Board of Directors
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In accordance with its Articles of Incorporation, WNC elects seven to nine directors for three-year renewable terms. A total of nine members of the tenth board of directors were elected at the 2020 Shareholders’ Meeting. All members have the requisite business, legal, finance or accounting qualifications and significant working experience. Four board members are independent directors. To improve monitoring and strengthen management functions, an audit committee and a remuneration committee have been established under the Board of Directors.
Date elected / Date first elected
2023.06.07 / 2001.09.14
Selected education and experience
- Bachelor of Electrical Engineering, Tatung Institute of Technology, Taiwan
- SVP & GM, Computer & Consumer BU, Acer Inc.
Selected current positions
- Chairman & CSO of WNC
- Corporate-shareholder representative on the Wistron Corp. board of directors
- Director of Apacer Technology Inc.
- Independent Director of Raydium Semiconductor Corp.
- Director of aEnrich Technology Corp.
Date elected / Date first elected
2023.06.07 / 2005.10.14
Selected education and experience
- PhD of Electrical Engineering and Postdoctoral researcher at the ElectroScience Laboratory of the Ohio State University
- WNC's COO, VP of SatCom BU, AVP of SatCom Product Center, and Director of Antenna R&D
- Senior engineer, RF-Link Systems Inc.
Selected current positions
- Director and President & CEO of WNC
- Corporate-shareholder representative on the Tai-Saw Technology Co., Ltd. board of directors
Date elected / Date first elected
2023.06.07 / 2000.04.18
Selected education and experience
- Bachelor of Accounting, Feng Chia University, Taiwan
- CFO, Acer Infosystems
Selected current positions
- Corporate Representative of Wistron Corp.
- Chief of Staff of Wistron Corp.
- Director of Wiwynn Corp.
- Director of Wistron ITS Corp.
- Chairman of WiseCap Ltd.
- Chairman of LE BEN Investment Ltd.
- Chairman of WiSuccess Asset Management Corp.
- Director of Wistron Medical Tech Holding Company
- Director of Wistron Medical Technology Corp.
- Director of Wistron Digital Technology Holding Company
- Director of Changing Information Technology Inc.
- Director of Mayaminer Company Ltd.
- Director of Join-Link International Technology Co., Ltd.
- Director of Pell Bio-Med Technology Co., Ltd.
- Director of IP Fund Six
- Director of Wistron Green Energy Holding Company
- Supervisor of aEnrich Technology Corp.
- Chairman of WiseCap (Hong Kong) Ltd.
- Director of B-Temia Asia Pte Ltd.
- Director of Hartec Asia Pte. Ltd.
- Director of Hukui Biotechnology Corp.
Date elected / Date first elected
2023.06.07 / 2017.12.20
Selected education and experience
- Master of Electronics Engineering, National Chiao Tung University, Taiwan
- VP, Acer Computers
- AVP, Formosa21 Inc.
Selected current positions
- Corporate Representative of Wistron Corp.
- President of Advanced Technology Lab, of Wistron Corp.
- Chairman of Wistron Medical Tech Holding Company
- Chairman of Wistron Medical Technology Corp.
- Chairman of Abilliant Corp.
- Chairman of AiSails Power Inc.
- Director of WiseCap Ltd.
- Director of LE BEN Investment Ltd.
- Director of Mayaminer Company Ltd.
- Director of Free Bionics Taiwan Inc.
- Director of Apollo Medical Optics, Ltd.
- Director of Wistron Green Energy Holding Company
- Director of aniWEAR Company Ltd.
- Director of Wistron Mobile Solutions Corp.
- Director of Tube Inc.
- Director of B-Temia Asia Pte Ltd.
- Director of Apollo Medical Optics Inc.
- Director of Free Bionics, Inc.
- Director of B-Temia Inc.
- Director of Wistron Medical Technology Malaysia Sdn. Bhd.
Date elected / Date first elected
2023.06.07 / 2005.06.23
Selected education and experience
- MBA, National Chengchi University, Taiwan
- SVP & CFO, Acer Inc.
Selected current positions
- Director of WNC
- Director of Wistron Corp.
- Director of Wistron ITS Corp.
- Independent Director of AU Optronics Corp.
