Our Focuses｜Corporate Governance｜Board of Directors
Corporate Governance
“Business integrity” is the foundation of the sustainable operation of the enterprise, and it is the highest corporate culture and spirit of Winbond. Winbond is committed to formulating comprehensive corporate governance regulations and management processes, and continuously monitoring and improving processes. With the efforts of all colleagues, Winbond has been ranked in the top 20% since the first TWSE Corporate Governance Evaluation. Moving forward, we will continue to embrace a corporate culture founded on business integrity, establishing a trustworthy and reputable company.
Renewable energy investment
955
million
International Voluntary Carbon Credits
13500
tons of CO2e
Integrity and ethics education and training for all directors and employees
100
%
Board of Directors
Business integrity is the highest ethical standard for our company
Organization
The Board of Directors is the highest governing body of Winbond Electronics Corporation. The Company’s 13th Board of Directors consists of 11 directors, four of whom are independent directors and three of whom are female. Over two-thirds of the board members are held by directors who do not serve any concurrent managerial or employee positions within the Company. The board consists of members of varying ages who are highly experienced in business operations and whose knowledge and professional background span a wide range of fields, thus empowering them to perform their board duties, oversee business activities, and give constructive feedback on recommendations and strategies. Institutional directors Walsin Lihwa Corporation and Chin Xin Investment Corporation are major shareholders of the Company. Walsin Lihwa Corporation is a co-founder and the largest shareholder of the Company and has been a director since the Company's inception. The decisions of the Company are made by all the Directors. The scope of authorization and duties of the CEO & Chairman of the Board of Directors are clearly stipulated in the Articles of Incorporation of the Company, and there is a Functional Committee which clearly sets out the relevant duties. The CEO & Chairman and the President are required to report to the Board of Directors on the Company's operations, business, and financial condition, and are subject to the supervision and guidance of the other members of the Board of Directors. The Board of Directors maintains full independence from the management.
Responsibilities of the Board of Directors
- It is the duty of the board to monitor the company's managers, maintain transparency in financial and business information, and disclose major information promptly to make it easily understandable for shareholders and investors.
- The board assists in the establishment of various organizations, such as the Audit Committee and the Compensation Committee, and sets effective and appropriate corporate regulations and internal control systems.
- The management team reports the operation and finances to the board of directors every quarter. The board provides suggestions and guidance on the operational results, and evaluates the performance and appointment of managers.
- The board of directors resolves on significant matters such as the company's capital expenditures, major transactions and contracts, reinvestments, and the allocation of dividend profits to ensure compliance with statutory requirements.
Board of Directors
Biographies
Mr. Arthur Yu-Cheng Chiao has acted as Chairman of Winbond since 1987, and concurrently serves as CEO. Previously, Mr. Chiao has also held various positions in industry, associations, and many other organizations. From 2008 to 2019, Mr. Chiao served as Chairman of Nuvoton Technology Corporation; from 1986 to 1994, he served as Chairman of Walsin Lihwa Corporation. In addition, he served as Chairman of Taiwan Electrical and Electronic Manufacturers' Association (TEEMA) from 2007 to 2013. In 2019, he won the ERSO Award and was elected as one of the Laureates of the Industrial Technology Research Institute (ITRI). Mr. Chiao graduated from the Department of Communications Engineering of National Chiao Tung University, and holds a master's degree in electrical engineering from the University of Washington.
Biographies
Mr. Tung-Yi Chan was promoted to Winbond’s Deputy CEO in March 2020, and prior to that was President. Mr. Chan has served as Senior Engineer at Intel, Technical Manager at Cypress, Technical Manager at Siliconix, Vice President of Winbond Sales Center, and CEO of BCD Semiconductor. He has more than 33 years of professional experience in the technical and management fields. Mr. Chan holds a PhD in Electrical Engineering from U.C. Berkeley and a master’s degree in Management from Stanford University.
Biographies
Ms. Yung Chin currently serves as the Chairman of Theaceae Conservation Corporation. Ms. Chin has served in various positions in Winbond, including Vice President of the Knowledge and Information Management unit from 2002 to 2006; Chief Auditor in 2001; and Vice President of the Finance Center from 1998 to 2000. In the year that Ms. Chin had served as Vice President of the Finance Center, she was elected as Best Financial Officer of the year. Prior to joining Winbond, Ms. Chin served as Chief Auditor at Walsin Lihwa Corporation. She has more than 30 years of professional experience in the field. Ms. Chin graduated from the Department of Mathematics from National Taiwan University, and holds a Master Degree in Applied Mathematics from the University of Washington.
