Corporate Governance

 

iStock-637416508

Board of Directors

 

According to Articles of Incorporation, the Company should have seven (7) to nine (9) directors and adopt the candidate nomination system. Directors are elected by the shareholders from a roster of director candidate announced by the Company. Each director will serve an office term of three years and may be re-elected.

 
Board Members

The sixth term of Board of Directors has nine directors including five independent directors, the term of service is from May 25, 2026, to May 24, 2029.

Name & Title Education/Experience Other positions held
Emily Hong
Chair & CSO		 Executives Program, Graduate School of Business Administration, National Chengchi University
Bachelor of Political Science, National Taiwan University
Vice President of Acer Inc.
President of Enterprise Products Group and Cloud Business Group of Wistron Corporation		 Chairperson of Wiwynn Foundation
Independent Director of momo.com Inc.
Director of National Institutes of Applied Research
William Lin
Director & President & CEO		 Master of Business Administration, Wright State University
Bachelor of Science in Electronic Engineering, Feng Chia University
Senior Sales Manager of Acer Inc.
Group President of the Enterprise and Networking Business Group of Wistron Corporation		 Chairman of Wiwynn Smart Manufacturing Corporation
Director of Wiwynn International Corporation
Director of Wiwynn Technology Service Japan, Inc.
Director of Wiwynn Technology Service Hong Kong Limited
Director of Wiwynn Korea Ltd.
Director of Wiwynn Technology Service Mexico, S.A. de C.V.
Director of Wiwynn Technology Corporation
Director of Wiwynn Technology Service KunShan Ltd.
Frank Lin
Director, Representative of Wistron Corporation		 Bachelor of Accounting, Feng Chia University
CFO of Acer Inc.		 Chief of Staff of Wistron Corporation
Chairman of Wise Cap Limited Company
Chairman of LE BEN Investment Ltd.
Chairman of WiSuccess Asset Management Corporation
Chairman of WiseCap (Hong Kong) Limited
Director of WNC Corporation
Director of WITS Corp.
Director of Changing Information Technology Inc.
Director of IP Fund Six
Director of Join-Link International Technology Co., Ltd.
Director of MAYAMINER COMPANY LTD.
Director of Wistron Medical Tech Holding Company
Director of Wistron Digital Technology Holding Company
Director of Wistron Medical Technology Corporation
Director of PELL Bio-Med Technology Co. Ltd.
Director of Wistron Green Energy Holding Company
Director of Hartec Asia Pte. Ltd.
Director of B-Temia Asia Pte. Ltd.
Supervisor of aEnrich Technology Corporation
Sylvia Chiou
Director, Representative of Wistron Corporation		 Master of Business Administration, University of Pittsburgh
Vice President of Strategic Investment and Chief Sustainability Officer of Wistron Corporation		 Vice President of Strategic Investment and Chief Sustainability Officer of Wistron Corporation
Director of T-CONN Precision Corporation
Director of AiSails Power Inc.
Director of InnoSky Apex Inc.
Director of Diagnostics For The Real World Limited
Director of Mobility Technology Group Inc.
Supervisor of Wistron Green Energy Holding Company
Charles Kau
Independent Director		 Master of Chemical Engineering, North Carolina State University
Bachelor of Chemistry, National Taiwan University
Chairman of Inotera Memories, Inc.
President of Nanya Technology Corporation		 Chairman of Ion Electronic Materials co., Ltd.
Chairman of Xtek semiconductor (Huangshi) Co., Ltd.
Independent Director of Rockchip Electronics Co., Ltd.
Independent Director of WUS Printed Circuit (Kunshan) Co., Ltd.
Independent Director of Aswater Advanced Envirotech Ltd.
Simon Dzeng
Independent Director		 Ph.D. in Accounting and MBA, Drexel University
Bachelor of Business Administration, College of Law, National Taiwan University
Vice President of Mega Financial Holding Company Ltd.
Chairman of Mega Bills Finance Co., Ltd.
Senior Vice President of China Development Financial Holding Corp. and President of China Development Industrial Bank		 Chairman of Hopewell Asset Management, Inc.
Chairman of Hopewell Investments, Inc.
Chairman of Capstone Investments, Inc.
Independent Director of Waffer Technology Corp.
Independent Director of Ion Electronic Materials co., Ltd.
Director of Jinwen University of Science and Technology
Supervisor of Phalanx Biotech Group
Jaclyn Tsai
Independent Director		 Bachelor of Laws, National Taiwan University
Judge of Yilan District Court, Changhua District Court, Taoyuan District Court, and Taipei Shilin District Court
General Counsel, IBM Greater China Group
Minister without Portfolio, Executive Yuan (Cabinet)		 Co-Founder of Lee Tsai & Partners, Attorneys-at-Law
Independent Director of DaChan Food (Asia) Limited (Hong Kong)
Independent Director of Dachan Great Wall Group
Director of Chenbro Micom Co., Ltd.
Director of JPC connectivity Inc.
Director of UNIC TECHNOLOGY CORP.
Director of Aswater Advanced Envirotech Ltd.
Director of iKala Interactive Media Inc.
Director of SimpleInfo Content Co., Ltd.
Supervisor of AI Foundation
Director of K.T. LEE Foundation of Science and Technology
Director of Foundation for Clean Production and Regional Development
Honorary Chairwoman of Taiwan Women on Boards Association
Honorary Chairwoman of Taiwan FinTech Association
Chairwoman of Asia Fintech Alliance
Executive Director of Monte Jade Science & Technology Association of Taiwan
Executive Supervisor of Taiwan Impact Investing Association
Jian-Jang Huang
Independent Director		 Ph.D. in Electrical Engineering, University of Illinois
Master of science in Photonics and Optoelectronics, Graduate Institute of Photonics and Optoelectronics, National Taiwan University
Bachelor of Science in Electrical Engineering, National Taiwan University
Associate Dean, College of Electrical Engineering, National Taiwan University
Chair and Professor, Graduate Institute of Photonics and Optoelectronics, National Taiwan University		 Associate Dean, College of Electrical Engineering, National Taiwan University
Professor, Graduate Institute of Photonics and Optoelectronics, National Taiwan University
Independent Director of Nien Made Enterprise Co., Ltd.
Steven Chang
Independent Director		 Ph.D. in Business Administration, Shanghai Jiao Tong University
Master of Business Administration, National Chengchi University
Founder and Chairman of CID Group Ltd.
Chairman and Chief Strategy Officer of LandMark Optoelectronics Corporation		 Founder and Chairman of CID Group Ltd.
Chairman and Chief Strategy Officer of LandMark Optoelectronics Corporation
Director of Eurocharm Holdings Co., Ltd.
Director of Entire Technology Co., Ltd.
Director of NANKANG RUBBER TIRE CORP., LTD.
Independent Director of JETWAY INFORMATION CO., LTD.
Succession Planning for Board Members and Key Management Members

