Your Location : Home > Investor Relations > Corporate Governance > 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. 

• 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. 

 

Compensation Committee Meeting Agenda and Resolution
 

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 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.

 

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

 

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, 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.

The Sustainable Development Committee was established pursuant to a resolution of the 17th meeting of the 18th term of office of the board of directors of Walsin Lihwa. The organizational structure and responsibilities of the committee are introduced 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 Chairman of Hangzhou Walsin Power Cable & Wire Co., Ltd. and Jiangsu Taiwan Development Co., Ltd.; Director of Walton Advanced Engineering, Inc., Ltd.; Director and Vice President Commissioner of and subsidiaries of Walsin Lihwa Corporation
Work Experience
The Company's former President and Vice Chairman
Education
Business Administration Department, University of Washington

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; 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, 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 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.

Committee Operation in 2019:
Two meetings were convened in 2019. The committee also reported its 2019 implementation results and 2020 annual plan at the 18th meeting of the 18th term of office of the board of directors on January 10, 2020.

Date
Resolution
2019/11/1
Election of the committee convener, appointment of the committee secretary general, and discussion of implementation planning
2019/12/31
The 2019 implementation results and 2020 annual plan

Status of Business Integrity Promotion:
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 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 2019