Corporate Governance

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 fourth term of Board of Directors has nine directors including four independent directors, the term of service is from June 15, 2020 to June 14, 2023.
Title and Name | Education/Experience |
---|---|
Simon Lin Chairman (Wistron Corporation Representative) |
Bachelor degree from National Chiao Tung University President of Acer Inc. |
Frank Lin Director (Wistron Corporation Representative) |
Bachelor of Accounting, Feng Chia University Chief Financial Officer of Acer Inc. |
Emily Hong Director |
The Alumni Association of Executives Program, Graduate School of Business Administration, National Chengchi University Bachelor of Political Science, National Taiwan University General Manager of Enterprise Product Group and Cloud Business Group in Wistron Corp. Vice General Manager in Acer Inc. |
Sunlai Chang Director |
Ph. D., University of Maryland, College Park. Bachelor of Science in Mechanical Engineering, National Taiwan University Director of Mechanical Design, Enterprise Business Group in Wistron Corp. |
Steven Lu Director |
Master of Business Administration, The Fuqua School of Business Bachelor and Master of Science in Computer Science & Information Engineering, National Taiwan University Senior Director of Enterprise Business Group in Wistron Corp. Senior Manager of Server and Storage Group in Acer Inc. |
Simon Dzeng Independent Director |
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. Chairman of Mega Bills Finance 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. |
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
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 |
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2019 |
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2018 |
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2017 |
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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.
Major Internal Policies