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 corporate governance evaluation. Winbond will continue to embrace the corporate culture founded on business integrity to establish our trustworthy and reputable company reputation.
Integrity and ethics education and training
100
%
Renewable energy investment
555
million
Invested in the world’s largest blue carbon project, and obtained
1,000
tons of CO2e
Functional Committees
Members of the Audit Committee and Remuneration Committee(composed of all independent directors)
| Name | The Audit Committee | The Remuneration Committee | Experience |
|---|---|---|---|
| Allen Hsu | convener | Mr. Allen Hsu is currently the Chairman of Unus Tech Co., Ltd., and 3R Life Sciences Taiwan Ltd. He also serves as Independent director of NUVOTON TECHNOLOGY CORPORATION,and Board Director of Innodisk Corporation, and ACME ELECTRONICS CORPORATION. Mr. Hsu has been a member of the Yulon Group since September 1989. He has served as Special Advisor to the Chairman, Executive Vice President of Yulon Motor Co., Ltd, and Deputy Managing Director of Yulon Group. His primary responsibilities include the Group’s mainland China development strategy, new car development and business diversification etc. These positions were held up to his retirement in 2012. During his tenure, Mr. Hsu also served as Chairman of several listed companies of the Group including Taiwan Acceptance Corp., Taiwan Mask Corporation, Altek Corporation, Myson Century Inc., and Antek Semiconductor Corp. Prior to taking office in the Yulon Group, Mr. Hsu was active in the banking industry. From 1978 to 1989, he headed Credit Department, Corporate Banking, and Investment Banking of Chase Manhattan Bank Taipei Branch and Bankers Trust Bank Taipei Branch, respectively. Mr. Hsu has also served as Deputy Chairman of the Taiwan Venture Capital Association (TVCA). Mr. Hsu graduated from the Department of Management Science of National Chiao Tung University, and holds an MBA from National Chengchi University. He has the honor of being recognized as an outstanding alumnus of Chiao Tung University, as an outstanding CFO Award by Taiwan’s Financial Executives Institute, and with the Lu Feng-Zhang Memorial Medal for Superior Management Award by the Taiwan Management Science Association. | |
| Stephen T.Tso | convener | Dr. Stephen T. Tso served as the Senior Vice President and Chief Information Officer of information technology/materials and risk management at Taiwan Semiconductor Manufacturing Company (TSMC) from 2004 up to his retirement in 2018. He has also held various managerial positions in operational organizations and subsidiaries within TSMC Group, including the Chairman and CEO of TSMC Solid State Lighting Co., Ltd. and TSMC Solar Co., Ltd. from 2014 to 2015, President of Wafertech LLC. from 2001 to 2005, Senior Vice President of Operations at TSMC from 1998 to 2001, Senior Vice President of TSMC’s Worldwide Sales & Marketing from 1997 to 1998, and Vice President of R&D/technology development at TSMC from 1996 to 1997. Before joining TSMC, Mr. Tso served as President of the Metal CVD Division and CVD II-Advanced Technology Division at the world’s largest semiconductor supplier, Applied Materials, Inc. He was Fab Manager and Vice President at SGS-Thomson Microelectronics from 1989 to 1994. Before that, Mr. Tso served at Texas Instruments. Mr. Tso graduated from the Department of Physics at National Taiwan University and holds a master’s degree and a PhD in Materials Science & Engineering from the University of California, Berkeley. | |
| Chung-Ming Kuan | Mr. Chung-Ming Kuan has served as Associate Professor (with tenure) of University of Illinois, Urbana-Champaign ,and Professor of National Taiwan University ,and Distinguished esearch Fellow and Director of Institute of Economics, Academia Sinica ,and Minister without Portfolio of Executive Yuan ,and Minister of Council for Economic Planning And Development, Executive Yuan ,and Minister of National Development Council ,and President of National Taiwan University. Mr. Chung-Ming Kuan currently serves as NTU University Chair Professor of Department of Finance, National Taiwan University. Mr. Kuan holds a PhD in Economics from University of California (San Diego). | ||
| Jong-Peir Li | ; | Mr. Jong-Peir Li is the current Chairperson of TCC Information Systems Corporation. Mr. Li has served as the President of TCC, President of Ho-Ping Power Company and President of TCC Energy Storage Technology Corporation. Prior to the experiences in the manufacturing industry, Mr. Li had around 24 years in the financial industry and had served as the CEO & President of HSBC Taiwan, the SEVP and Head of Markets at CTBC Bank and the Financial Markets Head and Country Treasurer of Citibank Taiwan.Mr. Li holds a Ph.D. from National Chengchi University, MS Information Technology Management from Johns Hopkins University and MBA, Finance from The George Washington University. |
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.
ESG committee
The committee consists of the chairman and all independent directors, with the chairman serving as the committee’s chairperson. (The term of office for directors on the committee is the same as that of the board of directors)
In 2022, 1 meeting of ESG committee was convened, with an attendance rate of 100%.
- Established the ESG office and five task forces, including Environmental Sustainability, Green Product, Human Rights and Social Inclusion, Sustainable Supply Chain, and Corporate Governance, to ensure the promotion and implementation of works related to corporate sustainability.
- ESG Committee shall convene at least twice annually and may hold meetings as needed.
- ESG Committee shall regularly report to the Board of Directors every year on the implementation results of ESG committee.
Performance Evaluation of Committee
The nineteenth Meeting of the Board of Directors of the eleventh Term of the company (December 23, 2019) amended the company’s "Rules for Remuneration of Directors and Performance Assessment of the Board of Directors ", and incresed the performance evaluation system of Committee. 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. For relevant information, please see p.22 of the 2022 Annual Report