Our Focuses｜Corporate Governance｜Business Integrity

Business Integrity

“Business integrity” is Winbond’s highest ethical standard. The human resources unit is responsible for the establishment and development of the corporate culture of business integrity, and ethical compliance audits which is conducted quarterly in conjunction with internal control operations. Winbond employees are familiar with the content of business integrity through the training of regulations, continuous improvement, supervision & control, and education & training; regulations are also formulated, such as “Corporate Governance Best Practice Principles,” "Procedures for Ethical Management and Guidelines for Conduct,” “Sustainability Development Best Practice Principles,” “Corporate Social Responsibility Manual,” “The Code of Ethics and Professional Conduct for Directors," “Employee Code of Conduct,” and "Winbond Anti-Corruption Commitment” embedding business integrity into the company’s culture.

An annual report on business integrity management promotion and training is presented to the Board by the HR in the fourth quarter of each year. Internal cultural promotion, weekly articles on corporate philosophy, and promotion of policy announcements published on the employees’ homepages are used to strengthen the implementation of education and training on labor rights, environmental protection, health and safety, ethical standards, and prevention of insider trading. Winbond strengthens internal ethical awareness to ensure compliance with corporate ethics and government regulations and implements sound business integrity management.

2023 Business Integrity Management Performance

Internal Controls and Audits

Winbond’s internal audit unit is directly under the Board of Directors. The appointment and dismissal of the audit chief shall be approved by the Audit Committee and the Board of Directors. In addition to reviewing and verifying the internal control self-assessment results of the internal control system for each unit and subsidiaries, the internal audit unit also evaluates the control operations of various operating activities of Winbond’s internal control system to measure the effectiveness and compliance of the existing internal control and its impact. The frequency and content of each periodic audit are determined according to the laws and regulations as well as the risk assessment; other important procedures or special cases may be audited by the auditing personnel at any time or irregularly.

The audit unit conducts audits according to the annual audit plan approved by the Board of Directors to determine the effectiveness of the internal control system’s design and implementation. Audit findings are followed up until corrective actions have been completed to ensure the appropriate measures were taken by the relevant units timely. The audit chief reports to the independent director (convener of the Audit Committee) monthly after the completion of audit reports and the follow-up reports and delivers them to the independent directors for examination before the end of next month following the completion of the audit. The audit chief reports to the Board of Directors and Audit Committee quarterly. 2023 audit plan has been implemented in accordance with regulations, and audit results and follow-up improvements have been reported to the Audit Committee and the Board of Directors.

Winbond has established a Reporting Channel for stakeholders. The internal and external individuals may report to this channel anonymously or non-anonymously if employees engage in illegal activities, such as unfair business practices, bribery or earning illegal profits, fraud, and coercion. Reported cases are directly accepted by the audit unit of the Winbond and sent to the Audit Committee at the same time. The handling process is in accordance with the “Rules for Handling Breach of Ethics in Corporate Management."