Our Focuses｜Corporate Governance｜Business Integrity
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.
First time selected for the
S&P Global Sustainability Yearbook
Investment and procurement of renewable energ reached a total
380
million kWh
Awarded the 2024 National Sustainable Development Award
National Sustainable Development Award
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,” “Responsible Business Alliance Code of Conduct Management Procedures,” “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 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.
2024 Business Integrity Management Performance
Integrity Management Courses and Training
- Winbond conducted“Human Rights and Labor Ethics Education Training”online in 2024. This course covers topics such as “Integrity in Business” (preventing insider trading, fair transactions, advertising and competition, identity protection, and retaliation prevention) and labor rights. It is promoted across all of our global presence, with a total of 4,145 employees receiving training, accumulating a total of 1,658 hours. The training rate for all the board directors and employees has reached 100%.
Nuvoton conducted an online course titled "Sustainable Development and Business Ethics Management Policy Code," covering topics such as "Integrity Management" (including insider trading prevention, fair trade, advertising and competition, identity protection, and anti-retaliation measures) and labor rights. A total of 1,557 participants completed the training, accumulating 779 training hours, achieving a 100% training participation rate among all employees.
Compliance Progress
- There were no economic or environmental violations at Winbond, nor were there any cases of corruption, anti-competitive behavior, or violations related to marketing and labeling.
- No complaints on violation of business integrity were submitted through the complaint channel in 2024.
- No violation of conflicts of interest, money laundering or insider trading occurred in 2024.
Completion of Anti-Corruption Commitment Formulation
- In 2024, Winbond established the “Winbond Anti-Corruption Commitment,” and adhere the value of “Conduct business with integrity and ethical behavior” to eliminate any corrupt practices.
Statistics of Trainings on Integrity
| Region/Subsidiary | Employee Type | Job Level | Total | Total Hour | |||
|---|---|---|---|---|---|---|---|
Direct Employee | In-direct Employee | Management | Non-Management | ||||
| Winbond (Taiwan) | Number of Required Trainees | 332 | 3,047 | 530 | 2,849 | 3,379 | 1,352 |
| Number of Completed Trainees | 332 | 3,047 | 530 | 2,849 | 3,379 | ||
| Completion Rate | 100% | 100% | 100% | 100% | 100% | ||
| Winbond Subsidiary | Number of Required Trainees | - | 766 | 108 | 658 | 766 | 306 |
| Number of Completed Trainees | - | 766 | 108 | 658 | 766 | ||
| Completion Rate | - | 100% | 100% | 100% | 100% | ||
| Nuvoton (Taiwan) | Number of Required Trainees | 370 | 1,187 | 191 | 1,366 | 1,557 | 779 |
| Number of Completed Trainees | 370 | 1,187 | 191 | 1,366 | 1,557 | ||
| Completion Rate | 100% | 100% | 100% | 100% | 100% | ||
Total | Number of Required Trainees | 702 | 5,000 | 829 | 4,873 | 5,702 | 2,437 |
| Number of Completed Trainees | 702 | 5,000 | 829 | 4,873 | 5,702 | ||
| Completion Rate | 100% | 100% | 100% | 100% | 100% | ||
Note 1: Scope of training area included Winbond (Taiwan), Winbond subsidiaries, Nuvoton (Taiwan).
Note 2: The total training hours per session for Winbond(Taiwan) and Winbond subsidiaries were 0.4 hours, while Nuvoton(Taiwan)’s were 0.5 hours.
Note 3: The following personnel were not included in the list of required trainees: (1)Consultants; (2)Those primarily serving affiliated enterprises;
(3)Those unable to attend training due to special reasons (such as leave of absence or planned resignation); (4)Non-full-time employees.
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. 2024 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." The company strictly prohibits any form of retaliation or adverse actions against whistleblowers or complainants, including but not limited to retaliatory measures, and will take serious action against violators to ensure the rights and safety of the complainants.