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
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