Board of Directors

Board of Directors

Board of Directors

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.

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 board member is 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 61-70
Karen Hsin Independent Director 61-70 3-9 years
T. Y. Lay Independent Director 61-70 3-9 years
Lillian Chao Independent Director 61-70 3 year or less
Rosie Yu Independent Director 61-70 3 year or less

* Industry/technology Risk management Finance Law

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2023
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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.