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	Continuous Term of Independent Directors
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