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Sustainable Supply Chain
Innovation with Green Technology
Eco-Friendly Operation
Driven People with Shared Beliefs

Corporate Governance

 

iStock-637416508

Board of Directors

 

According to Articles of Incorporation, the Company should have seven (7) to nine (9) directors and adopt the candidate nomination system. Directors are elected by the shareholders from a roster of director candidate announced by the Company. Each director will serve an office term of three years and may be re-elected.

 
Board Members

The fifth term of Board of Directors has nine directors including four independent directors, the term of service is from May 29, 2023, to May 28, 2026.

Committees

 

Audit Committee

Wiwynn has set up the Audit Committee via special shareholders’ meeting on January 17, 2018. The Audit Committee is composed of all Independent Directors, namely, Mr. Simon Zeng, Mr. Charles Kau, Ms. Cathy Han, and Mr. Victor Cheng. Mr. Simon Dzeng is the committee chairman, each committee will serve an office term from June 15, 2020 to June 14, 2023.

The operation of the Audit Committee shall be handled in accordance with the “Audit Committee Charter” of the Company and related laws. The Audit Committee meets before each regular quarterly board meeting, the function of Audit Committee is to examine the Company’s internal control systems, internal audit executions, as well as major financial activities, and communicate with internal auditor and CPAs to supervise the Company’s operations and risk controls.

The Audit Committee is responsible to review the following major matters:

  • Financial reports
  • The offering, issuance, or private placement of equity-type securities
  • Accounting Policies and Procedure
  • Assessment of the effectiveness of the internal control system
  • Direct and Indirect investments
  • Asset transactions or derivatives trading of a material nature
  • Loans of funds, endorsements, or provision of guarantees of a material nature
  • Corporate risk management
  • Regulation compliance
  • The hiring or dismissal of an attesting CPA, or the compensation given thereto, and evaluate the independence and suitability of the CPA

 

Audit Committee Members
Name and Title Education/Experience
Simon Dzeng
Independent Director (Chairman)		 Doctorate, Accounting Dept., Drexel University
Master, Business Administration Dept., Drexel University
Bachelor of Business Administration, National Taiwan University
Vice President in Mega Financial Holding Co., LTD.
Senior Vice President of China Development Financial Holding Corp. and General Manager in China Development Industrial Bank
Charles Kau
Independent Director		 Master of Chemical Engineering, North Carolina State University
Chairman of Inotera Memories, Inc.
General Manager of Nanya Technology Corporation
Cathy Han
Independent Director		 Master of Business Administration, University of Connecticut
Senior Vice President of Principal Investment Dept., China Development Industrial Bank
Executive Vice President of Business Development Dept., CDIB Capital Group
Victor Cheng
Independent Director		 Doctorate, Jurisprudence Dept., Stanford University
Bachelor, School of Law, Soochow University
Professor, National Taiwan University of Science and Technology
Professor, School of Law, Shih Hsin University
Director and Dean, Institute of Intellectual
Property, Shih Hsin University
Legal supervisor in Acer Inc.

 

Communications of Independent Directors with Internal Auditors and CPAs

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Compensation Committee

The Compensation Committee was set up on October 30, 2017 and consists of 3 members.

 
The Authority of Compensation Committee

The Committee faithfully performs the following duties and submits all recommendations to the board of directors for discussion.

  • Reviewing “Compensation Committee Charter” of the Company and making recommendations for amendments.
  • Establishing and periodically reviewing the performance assessment, and the policies, systems, standards, and structure for the
    compensation of the directors, and managerial officers of the Company.
  • Periodically evaluate and prescribe the remuneration of director and managerial officers.
 
Compensation Committee Members

The term of service of second Compensation Committee is from June 15, 2020 to June 15, 2023.

The operation of the Audit Committee shall be handled in accordance with the “Audit Committee Charter” of the Company and related laws. The Audit Committee meets before each regular quarterly board meeting, the function of Audit Committee is to examine the Company’s internal control systems, internal audit executions, as well as major financial activities, and communicate with internal auditor and CPAs to supervise the Company’s operations and risk controls.

The Audit Committee is responsible to review the following major matters:

 

Name and Title Education/Experience
Charles Kau
Independent Director (Chairman)		 Master of Chemical Engineering, North Carolina State University
Chairman of Inotera Memories, Inc.
General Manager of Nanya Technology Corporation
Cathy Han
Independent Director		 Master of Business Administration, University of Connecticut
Senior Vice President of Principal Investment Dept., China Development Industrial Bank
Executive Vice President of Business Development Dept., CDIB Capital Group
Victor Cheng
Independent Director		 Doctorate, Jurisprudence Dept., Stanford University
Bachelor, School of Law, Soochow University
Professor, National Taiwan University of Science and Technology
Professor, School of Law, Shih Hsin University
Director and Dean, Institute of Intellectual
Property, Shih Hsin University
Legal supervisor in Acer Inc.