- Independent Director of Apacer Technology Inc.
- Chairman of Zhi-xing Co., Ltd.
- Director of Zigong Art Sharing Co., Ltd.
- Director of Ku-de Technology Co., Ltd.
- Supervisor of Allxon Inc.
Date elected / Date first elected
2023.06.07 / 2017.06.16
Selected education and experience
- Master of Accounting, Northern Illinois State University, USA
- Bachelor of Law, National Taiwan University
- Accountant of Deloitte Taiwan
- Accountant of XXJ Accounting Firm
Selected current positions
- Independent Director of WNC
- Consultant of YQY Accounting Firm
Date elected / Date first elected
2023.06.07 / 2020.06.19
Selected education and experience
- EMBA, National Chengchi University, Taiwan
- Bachelor of Electronics Engineering, National Chiao Tung University, Taiwan
- President, Acer's International Operations Business Group (IOBG)
- President, Acer's China Operations Business Group
Selected current positions
- Independent Director of WNC
Date elected / Date first elected
2023.06.07 / 2023.06.07
Selected education and experience
- Bachelor of Computer Engineering, National Chiao Tung University
- Export Manager, Acer Inc.
Selected current positions
- Chairman of Apex Material Technology Corp.
- Chairman of Salt International Corp.
- Chairman of Lucent Advanced Material Corp.
- Chairman of Radar International Development Corp.
- Director of Tech-Wave Industrial Co., Ltd.
- Director of Continental Applied Technology Ltd.
- Chairman of AMTouch USA, Inc.
Date elected / Date first elected
2023.06.07 / 2023.06.07
Selected education and experience
- Bachelor of Business Administration, National Taiwan University
- Executive Vice President and Chief Financial Officer, Taiwan Mobile Co., Ltd.
- Chairman, Global Investment Advisory (HK) Ltd.
- Acting President, Global Investment Holdings Co., Ltd.
- General Manager, Credit Lyonnais Securities (Asia) Ltd., Taipei Branch
- General Manager, Citigroup International Securities Ltd., Taipei Branch
- Executive Vice President – Int’l Brokerage/Research/
- Corporate Finance, China Securities Co., Ltd.
Selected current positions
- Consultant of Taiwan Mobile Co., Ltd.
Board Responsibilities
The Board of Directors’ responsibilities include overseeing the legitimacy of WNC’s operations and ensuring financial transparency, approving the appointment, dismissal and remuneration of upper management, providing guidance to the management team on operational strategies, assessing the performance of the company as it pertains to issues such as the economy, the environment, and social issues, and approving sustainability-related issues reported by the RBA Management Committee or related functional units. The management team also reports on the status of company operations or other significant issues to the Board in order to provide information for reference in decision making.
Board Performance Evaluation
The Board of Directors passed Regulations Governing the Board Performance Evaluation on March 14, 2018 to establish performance evaluations which are conducted at fixed annual intervals for the overall board of directors, functional committees and individual directors, with an evaluation period lasting from Jan. 1 to Dec. 31 of the same year. Evaluation results are reported to the Board of Directors in a Board of Directors meeting convened in the first quarter of the succeeding year and are disclosed in WNC’s annual reports.
The management goals stated in WNC’s diversification policy for its Board of Directors and the implementation status of these goals
The number of directors who concurrently serve as managers in WNC does not exceed one-third of the total number of directors.
At least one-third of board members are female
Independent board members do not serve for more than three terms.
There are board members with inter-disciplinary expertise.
The number of independent board members exceeds the number stipulated by law.
Diversification of the Board of Directors
Name | Title | Age | Gender | Continuous Term of Independent Directors | Area of proficiency |
---|---|---|---|---|---|
Haydn Hsieh | Chairman | 61-70 | |||
Jeffrey Gau | Director | 51-60 | |||
Frank F.C. Lin | Director | 61-70 | |||
Donald Hwang | Director | 61-70 | |||
Philip Peng | Director | 71-80 | |||
Karen Hsin | Independent Director | 61-70 | 3-9 years | ||
T. Y. Lay | Independent Director | 71-80 | 3-9 years | ||
Lillian Chao | Independent Director | 61-70 | 3 year or less | ||
Rosie Yu | Independent Director | 61-70 | 3 year or less |
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* Chinese version only
According to the Rules for Board of Directors and Function Committee Performance Assessments, the Company's board performance evaluation is conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years.