Biographies
Mr. Allen Hsu is currently the Chairman of Unus Tech Co., Ltd., and 3R Life Sciences Taiwan Ltd. He also serves as Independent director of NUVOTON TECHNOLOGY CORPORATION,and Board Director of Innodisk Corporation, and ACME ELECTRONICS CORPORATION. Mr. Hsu has been a member of the Yulon Group since September 1989. He has served as Special Advisor to the Chairman, Executive Vice President of Yulon Motor Co., Ltd, and Deputy Managing Director of Yulon Group. His primary responsibilities include the Group’s mainland China development strategy, new car development and business diversification etc. These positions were held up to his retirement in 2012. During his tenure, Mr. Hsu also served as Chairman of several listed companies of the Group including Taiwan Acceptance Corp., Taiwan Mask Corporation, Altek Corporation, Myson Century Inc., and Antek Semiconductor Corp. Prior to taking office in the Yulon Group, Mr. Hsu was active in the banking industry. From 1978 to 1989, he headed Credit Department, Corporate Banking, and Investment Banking of Chase Manhattan Bank Taipei Branch and Bankers Trust Bank Taipei Branch, respectively. Mr. Hsu has also served as Deputy Chairman of the Taiwan Venture Capital Association (TVCA). Mr. Hsu graduated from the Department of Management Science of National Chiao Tung University, and holds an MBA from National Chengchi University. He has the honor of being recognized as an outstanding alumnus of Chiao Tung University, as an outstanding CFO Award by Taiwan’s Financial Executives Institute, and with the Lu Feng-Zhang Memorial Medal for Superior Management Award by the Taiwan Management Science Association.
Biographies
Dr. Stephen T. Tso served as the Senior Vice President and Chief Information Officer of information technology/materials and risk management at Taiwan Semiconductor Manufacturing Company (TSMC) from 2004 up to his retirement in 2018. He has also held various managerial positions in operational organizations and subsidiaries within TSMC Group, including the Chairman and CEO of TSMC Solid State Lighting Co., Ltd. and TSMC Solar Co., Ltd. from 2014 to 2015, President of Wafertech LLC. from 2001 to 2005, Senior Vice President of Operations at TSMC from 1998 to 2001, Senior Vice President of TSMC's Worldwide Sales & Marketing from 1997 to 1998, and Vice President of R&D/technology development at TSMC from 1996 to 1997. Before joining TSMC, Mr. Tso served as President of the Metal CVD Division and CVD II-Advanced Technology Division at the world's largest semiconductor supplier, Applied Materials, Inc. He was Fab Manager and Vice President at SGS-Thomson Microelectronics from 1989 to 1994. Before that, Mr. Tso served at Texas Instruments. Mr. Tso graduated from the Department of Physics at National Taiwan University and holds a master's degree and a PhD in Materials Science & Engineering from the University of California, Berkeley.
Biographies
Mr. Chung-Ming Kuan has served as Associate Professor (with tenure) of University of Illinois, Urbana-Champaign ,and Professor of National Taiwan University ,and Distinguished esearch Fellow and Director of Institute of Economics, Academia Sinica ,and Minister without Portfolio of Executive Yuan ,and Minister of Council for Economic Planning And Development, Executive Yuan ,and Minister of National Development Council ,and President of National Taiwan University. Mr. Chung-Ming Kuan currently serves as NTU University Chair Professor of Department of Finance, National Taiwan University. Mr. Kuan holds a PhD in Economics from University of California (San Diego).
Biographies
Mr. Jong-Peir Li is the current Chairperson of TCC Information Systems Corporation. Mr. Li has served as the President of TCC, President of Ho-Ping Power Company and President of TCC Energy Storage Technology Corporation. Prior to the experiences in the manufacturing industry, Mr. Li had around 24 years in the financial industry and had served as the CEO & President of HSBC Taiwan, the SEVP and Head of Markets at CTBC Bank and the Financial Markets Head and Country Treasurer of Citibank Taiwan. Mr. Li holds a Ph.D. from National Chengchi University, MS Information Technology Management from Johns Hopkins University and MBA, Finance from The George Washington University.
