"Integrity" is the highest ethical standard of Winbond.
Organization
The Board of Directors is Winbond's highest governance body. The 13th-term Board of Directors consists of 11 directors. The Board includes 4 independent directors and 3 female directors. Directors who do not hold managerial positions in the Company make up more than two thirds of board members. All board members are highly experienced in business operations. The ages of board members cover different generations and their professional background covers different industries. All board members possess the ability to perform their duties and to give constructive feedback and make recommendations for corporate strategies.Directors Walsin Lihwa Corporation and Chin-Xin Investment Co., Ltd are the main shareholders of the company. Walsin Lihwa Corporation is the founder of the Company, also the largest shareholder and a director since Company's inception.
Main Duties Of The Board
- The board of directors has the responsibility to supervise the company's managers, maintain transparency of financial and operating information, and disclose important information timely for shareholders and investors.
- The board of directors assists in the establishment of various organizations, such as Audit Committee and Remuneration Committee, and establishes effective and appropriate corporate rules and internal control systems.
- The board of directors listens to the company management team's report for the operation and financial status on a quarterly basis to supervise the managers to update the business plan and annual budget in real time, and evaluate the performance of the management team and appoint and remove managers.
- Resolve major events of the company (such as capital expenditures, major transactions and contracts, investment, and dividend surplus compensation, etc.) in order to comply with legal requirements
Board Diversity Policy
The specific management objectives of the 12th (109-112) Board of Directors Diversification Policy:
Article 20 of the Corporate Governance Code of Practice stipulates that the structure of the Company's board of directors should take into account the company's business development scale, major shareholders' shareholding and the diversity of members. etc.), gender, age, nationality, culture or field of work, etc., and consider the needs of practical operations to determine the appropriate number of directors with more than 5 people.
The board of directors was fully re-elected in 109, 11 board members: 2 major shareholders, 2 female directors, 4 independent directors, spanning generations and covering industrial backgrounds such as technology, mass production, telecommunications and finance；The election results of the 2010 shareholders' general meeting have met the goals of the Corporate Governance Code of Practice.
| Position | Name | Gender | Diversification items | Percentage of all directors | Proportion of independent directors to all directors | Proportion of directors as employees to all directors | Age distribution | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Management | Leadership decision | Industry knowledge | Financial accounting | Information technology | Male | Female | Over 50 years old | Under 50 years old | |||||
| Chairman | Arthur Yu-Cheng Chiao | Male | ✔ | ✔ | ✔ | ✔ | ✔ | 82% | 18% | 36% | 27% | 82% | 18% |
| Vice Chairman | Tung-Yi Chan | Male | ✔ | ✔ | ✔ | ✔ | |||||||
| Director | Yung Chin | Female | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||
| Independent Director | Allen Hsu | Male | ✔ | ✔ | ✔ | ✔ | |||||||
| Independent Director | Stephen T. Tso | Male | ✔ | ✔ | ✔ | ✔ | |||||||
| Independent Director | Francis Tsai | Male | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||
| Independent Director | Jerry Hsu | Male | ✔ | ✔ | ✔ | ✔ | |||||||
| Director | Walsin Lihwa Corporation Representative: Fred Pan |
Male | ✔ | ✔ | ✔ | ✔ | |||||||
| Director | Chin-Xin Investment Co., Ltd Representative: Yuan-Mou Su |
Male | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||
| Director | Jamie Lin | Male | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||
| Director | Wei-Hsin Ma | Female | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||
Performance Evaluation of Board of Directors
The Fifth Meeting of the Board of Directors of the Ninth Term of the company (December 21, 2011) formulated the " Rules for Remuneration and Performance Assessment of Directors and Supervisors ", and established the performance evaluation system of the board of directors to measure the works of directors guiding the Company's strategic directions and overseeing the Company's operations and management so as to help increase the long-term shareholder value. 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, and based on which, draw up the Board of Directors performance enhancement plan. In order to strengthen the operational efficiency of the board of directors, the Twenty-Second Meeting of the Board of Directors of the Eleventh Term of the company (April 30, 2020) amended the company’s "Rules for Remuneration of Directors and Performance Assessment of the Board of Directors ", and clearly stipulated that an external professional organization will be appointed to conduct board performance every three years. For relevant information, For relevant information, please see p.19 of the 2020 Annual Report , p.21 of the 2021 Annual Report ,and the 2022 Annual Report .
External Board's performance evaluation
In 2011, the company entrusted an external organization "Taiwan Corporate Governance Associationn" to evaluate the effectiveness of the board of directors. The company reported the evaluation results and improvement plans at the 2022/12/14 board meeting.