"Integrity" is the highest ethical standard of Winbond.
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 Hestia Power Inc., AccelStor, Inc., and 3R Life Sciences Taiwan Ltd. He also serves as Board Director of Nuvoton Technology Corp., Innodisk Corporation, PARPRO Corp., 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. |
| Francis Tsai | ✔ | ✔ | Mr. Francis Tsai is currently the Chairman of Waffer Technology Corp., Chairman of NAFCO, and Vice Chairman of Getac Technology Corporation. Mr. Tsai has held various positions in the Getac Group, which is among the world's three biggest ruggedized notebooks and handheld products manufacturers. Mr. Tsai has acted as Chairman for a long time and over several important junctures: in 2007, the merger of MiTAC Precision Technology Corp.; in 2009, the business expansion to Taiwan’s third largest light metal of Aluminum magnesium alloy company, Waffer Technology Corp.; and in 2011, Getac’s merger with aerospace engine fastener manufacturer, NAFCO. Previously, Mr. Tsai leaded to set up the OEM electronic manufacturing operations in Maninland, China, in 1993 for Mitac International Co. (MIC ), later expanded to sub-tier components manufacturing. He was promoted to President of MiTAC in 1999, and Chairman of Getac Technology Corporation, Tyan Computer Corporation, and MiTAC Precision Technology Corp. Mr. Tsai graduated from the Computer and Control Engineering Department of National Chiao Tung University. |
| Jerry Hsu | ✔ | ✔ | Mr. Jerry Hsu is currently the President of AcBel Polytech Inc. He has also served as Board Director of New Kinpo Group, Vice Chairman of Taiwan Electrical and Electronic Manufacturers' Association (TEEMA), Director of the Importers & Exporters Association of Taipei, and Chairman of The Third Wednesday Club-Young Entrepreneur Group. Mr. Hsu is well-versed in the production and sales of electronics manufacturing, private equity investment management, and the corporate board operations. Mr. Hsu graduated from the Department of Economics of the University of Toronto, and obtained a master's degree in management from Waseda University in Japan, as well as a master's degree in Business Administration from Peking University in China. |
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
- 1. Regularly review the regulation and propose amendments.
- 2. Formulate and regularly review the policies, systems, standards and structures of directors and managers' annual performance targets, salary and remuneration.
- 3. Regularly evaluate the achievement of directors and managers' performance goals, and determine the content and amount of their individual salary and remuneration.
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.21 of the 2021 Annual Report
Remuneration Committee Meeting Agenda and Resolution
PDF Remuneration Committee Meeting Agenda and Resolution
Communication Situation between Independent Directors and CPA
PDF Communication Situation between Independent Directors and CPA
Communication situation between independent directors and internal audit executive
PDF Communication situation between independent directors and internal audit executive