Biographies
Mr. Pan became President of Walsin Lihwa in 2019, responsible for assisting the Chairman of the company in business strategy planning and implementation. Before joining Walsin Lihwa, Mr. Pan was the CFO of Philips Semiconductors Asia Pacific, CFO of the sales and marketing division of Philips Semiconductors Taiwan. Mr. Pan is an MBA from Tulane University.
Biographies
Mr. Jamie Lin is currently President of Taiwan Mobile, Chairman and Partner of AppWorks, and Board Director of momo.com. Mr. Lin is committed to the startup industry. From 2009, he has published articles on MR JAMIE online blog, providing inspirations to millions of readers worldwide in the startup community. In the same year, he co-founded AppWorks, one of the leading startup accelerators and venture capital firms in the Greater Southeast Asia. In 1999, Mr. Lin co-founded the e-commerce startup company Hotcool.com that eventually evolved into Intumit, a successful AI software-as-a-service company. In 1999, he co-founded Sosauce.com that evolved into Muse Games. In addition, Mr. Lin has actively contributed to society. He serves as the Executive Director of the Taiwan Internet and E-Commerce Association (TiEA), co-convener of the Asian Silicon Valley Civic Advisory Committee, and member of the Executive Yuan’s Digi+ group. Mr. Lin received his BS in Chemical Engineering (with a minor in Economics) from National Taiwan University and an MBA from NYU Stern.
Biographies
Ms. Wei-Hsin Ma is currently CEO and Chairman of HannsTouch Holdings Company, Chairman of Golden Apple Investment Co., Ltd..She also servesd as Board Director of Walsin Lihwa Corporation and Chairman of Glory Stone Inc before. Ms. Ma served as Chairman of HannStar Display Corp. from March 2012 to March 2015, and Chairman of Yuanta Securities Investment Trust Co., Ltd. from August 1998 to July 2011. Ms. Ma graduated from the Department of East Asian Language at the University of California, Berkeley.She also holds a PhD from the College of Humanities and Social Sciences of Tsinghua University and an Executive MBA from Peking University in China.
Biographies
Ms. Elaine Chang currently serves as the General Manager of International Business Development for Chia Hsin RMC Corp.(Taiwan). she is also assigned to be Vice President of LDC Holtels & Resorts Group. From 2004 to 2016, Elaine worked as a Magazine Business Manager for Time Inc (New York) Between 2009 to 2016, she was the Financial Manager of Greater China for Alphabet Inc. (previously known as Google) in both New York and Singapore. Elaine graduated with a Bachelor's degree in Economics from Wellesley College (Boston) and received an MBA from the Wharton School of the University of Pennsylvania.
Board Member Diversity Policy
According to Article 20 of the Company's Corporate Governance Best Practice Principles, the structure of the Board of Directors should take into account the company's operational development scale, the shareholding of major shareholders, and the diversity of its members. This includes having different professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), gender, age, nationality, and cultural or work fields. The Company should select an appropriate number of board members, which should not be less than five, given consideration to actual operational needs. Administrative goals of the diversity policy of the Company’s 13th Board of Directors and their attainment status (2023–2026):
- Less than half of independent directors are appointed for more than three consecutive terms: Goal attained
- Two or more female directors are appointed: Goal attained
- Less than one-third of board seats are filled by directors concurrently appointed to other executive positions:Goal attained
- Two board seats are filled by major shareholders:Goal attained
| Position | Name | Gender | Professional background of individual directors | Interdisciplinary fields | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Business Management | Leadership and decision-making | Industry expertise | Financial accounting | Information | Environment | Economy | Humanities | |||
| Chairman | Arthur Yu-Cheng Chiao | Male | ||||||||
| Vice Chairman | Chin-Xin Investment Co., Ltd (Representative:Tung-Yi Chan) | Male | ||||||||
| Independent Director | Allen Hsu | Male | ||||||||
| Independent Director | Stephen T. Tso | Male | ||||||||
| Independent Director | Chung-Ming Kuan | Male | ||||||||
| Independent Director | Jong-Peir Li | Male | ||||||||
| Director | Yung Chin | Female | ||||||||
| Director | Walsin Lihwa Corporation (Representative: Fred Pan) | Male | ||||||||
| Director | Jamie Lin | Male | ||||||||
| Director | Wei-Hsin Ma | Female | ||||||||
| Director | ELAINE SHIHLAN CHANG | Female | ||||||||
| Percentage of directors by gender | Percentage of independent directors | Percentage of directors serving as managers | Percentage of board members by age | ||
|---|---|---|---|---|---|
| Male | Female | Aged 50 and over | Aged 50 and under | ||
| 73% | 27% | 36% | 18% | 82% | 18% |
Important board resolutions and performance evaluations
The Fifth Meeting of the Board of Directors of the Ninth Term of the company (December 21, 2011) formulated the " Rules for Remuneration and Performance Assessment of Directors and Supervisors ", and established the performance evaluation system of the board of directors to measure the works of directors guiding the Company's strategic directions and overseeing the Company's operations and management so as to help increase the long-term shareholder value. The staff in charge of board meeting affairs will compile the results and submit the results to the Remuneration Committee and the Board of Directors, and based on which, draw up the Board of Directors performance enhancement plan. In order to strengthen the operational efficiency of the board of directors, the Twenty-Second Meeting of the Board of Directors of the Eleventh Term of the company (April 30, 2020) amended the company’s "Rules for Remuneration of Directors and Performance Assessment of the Board of Directors ", and clearly stipulated that an external professional organization will be appointed to conduct board performance every three years.