Corporate Governance Report

 

 

Fiscal Year Important Note
2019
  • In order to strengthen the functions of the board of directors, the shareholders general meeting in 2019 elected two additional board directors (including one independent director). After the election, the number of board directors will be nine (including four independent directors).
  • At the annual shareholders meeting of 2019, the proportion of electronic voting of the total number of shares represented by the shareholders present reached 83.78%. The proportion of electronic voting has increased year by year.
  • Amend the “Corporate Governance Best Practice Principles” to strengthen a good corporate governance system and promote sound development of the Company.
  • Revise the “Methods of Performance Evaluation of the Board of Directors” to include functional committees in the assessments scope.
  • The Company actively holds and participates in domestic and foreign institutional investor conferences. It has held or participated a total of 9 times from 2018 to the end of 2019 to ensure that investors have the right to fully inquire and understand the Company’s financial operation and other information, making the investors to more effectively evaluate the true value of the enterprise.
2018
  • Strengthen the function of the board of directors, the Company sets up performance goals to enhance the board efficiency and formulates the “Methods of Performance Evaluation of the Board of Directors”.
  • Amend the Company’s articles of association, to adopt a nomination system for candidates of the board of directors’ election to protect shareholders’ rights and interests.
  • Facilitate exercising of shareholders’ rights and interests, and implement shareholder activism, electronic voting has been adopted since the annual shareholders meeting of 2018.
  • At the annual shareholders meeting of 2018, the proportion of electronic voting of the total number of shares represented by the shareholders present reached 74.58%.
  • Set up independent directors and establish the Audit Committee to divide the powers of the board of directors into a good division of labor, and assist the board of director in making decisions with its independent position.
  • Purchase “Directors and Officers Liability Insurance” to reduce the risks assumed by board directors, officers and the Company.
  • Revise the Company’s rules and procedures of the board of directors, set standard operating procedures for handling the board of directors’ requests, and give appropriate and immediate responses to the board of directors’ requests to improve the effectiveness of the board of directors.
  • Establish a whistleblower system, set up a reporting system, implement a corporate culture of integrity and transparency, and promote the sound operation of the Company.
  • The achievement rate of the performance assessments of the board of directors in 2018 was 95% and the evaluation result was “beyond the standard.” The Company will continuously establish function goals of the board of directors, and make recommendations and improvements based on the various assessments results to deepen the effectiveness of the board of directors
2017
  • Formulate “Corporate Governance Best Practice Principles”, “Corporate Social Responsibility Best Practice Principles”, and etc. for compliance.
  • In order to make the compensation system more transparent and fairer, the Compensation Committee is set up to review the compensation system in a timely manner to seek a balance between the company’s sustainable operation and risk control.

 

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Implementation of Ethical Corporate Management

 

Wiwynn engages in operating behavior with the highest ethical standards and incorporates integrity and ethical values into the Company’s business strategy. We establish the preventive measures in accordance with the laws and regulations to ensure the business integrity, and make the integrity DNA take root within the Company and co-prosperity with the society with the mission of high-quality enterprise.

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Independence and Diversity of directors

 

Independence

The Chairman and President of the Company are not held by the same individual, nor are they spouse or first-degree relatives. There is also no spouse or second-degree relative relationship among the directors. For proposals in meetings that involve directors or their representatives with an interest, the related director shall implement interest avoidance in accordance with the “Rules of Procedures of Board of Directors Meeting” and must not exercise voting rights on behalf of other　directors. In addition, the Annual Report transparently discloses the directors’ concurrent roles at other companies, situation of interest recusal, and the relationships among major shareholders, and the financial report includes the disclosure of related party information in accordance with the Regulations Governing the Preparation of Financial Reports.

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Diversity

To facilitate sound development in the structure and competence of the Board of Directors, it is specified in the “Corporate Governance Best Practice Principles” that the composition of the Board’s members must consider diversity, including but not limited to basic conditions and background such as gender, age, nationality, race, and culture, as well as professional skills and industrial experience in the fields of economy, society, and environment. Moreover, a proper diversity guideline shall be established based on the Company’s business operations, operating dynamics, and development needs.

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Committees

 

To reinforce an effective and robust corporate governance framework, Wiwynn has established an Audit Committee, a Compensation Committee, a Corporate Sustainability Committee, and a Nominating Committee.

Title and Name Audit Committee Compensation Committee Corporate Sustainability Committee Nominating Committee
Emily Hong
Chair & CSO		     V V（Convener）
Sunlai Chang
Director		     V  
Frank Lin
Director
Representative of Wistron Corporation		       V
Sylvia Chiou
Director
Representative of Wistron Corporation		     V  
Steven Lu
Director
Executive Vice President		        
Charles Kau
Independent Director		 V V（Convener）   V
Simon Dzeng
Independent Director		 V V V（Convener）  
Victor Cheng
Independent Director		 V V   V
Cathy Han
Independent Director		 V（Convener）     V