The Company is committed to cultivating senior executives to join the Board of Directors, enabling them to gain a deep understanding of board operations and the businesses of various units within the Group, thereby ensuring stability and continuity at the decision-making level. On November 1, 2022, the Company established the Nomination Committee to strengthen the candidate nomination process and enhance the operational efficiency of the Board’s functions.

To drive business growth and consolidate the management team’s pipeline, on November 13, 2024, the Board approved the appointments of Vice President Christopher Huang, Vice President Steven SC Hsieh, Chief Information Officer James Wen, and Chief Legal Officer Lois Lin as managerial officers, further enriching and reinforcing the core management team.

In addition, the Company has fully initiated succession and development programs for key senior positions. Beyond routine performance management, in 2022 the Company introduced external assessment tools, combined with core competencies, to rigorously select suitable candidates. To accelerate talent development, the Company actively organizes internal and external management and leadership training, provides one-on-one executive coaching resources, and arranges job rotations and overseas assignments for successors, helping key succession candidates comprehensively enhance their leadership capabilities and strategic vision.

Through these initiatives, the Company is dedicated to building a solid and efficient succession talent pipeline, ensuring long-term sustainable growth and maintaining its leading market competitiveness.

Committees

 

Audit Committee

Wiwynn has set up the Audit Committee via special shareholders’ meeting on January 17, 2018. The Audit Committee is composed of all Independent Directors, namely, Mr. Simon Zeng, Mr. Charles Kau, Ms. Cathy Han, and Mr. Victor Cheng. Mr. Simon Dzeng is the committee chairman, each committee will serve an office term from June 15, 2020 to June 14, 2023.

The operation of the Audit Committee shall be handled in accordance with the “Audit Committee Charter” of the Company and related laws. The Audit Committee meets before each regular quarterly board meeting, the function of Audit Committee is to examine the Company’s internal control systems, internal audit executions, as well as major financial activities, and communicate with internal auditor and CPAs to supervise the Company’s operations and risk controls.

