Our Focuses｜Corporate Governance｜Functional Committee
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
Functional Committees
| Name | The Audit Committee | The Remuneration Committee | The ESG Committee | The Risk Management Committee | Expertise |
|---|---|---|---|---|---|
Chairman Arthur Yu-Cheng Chiao | convener | convener | Expertise: Business & Risk Management; capable of leading sustainable development with ESG expertise. | ||
| Allen Hsu | convener | Expertise: Financial Accounting; capable of leading sustainable development with ESG expertise. | |||
| Stephen T. Tso | convener | Expertise: Risk Management & Information Systems; capable of leading sustainable development with ESG expertise. | |||
| Chung-Ming Kuan | Expertise: Finance; leading sustainable development with ESG expertise. | ||||
| Jong-Peir Li | Expertise: International Finance & Risk Management; capable of leading sustainable development with ESG expertise. |
Priorities of the Audit Committee
- The acceptable expression of the Company’s financial statements.
- The selection (removal), independence and performance of the Certified Public Account (CPA).
- The effective implementation of the Company’s internal control.
- The compliance with relevant laws and regulations by the Company.
- The control of the Company’s existing or potential risks.
Priorities of the Remuneration Committee
- Regularly review the regulation and propose amendments.
- Formulate and regularly review the policies, systems, standards and structures of directors and managers’ annual performance targets, salary and remuneration.
- Regularly evaluate the achievement of directors and managers’ performance goals, and determine the content and amount of their individual salary and remuneration.
The ESG committee
The committee is comprised of the chairman and all independent directors, with the chairman also serving as the chairperson. (The committee members' tenure aligns with that of the board of directors.)
The ESG Committee held 1 meeting in total in 2025 with an attendance rate of 100%(including attendance by proxy).
- Responsibilities of the Committee:
(1)Formulation of policies and directives related to corporate sustainability.
(2)Setting of short-, medium, and long-term sustainability strategies and goals.
(3)Review, follow-up, and revision of sustainability initiative implementation and outcomes.
(4)Reporting of outcomes to the Board of Directors on an annual basis. - Winbond has established the ESG Office and five task forces—Environmental Sustainability, Green Products, Human Rights and Social Inclusion, Sustainable Supply Chain, and Corporate Governance—to ensure the effective promotion and implementation of corporate sustainability initiatives.
- The ESG Committee shall convene at least twice annually and may hold meetings as needed.
- The ESG committee regularly reports its implementation results to the Board of Directors every year. (Report on the promotion of sustainable development for the year at the 21st meeting of the 13th Board of Directors on December 19, 2025.)
Board Governance of ESG
Date Meeting Important Issue February 06,2024 13th Term/ 7th Meeting - The progress on the implementation of the GHG inventory for the fourth quarter of 2023.
- Reviewed and approved the increase of capital expenditure budget to ensure alignment with the Company’s sustainability strategy.
- Signed a solar power procurement agreement with CHENHWA POWER CO., LTD.
May 02,2024 13th Term/ 9th Meeting - The progress on the implementation of the GHG inventory for the first quarter of 2024.
- Pass the 2023 sustainability report.
August 01,2024
13th Term/ 11th Meeting
- The progress on the implementation of the GHG inventory for the second quarter of 2024.
- Signed the onshore wind power corporate power purchase agreement with Energy Helper TCC Corporation.
November 05,2024
13th Term/ 12th Meeting
- The progress on the implementation of the GHG inventory for the third quarter of 2024.
- Timeline for the implementation of IFRS sustainability disclosure standards .
- Proposed to sign the offshore wind power and solar power corporate power purchase agreement with SUSTAINABLE ENERGY SOLUTION CO., LTD.
- Amendment of the ESG Committee Charter.
December 20,2024
13th Term/ 13th Meeting
- The progress of the company's sustainable development.
- Communication with stakeholders.
February 18,2025 13th Term/ 14th Meeting - The progress on the implementation of the GHG inventory for the fourth quarter of 2024.
- Reviewed and approved the increase of capital expenditure budget to ensure alignment with the Company’s sustainability strategy.
March 14,2025 13th Term/ 15th Meeting Progress report on the implementation of IFRS Sustainability Disclosure Standards for the fourth quarter of 2024. May 05,2025 13th Term/ 16th Meeting - The progress on the implementation of the GHG inventory for the first quarter of 2025.
- Progress report on the implementation of IFRS Sustainability Disclosure Standards for the first quarter of 2025.
- Reviewed and approved the increase of capital expenditure budget to ensure alignment with the Company’s sustainability strategy.
- Pass the 2024 Sustainability Report.
August 05,2025 13th Term/ 18th Meeting - The progress on the implementation of the GHG inventory for the second quarter of 2025.
- Progress report on the implementation of IFRS Sustainability Disclosure Standards for the second quarter of 2025.
November 04,2025 13th Term/ 20th Meeting - The progress on the implementation of the GHG inventory for the third quarter of 2025.
- Promotion of integrity management.
- Intellectual property management plan and implementation status.
- Progress report on renewable energy planning.
- Increased commitment to investment in Kai-Hong Energy Co., Ltd to support the Company’s renewable energy goals.
December 19,2025 13th Term/ 21st Meeting - Progress report on the implementation of IFRS Sustainability Disclosure Standards for the third quarter of 2025.
- The progress of the company's sustainable development.
- Communication with stakeholders.
The Risk Management Committee
The Risk Management Committe is comprised of the chairman and all independent directors, with the chairman also serving as the chairperson. ( The committee members' tenure aligns with that of the board of directors.)
The Risk Management Committe held 2 meeting in total in 2025 with an attendance rate of 100%(including proxy attendance).
- The duties of the Risk Management Committee
- Oversight of overall risk management at the Company; formulation of risk management policies and frameworks; establishment of qualitative and quantitative management standards; adjustment of such standards based on actual needs and/or objective changes in the competitive landscape.
- Implementation of risk management initiatives passed by the Board of Directors; review of the development, establishment, and implementation of the Company’s risk management system.
- Setting of risk appetite; review and control of overall risks.
- Assistance and oversight of department-level risk management; fostering of risk-related interdepartmental engagement and communication.
- Adjustments to risk types and risk-taking methods based on environmental conditions.
- Other risk-related matters entrusted by the Board of Directors.
功能性委員會評鑑
本公司第 11 屆第 19 次董事會 (民國 108 年 12 月 23 日) 修正本公司「董事薪資報酬與董事會績效評估辦法」，增加功能性委員會績效評估制度；相關評估結果由董事會議事事務單位彙總後，提報薪資報酬委員會及董事會。委員會評鑑執行情形詳見評鑑執行情形。