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Corporate Governance in ESG

Performance Evaluation

To enhance the functions of the board of directors, the company has established a performance evaluation method "Board of Directors and Functional Committees Performance Evaluation Method." The board of directors and functional committees conduct an internal evaluation once a year and an external evaluation every three years. Based on the results, improvement suggestions are proposed to deepen the effectiveness of the board of directors.

2023 Internal Performance Evaluation Results Exceeded Standards

(Evaluation scores are 90 points or above)
Board of Directors / Audit Committee / Compensation Committee / Corporate Sustainability Development Committee / Nomination Committee

Implementation of External Performance Evaluation Recommendations

The company appointed the "Taiwan Board of Directors Performance Association" to conduct the external evaluation of the board of directors for 2022. Experts reviewed the board's performance from seven aspects: composition structure, director selection and training, company operations participation, decision-making quality, internal control, sustainability environment, and value creation, and provided suggestions.

Recommendations


Establish a mechanism where whistleblowers can send letters simultaneously to the independent directors (or a representative) to ensure fair handling of whistleblower cases. It is also recommended that the internal audit supervisor's performance evaluation and salary suggestions be discussed by the compensation committee.

Measures


Regularly report stakeholder complaints to the board of directors to fully disclose related matters, allowing board members to understand and discuss them impartially.

Implementation


Reported stakeholder (employee suggestions or complaints) communication to the board of directors on August 7, 2023, and January 18, 2024.

 

Business Ethics

Operate with the highest ethical standards, integrating integrity and ethical values into the company's business strategy. This ensures that the DNA of integrity is deeply rooted within the organization, fulfilling the mission of being a high-quality enterprise in harmony with society.

Risk Management

In 2023, the company established the "Risk and Safety Management Policy and Procedure" and set up a Risk and Safety Management Committee. The committee members are appointed by the CEO and are responsible for consolidating risk and safety issues, reporting to the Audit Committee and the Board of Directors on risk and safety issues at least once a year.

Organizational Chart

Wiwynn-ESG-網頁-Pic-EN_公司治理-風險管理組織圖

Based on Enterprise Risk Management (ERM), ISO 31000, and other international standards, the company integrates significant risks encountered during operations, considering internal and external risk factors and stakeholders' concerns. Through various implementation representative meetings and operational units (functional representatives/teams), risks are identified and analyzed. Industry peers, the World Economic Forum, and The Economist Global Risk Report are referenced. The Risk and Safety Management Committee consolidated 426 risk factors and 108 risk items into 68 risk items under ten categories.

Risk Grading

Matrix analysis results show 7 high risks, 16 medium risks, and 45 low risks. High risks are summarized as:
1. Technological changes impacting the industry
2. Trade protectionism and geopolitics
3. Information security
Measures have been formulated and reported to the Board of Directors on February 26, 2024, and the promotion of a risk awareness culture will continue.

Risk Matrix

Wiwynn-ESG-網頁-Pic-EN_公司治理-風險矩陣圖

Risk Network

Wiwynn-ESG-網頁-Pic-EN_公司治理-風險網絡

Risk Response Strategies

Wiwynn-ESG-網頁-Pic-EN_公司治理-風險因應策略

 

Regulatory Compliance

Wiwynn continuously monitors regulatory changes and revises its policies accordingly to strengthen compliance management. An annual compliance audit is conducted to manage risks. In 2023, there were no major violations. The company has established an RBA Management Committee, committed to adhering to the RBA Code of Conduct and encouraging suppliers to follow suit. Various ISO management systems are implemented to enhance risk management, focusing on environmental protection, waste reduction, carbon emission reduction, energy efficiency, human rights protection, and workplace safety.
Training Status on Global Management System Related Courses  10,831 people   14,042 hours

Information Security

Information Security Management Organization
A cross-departmental top-level Information Security Management Committee has been established to oversee current status, strengthen management, and ensure agile response. The Chief Information Security Officer reports to the Board of Directors annually, with the most recent report presented on January 8, 2024. The Board supervises information security issues.

Wiwynn-ESG-網頁-Pic-EN_公司治理-資訊安全管理組織

 

Information Security Management Procedures
In December 2023, Wiwynn passed ISO 27001:2013 certification, covering critical systems and infrastructure at the Taipei headquarters and the data center in Tainan, with an operational site coverage rate of approximately 51% (note). The company will gradually expand the certification scope to include other operational sites such as the Tainan factory and the subsidiary in Mexico.

Wiwynn-ESG-網頁-Pic-EN_公司治理-資安管理程序

Note: The Taiwan headquarters has obtained ISO 27001:2013 certification. The coverage rate is calculated as a percentage of the total number of employees at the Taiwan headquarters compared to the total number of indirect employees globally.

Tax Governance

Wiwynn employs a robust tax strategy focusing on "Legal Compliance," "Information Disclosure," "Risk Management," and "Integrity Communication." The "Tax Policy" was approved by the Board of Directors and became effective on February 22, 2022.

Wiwynn-ESG-網頁-Pic-EN_公司治理-稅務治理

Compliance and Information Transparency

1. Comply with tax laws and file tax returns on time.
2. Legally utilize tax incentives.
3. Conduct related party transactions in accordance with transfer pricing regulations.
4. Disclose tax information in financial reports to ensure transparency.
Governance and Risk Management

1. Consider tax implications in major decisions, with dedicated personnel responsible for tax management.
2. Align tax planning with business operations, social responsibility, and risk management.
3. Consult external experts for complex tax issues.
4. Avoid purely tax-driven transactions.
5. Do not shift profits to tax havens.
6. Do not reduce tax obligations through illegal means.
Integrity and Effective Communication

1. Communicate honestly and professionally with tax authorities to maintain good relations.
2. Engage in timely communication or advance pricing agreements with tax authorities in specific regions.
3. Seek advice from professional consultants or tax authorities in case of tax disputes.