, 2020
Risk management status report

Risk Management Status Report

 

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

 

Promotion of Prevention of Insider Trading
Walsin Lihwa has been promoting relevant laws and regulations against insider trading to its board of directors and executives above managers every year since 2019. Please refer to the following link for details.
Report on Promotion of Insider Trading Prevention in 2020
Report on Promotion of Insider Trading Prevention in 2019