The Audit Committee is responsible to review the following major matters:

  • Financial reports
  • The offering, issuance, or private placement of equity-type securities
  • Accounting Policies and Procedure
  • Assessment of the effectiveness of the internal control system
  • Direct and Indirect investments
  • Asset transactions or derivatives trading of a material nature
  • Loans of funds, endorsements, or provision of guarantees of a material nature
  • Corporate risk management
  • Regulation compliance
  • The hiring or dismissal of an attesting CPA, or the compensation given thereto, and evaluate the independence and suitability of the CPA

 

Audit Committee Members
Name and Title Education/Experience
Simon Dzeng
Independent Director (Chairman)		 Doctorate, Accounting Dept., Drexel University
Master, Business Administration Dept., Drexel University
Bachelor of Business Administration, National Taiwan University
Vice President in Mega Financial Holding Co., LTD.
Senior Vice President of China Development Financial Holding Corp. and General Manager in China Development Industrial Bank
Charles Kau
Independent Director		 Master of Chemical Engineering, North Carolina State University
Chairman of Inotera Memories, Inc.
General Manager of Nanya Technology Corporation
Cathy Han
Independent Director		 Master of Business Administration, University of Connecticut
Senior Vice President of Principal Investment Dept., China Development Industrial Bank
Executive Vice President of Business Development Dept., CDIB Capital Group
Victor Cheng
Independent Director		 Doctorate, Jurisprudence Dept., Stanford University
Bachelor, School of Law, Soochow University
Professor, National Taiwan University of Science and Technology
Professor, School of Law, Shih Hsin University
Director and Dean, Institute of Intellectual
Property, Shih Hsin University
Legal supervisor in Acer Inc.

 

Communications of Independent Directors with Internal Auditors and CPAs

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Compensation Committee

The Compensation Committee was set up on October 30, 2017 and consists of 3 members.

 
The Authority of Compensation Committee

The Committee faithfully performs the following duties and submits all recommendations to the board of directors for discussion.

  • Reviewing “Compensation Committee Charter” of the Company and making recommendations for amendments.
  • Establishing and periodically reviewing the performance assessment, and the policies, systems, standards, and structure for the
    compensation of the directors, and managerial officers of the Company.
  • Periodically evaluate and prescribe the remuneration of director and managerial officers.
 
Compensation Committee Members

The term of service of second Compensation Committee is from June 15, 2020 to June 15, 2023.

The operation of the Audit Committee shall be handled in accordance with the “Audit Committee Charter” of the Company and related laws. The Audit Committee meets before each regular quarterly board meeting, the function of Audit Committee is to examine the Company’s internal control systems, internal audit executions, as well as major financial activities, and communicate with internal auditor and CPAs to supervise the Company’s operations and risk controls.

The Audit Committee is responsible to review the following major matters:

 

Name and Title Education/Experience
Charles Kau
Independent Director (Chairman)		 Master of Chemical Engineering, North Carolina State University
Chairman of Inotera Memories, Inc.
General Manager of Nanya Technology Corporation
Cathy Han
Independent Director		 Master of Business Administration, University of Connecticut
Senior Vice President of Principal Investment Dept., China Development Industrial Bank
Executive Vice President of Business Development Dept., CDIB Capital Group
Victor Cheng
Independent Director		 Doctorate, Jurisprudence Dept., Stanford University
Bachelor, School of Law, Soochow University
Professor, National Taiwan University of Science and Technology
Professor, School of Law, Shih Hsin University
Director and Dean, Institute of Intellectual
Property, Shih Hsin University
Legal supervisor in Acer Inc.

Corporate Governance Report

 

 