Board's performance evaluation
External Evaluation:
In 2022, the company entrusted an external organization "Taiwan Corporate Governance Associationn" to evaluate the effectiveness of the board of directors. The company reported the evaluation results and improvement plans at board meeting on December 14, 2022.
- Implementation Date：An evaluation report was issued on August 31, 2022.
- External Professional Organization：Taiwan Corporate Governance Association
- Whether the external organization is independent: Yes
- Assessment Method: Conducting online interviews after reviewing relevant materials
- Standards: The assessment is conducted based on eight dimensions: Board Composition, Board Guidance, Board Authorization, Board Oversight, Board Communication, Internal Control and Risk Management, Board Self-discipline, and Other Support Systems.
Improvement Recommendations and Future Improvement Plans: 2022 external evaluation results
Internal Evaluation: Please refer to the performance evaluations.
Corporate Governance Implementation
- Establishment of Corporate Governance Practices: Approved by the 12th meeting of the 13th Board of Directors (Details in the Governance Guidelines and Regulations).
Promoting Insider Trading Prevention Advocacy
To ensure equality among shareholders and maintain fairness in securities market transactions, Winbond has established the 'Procedure for Preventing Insider Trading.' This procedure prohibits insiders or employees from profiting by utilizing information not available to the market. Monthly promotions are conducted to prevent insider trading and avoid unintentional violations of insider trading laws due to unfamiliarity with the regulations. Furthermore, it is stipulated that directors are not allowed to trade their stocks during the 30 days before the annual financial report announcement and the 15 days before each quarterly financial report announcement. (For information regarding the 'Procedures for Prevention of Insider Tradings,' please refer to the Compliance section on the company's website.)
| Financial Reporting Periods | Financial Report Announcement Date | Directors are reminded via email that trading in securities is prohibited during closed periods |
|---|---|---|
| Financial Report for 1Q22 | 2022/05/05 | 2022/04/18 |
| Financial Report for 2Q22 | 2022/05/05 | 2022/04/18 |
| Financial Report for 3Q22 | 2022/08/04 | 2022/07/19 |
| Financial Report for 4Q22 | 2023/02/16 | 2023/01/17 |
| Financial Report for 1Q23 | 2023/05/04 | 2023/04/14 |
| Financial Report for 2Q23 | 2023/08/03 | 2023/07/19 |
| Financial Report for 3Q23 | 2023/11/02 | 2023/10/13 |
| Financial Report for 4Q23 | 2024/02/06 | 2023/12/28 |
| Financial Report for 1Q24 | 2024/05/02 | 2024/04/16 |
| Financial Report for 2Q24 | 2024/08/01 | 2024/07/16 |
| Financial Report for 3Q24 | 2024/11/05 | 2024/10/24 |
Corporate Governance Officer
The Corporate Governance Officer is Liang-Wen Shen, Direct of the Legal & Intellectual Property Division (appointed by the 14th meeting of the 13th Board of Directors).
Scope of Corporate Governance Officer's Responsibilities: To ensure compliance with the procedures and relevant regulations of the Board of Directors and Shareholders' Meetings, and to facilitate information exchange and communication among board members and between the board and management departments