2023 Board Performance Evaluation
The Company commissioned an external professional institution, the Taiwan Corporate Governance Association, to implement the 2023 board performance evaluation in September, 2023.
- The evaluation period was from October 1, 2022 to September 30, 2023.
- Assessment Method: The above-mentioned Association reviews the relevant documents provided by WNC. On November 22, 2023, the evaluation team visited our company for on-site interviews, attended by the Chairman of the Board of Directors, the General Manager, the Chairman of the Audit Committee (independent director), the Chairman of the Compensation Committee (independent director), the Corporate Governance Officer, and the General Auditor.
- Assessment Content and Items: The evaluation examined the operations of our company's board of directors in eight main areas, including the composition of the board of directors, the guidance provided by the board of directors, the authority granted by the board of directors, the supervision provided by the board of directors, communication within the board of directors, internal controls and risk management, the self-discipline of the board of directors, and other areas such as board meetings and support systems.
Evaluation Results
On December 6, 2023, the Corporate Governance Association issued a board performance evaluation report. The following is an excerpt from the report, which will be presented to the Board of Directors at the next board meeting:
Overall evaluation of the evaluation report
- The Board of Directors of the Company possesses professionalism and diversification. The selection of board members not only complies with relevant corporate governance standards but also takes into account operational development needs. Independent directors bring expertise and practical experience in technology, finance, investment, legal matters, and other fields. The overall diversification of the board contributes to the sustainable development of the Company.
- From an international perspective, the Company has established a Nomination Committee ahead of legal regulatory schedules. The Chairman serves as the convener, with one director and three independent directors invited to be committee members. The committee's purpose is to assist the board of directors in planning the succession of directors and senior executives. This demonstrates the board's significant emphasis on talent development, laying a solid foundation for the Company's sustainability.
- The Chairman of the Company values the expertise of the directors, seeks advice, and consults the opinions of board members, fully exercising leadership functions. Independent directors fulfill their responsibilities. Communication among board members is good, fostering a positive and open board meeting culture.
- The Company has established a corporate governance officer responsible for board and functional committee meetings, director training, information reporting to directors. Additionally, the officer seeks feedback from directors on items with lower scores in self-assessment questionnaires and provides assistance and support to directors for fulfilling their responsibilities. This highlights the comprehensive support system of the board, and the governance officer is fully accountable for their role.
Recommendations and expected measures to be taken by our company based on the evaluation report
Recommendations | Expected measures to be taken | |
---|---|---|
1 | The Company's board of directors has implemented several excellent practices, such as new director orientation and real-time reporting to directors in case of significant unexpected events. However, to enhance the effectiveness of the board's operations and implement corporate governance in accordance with company law, it is recommended that the Company establish written norms or systems for better adherence. | The Company will establish standard operating procedures for current practices such as new director orientation and real-time reporting to directors in the case of significant unexpected events to facilitate compliance and implement corporate governance in accordance with company law. |
2 | The Company has established a whistleblower email mailbox on the WNC website, with relevant emails simultaneously sent to the Chief Legal Officer, General Manager, and Chairman. However, it is recommended to establish a direct communication channel between whistleblowers and independent directors for effective supervision. The Company is advised to consider setting up a reporting mailbox synchronized for receipt by independent directors (or the Audit Committee) to further strengthen the whistleblower mechanism. | Complaints of unlawful behavior received through the whistleblower email mailbox of our company will be simultaneously forwarded to the Audit Committee. This facilitates effective supervision by independent directors, enhancing and ensuring the efficient operation of the whistleblower mechanism. |
3 | The Company has initiated a digital transformation project to enhance audit efficiency. The audit manager closely interacts with the Audit Committee. However, the current performance assessment of the audit manager is directly determined by the Chairman. It is recommended that the internal audit manager's performance evaluation consider the opinions of the Audit Committee in advance, strengthening the Audit Committee's supervisory role over internal audits. | The performance evaluation of the audit manager in our company will take into account the opinions of the Audit Committee for final approval, thereby strengthening the Audit Committee's supervisory role over internal audits. |