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.
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
%
Functional Committees
| Name | The Audit Committee | The Remuneration Committee | The ESG Committee | The Risk Management Committee | Expertise |
|---|---|---|---|---|---|
Chairman Arthur Yu-Cheng Chiao | convener | convener | Management, Risk Management | ||
| Allen Hsu | convener | Financial Accounting | |||
| Stephen T. Tso | convener | Risk Management, Information Technology | |||
| Chung-Ming Kuan | Finance | ||||
| Jong-Peir Li | Finance, Risk Management |
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
- 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.
Board Governance of ESG
Date Meeting Important Issue February 16,2023 12th Term/ 20th Meeting - The progress on the implementation of the GHG inventory for the fourth quarter of 2022.
- To improve production efficiency (strengthening earthquake early warning and monitoring), energy saving and carbon reduction, purchase machinery and equipment.
May 04, 2023 12th Term/ 23rd Meeting - The progress on the implementation of the GHG inventory for the second quarter of 2023.
- To demonstrate its commitment to corporate sustainable development and net-zero carbon emissions, Winbond is actively aligning with the international trend of climate change adaptation. The Board of Directors has authorized the signing of renewable energy power purchase agreements of up to 30MW, subject to actual needs.
August 03, 2023 13th Term/ 2nd Meeting - The progress on the implementation of the GHG inventory for the third quarter of 2023.
- Increase capital expenditure budget to introduce intelligent energy-saving systems.
November 02, 2023 13th Term/ 5th Meeting - The progress on the implementation of the GHG inventory for the fourth quarter of 2023.
- The progress of the company's sustainable development.
- Renewable energy procurement plan.
December 22, 2023 13th Term/ 6th Meeting - Communication with stakeholders.
February 06,2024 13th Term/ 7th Meeting - The progress on the implementation of the GHG inventory for the first quarter of 2024.
- To achieve energy saving and carbon reduction, purchase equipment and factory engineering.
- Formalize a procurement agreement with CHENHWA POWER CO., LTD. for the acquisition of solar power.
May 02,2024 13th Term/ 9th Meeting - The progress on the implementation of the GHG inventory for the second quarter of 2024.
- Pass the 2023 sustainability report.
The Risk Management Committee
- 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.
Performance Evaluation of Committee
At the Nineteenth Meeting of the Board of Directors of the Eleventh Term of the company, held on December 23, 2019, the 'Rules for Remuneration of Directors and Performance Assessment of the Board of Directors' were amended to include a functional committee performance evaluation system. The unit responsible for board meetings summarizes the relevant evaluation results and submits them to the Compensation Committee and the Board of Directors. For details on the committee's performance evaluation carried out in 2023, please refer to the performance evaluations.