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 corporate governance evaluation. Winbond will continue to embrace the corporate culture founded on business integrity to establish our trustworthy and reputable company reputation.
Integrity and ethics education and training
100
%
Renewable energy investment
555
million
Invested in the world’s largest blue carbon project, and obtained
1,000
tons of CO2e
Board of Directors
Board Diversity Policy
Article 20 of the Corporate Governance Code of Practice stipulates that the structure of the Company's board of directors should take into account the company's business development scale, major shareholders' shareholding and the diversity of members. etc.), gender, age, nationality, culture or field of work, etc., and consider the needs of practical operations to determine the appropriate number of directors with more than 5 people. The specific management objectives of the 13th (112-115) Board of Directors Diversification Policy:
- More than 1/2 of the seats of independent directors shall have a consecutive term of no more than 3 terms: achieve
- Increase the number of female directors from 2 to 3: achieve
- The number of directors who concurrently act as a manager is less than 1/5 of all directors:achieve
- Maintain 2 major shareholder seats:achieve
| Position | Name | Gender | Diversification items | ||||
|---|---|---|---|---|---|---|---|
| Management | Leadership decision | Industry knowledge | Financial accounting | Information technology | |||
| Chairman | Arthur Yu-Cheng Chiao | Male | |||||
| Vice Chairman | Chin-Xin Investment Co., Ltd (Representative:Tung-Yi Chan) | Male | |||||
| Director | Yung Chin | Female | |||||
| Independent Director | Allen Hsu | Male | |||||
| Independent Director | Stephen T. Tso | Male | |||||
| Independent Director | Chung-Ming Kuan | Male | |||||
| Independent Director | Jong-Peir Li | Male | |||||
| Director | Walsin Lihwa Corporation (Representative: Fred Pan) | Male | |||||
| Director | Jamie Lin | Male | |||||
| Director | Wei-Hsin Ma | Female | |||||
| Director | ELAINE SHIHLAN CHANG | Female | |||||
| Percentage of all directors | Proportion of independent directors to all directors | Proportion of directors as employees to all directors | Age distribution | ||
|---|---|---|---|---|---|
| Male | Female | Over 50 years old | Under 50 years old | ||
| 73% | 27% | 36% | 27% | 82% | 18% |
Performance Evaluation of Board of Directors
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. For relevant information, please see the 2022 Annual Report.
External Board's performance evaluation
In 2011, 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 the 2022/12/14 board meeting.
- Implementation Date：111/08/31 Issuance of Assessment Report
- External Professional Organization：Taiwan Corporate Governance Association
- Is the external organization 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 of Winbond’s Board performance
Corporate Governance Implementation
- Establishment of Corporate Governance Practices: Approved by the 5th meeting of the 10th Board of Directors (Details in the Governance Guidelines and Regulations).
Promoting Advocacy for Preventing Insider Trading
To ensure shareholder equality and maintain fairness in securities market transactions, MediaTek has established a management procedure for preventing insider trading. This procedure prohibits insiders or employees from profiting by utilizing information not available to the market. Advocacy for preventing insider trading is conducted monthly to prevent unintentional violations of insider trading regulations due to lack of knowledge. 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 details about the "Management Procedure for Preventing Insider Trading," please refer to the "Company Regulations" section.)
| 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 | 111/05/05 | 111/04/18 |
| Financial Report for 2Q22 | 111/05/05 | 111/04/18 |
| Financial Report for 3Q22 | 111/08/04 | 111/07/19 |
| Financial Report for 4Q22 | 112/02/16 | 112/01/17 |
| Financial Report for 1Q23 | 112/05/04 | 112/04/14 |
Corporate Governance Officer
The Corporate Governance Officer of Winbond is Chih-Chung Chou, who serves as the Chief Financial Officer (appointed by the 18th meeting of the 12th Board of Directors).
Scope of Corporate Governance Officer's Responsibilities: To ensure compliance with board and shareholder meeting procedures and relevant regulations, and to facilitate information exchange and communication between board members and between the board and management.