Fiscal Year Important Note
2019
  • In order to strengthen the functions of the board of directors, the shareholders general meeting in 2019 elected two additional board directors (including one independent director). After the election, the number of board directors will be nine (including four independent directors).
  • At the annual shareholders meeting of 2019, the proportion of electronic voting of the total number of shares represented by the shareholders present reached 83.78%. The proportion of electronic voting has increased year by year.
  • Amend the “Corporate Governance Best Practice Principles” to strengthen a good corporate governance system and promote sound development of the Company.
  • Revise the “Methods of Performance Evaluation of the Board of Directors” to include functional committees in the assessments scope.
  • The Company actively holds and participates in domestic and foreign institutional investor conferences. It has held or participated a total of 9 times from 2018 to the end of 2019 to ensure that investors have the right to fully inquire and understand the Company’s financial operation and other information, making the investors to more effectively evaluate the true value of the enterprise.
2018
  • Strengthen the function of the board of directors, the Company sets up performance goals to enhance the board efficiency and formulates the “Methods of Performance Evaluation of the Board of Directors”.
  • Amend the Company’s articles of association, to adopt a nomination system for candidates of the board of directors’ election to protect shareholders’ rights and interests.
  • Facilitate exercising of shareholders’ rights and interests, and implement shareholder activism, electronic voting has been adopted since the annual shareholders meeting of 2018.
  • At the annual shareholders meeting of 2018, the proportion of electronic voting of the total number of shares represented by the shareholders present reached 74.58%.
  • Set up independent directors and establish the Audit Committee to divide the powers of the board of directors into a good division of labor, and assist the board of director in making decisions with its independent position.
  • Purchase “Directors and Officers Liability Insurance” to reduce the risks assumed by board directors, officers and the Company.
  • Revise the Company’s rules and procedures of the board of directors, set standard operating procedures for handling the board of directors’ requests, and give appropriate and immediate responses to the board of directors’ requests to improve the effectiveness of the board of directors.
  • Establish a whistleblower system, set up a reporting system, implement a corporate culture of integrity and transparency, and promote the sound operation of the Company.
  • The achievement rate of the performance assessments of the board of directors in 2018 was 95% and the evaluation result was “beyond the standard.” The Company will continuously establish function goals of the board of directors, and make recommendations and improvements based on the various assessments results to deepen the effectiveness of the board of directors
2017
  • Formulate “Corporate Governance Best Practice Principles”, “Corporate Social Responsibility Best Practice Principles”, and etc. for compliance.
  • In order to make the compensation system more transparent and fairer, the Compensation Committee is set up to review the compensation system in a timely manner to seek a balance between the company’s sustainable operation and risk control.

 

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Implementation of Ethical Corporate Management

 

Wiwynn engages in operating behavior with the highest ethical standards and incorporates integrity and ethical values into the Company’s business strategy. We establish the preventive measures in accordance with the laws and regulations to ensure the business integrity, and make the integrity DNA take root within the Company and co-prosperity with the society with the mission of high-quality enterprise.

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Independence and Diversity of directors

 

Independence

The Chairman and President of the Company are not held by the same individual, nor are they spouse or first-degree relatives. There is also no spouse or second-degree relative relationship among the directors. For proposals in meetings that involve directors or their representatives with an interest, the related director shall implement interest avoidance in accordance with the “Rules of Procedures of Board of Directors Meeting” and must not exercise voting rights on behalf of other　directors. In addition, the Annual Report transparently discloses the directors’ concurrent roles at other companies, situation of interest recusal, and the relationships among major shareholders, and the financial report includes the disclosure of related party information in accordance with the Regulations Governing the Preparation of Financial Reports.

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Diversity

To facilitate sound development in the structure and competence of the Board of Directors, it is specified in the “Corporate Governance Best Practice Principles” that the composition of the Board’s members must consider diversity, including but not limited to basic conditions and background such as gender, age, nationality, race, and culture, as well as professional skills and industrial experience in the fields of economy, society, and environment. Moreover, a proper diversity guideline shall be established based on the Company’s business operations, operating dynamics, and development needs.

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Committees

 

To reinforce an effective and robust corporate governance framework, Wiwynn has established an Audit Committee, a Compensation Committee, a Corporate Sustainability Committee, and a Nominating Committee.

Committees

 

To reinforce an effective and robust corporate governance framework, Wiwynn has established an Audit Committee, a Compensation Committee, a Corporate Sustainability Committee, and a Nominating Committee.

Title and Name Audit Committee Compensation Committee Corporate Sustainability Committee Nominating Committee
Emily Hong
Chair & CSO		     V V（Convener）
William Lin
Director & President & CEO		     V（Convener）  
Frank Lin
Director, Representative of Wistron Corporation		       V
Sylvia Chiou
Director, Representative of Wistron Corporation		     V  
Charles Kau
Independent Director		 V V（Convener） V  
Simon Dzeng
Independent Director		 V（Convener） V V  
Jaclyn Tsai
Independent Director		 V V   V
Jian-Jang Huang
Independent Director		 V   V V
Steven Chang
Independent Director		 V V   V