Committee
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Name | Audit Committee | Remuneration Committee | Nominating Committee | Sustainable Development Committee | Professional qualifications |
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Haydn Hsieh (Chairman & CSO) |
Chairperson | Chairperson | Extensive industry experience and strong leadership; well-connected in the industry. | ||
Jeffrey Gau (President & CEO, Director) |
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Extensive industry experience and strong leadership; well-connected in the industry. | |||
Frank F.C. Lin (Director) |
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Extensive industry experience and strong leadership; well-connected in the industry. | |||
Rosie Yu (Independent Director) |
Chairperson |
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Specializes in financial accounting and investment | |
T. Y. Lay (Independent Director) |
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Chairperson |
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Extensive industry experience and strong leadership; well-connected in the industry. |
Karen Hsin (Independent Director) |
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Specializes in financial accounting and law | |
Lillian Chao (Independent Director) |
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Extensive industry experience and strong leadership; well-connected in the industry. |
WNC has established an audit committee that meets prior to the Board of Directors meeting every quarter to monitor the execution of WNC’s internal controls and important financial and sales behavior and to communicate and interact with CPAs in order to effectively supervise company operations and risk management. The audit committee’s specialized division of duties and independent positions assists the Board of Directors in the execution of its supervisory capacity, raising WNC’s financial standing and credibility. The audit committee is composed of all of the independent directors with at least one member having a specialization in accounting or finance. Terms of office are three years and are renewable. Currently, the committee has four members. Audit committee meetings are held at least once every quarter. In 2024, the committee met five times.
Responsibilities and authorities of the Audit Committee
- Adoption of or amendments to internal control systems pursuant to Article 14-1 of the Securities and Exchange Act
- Assessment of the effectiveness of the internal control systems
- Adoption of or amendments to material financial or operational procedures concerning the acquisition or disposal of assets, engaging in derivatives trading, lending funds to others, and endorsements or guarantees for others pursuant to Article 36-1 of the Securities and Exchange Act
- Matters that involve personal interests of directors
- Material transactions of assets or derivatives
- Material loans, endorsements, or guarantees
- Public offerings, issuance or private placement of any type of equity securities
- Appointment or dismissal of certified public accountants of WNC and assessing such accountants’ remuneration
- Appointment or dismissal of the officer-in-charge of finance, accounting, or internal auditing departments
- Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, executive officers, and the accounting manager.
- Any other material matters related to WNC or required by the competent authority
Resolutions pursuant to any of the preceding subparagraphs shall be subject to the consent by one-half or more of all Committee members, and then such resolutions shall be submitted to the Board of Directors for a resolution. If less than one-half or more of all the Committee members do not consent to a resolution pursuant to any of the preceding subparagraphs (except subparagraph 10), it may be adopted upon the consent of two- thirds or more of the entire Board of Directors. The resolution of the Committee shall be recorded in the meeting minutes of the Board of Directors.
Audit Committee Meeting Attendance Record in 2024
There are four members on the Audit Committee.
The term of the current Audit Committee runs from June 7, 2023 to June 6, 2026. A total of five Audit Committee meetings were held in 2024. The meeting attendance record of the Audit Committee members is as follows:
Name | Title | Attendance in person | By proxy | Attendance rate in person (%) |
---|---|---|---|---|
Rosie Yu | Independent Director Chairperson of the Audit Committee |
5 | 0 | 100% |
Karen Hsin | Independent Director Member of the Audit Committee |
5 | 0 | 100% |
T. Y. Lay | Independent Director Member of the Audit Committee |
5 | 0 | 100% |
Lillian Chao | Independent Director Member of the Audit Committee |
4 | 1 | 80% |
Major resolutions of the main issues communicated in 2024
Audit Committee Meeting | Content of Motions |
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The 4th meeting of the 5th session (March 6, 2024) |
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The 5th meeting of the 5th session (May 8, 2024) |
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The 6th meeting of the 5th session (August 7, 2024) |
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The 7th meeting of the 5th session (November 6, 2024) |
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The 8th meeting of the 5th session (December 18, 2024) |
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Description of communications between independent directors and both internal and independent auditors
Communications between the independent directors and the internal auditors:
- The independent directors received monthly audit reports. The internal auditors presented the findings of their audit reports and communicated the status of follow-up implementation to members of the Audit Committee at their quarterly meetings.
- Independent directors and internal auditors have communicated well. The main issues communicated in 2024 are presented as follows:
Date of the Meeting | Summary of the Main Issues |
---|---|
The 4th meeting of the 5th session (March 6, 2024) |
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The 5th meeting of the 5th session (May 8, 2024) |
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The 6th meeting of the 5th session (August 7, 2024) |
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The 7th meeting of the 5th session (November 6, 2024) |
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Results: Communication matters between the independent directors and the internal auditors were reviewed or approved by the Audit Committee, with no objections from the independent directors.
Communications between the Independent Directors and the CPAs
- The independent auditors presented the findings of their quarterly review and audit results on corporate finances, internal control, and other matters specified by related regulations at the quarterly meetings of the Audit Committee. Under applicable laws and regulations, the independent auditors communicated with the independent directors immediately following any adjustments made as suggested at the meetings.
- Independent directors and internal auditors have communicated well. The main issues communicated in 2024 are presented as follows:
Date of the Meeting | Summary of the Main Issues |
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The 4th meeting of the 5th session (March 6, 2024) |
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The 5th meeting of the 5th session (May 8, 2024) |
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The 6th meeting of the 5th session (August 7, 2024) |
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The 7th meeting of the 5th session (November 6, 2024) |
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Results: The 2023 and 2024 quarterly financial statements have been reviewed and approved by the Audit Committee and reported to the Board of Directors, with no objections from the independent directors.
WNC’s Remuneration Committee is responsible for establishing and periodically reviewing the policies, systems, standards, and structure relating to the performance evaluation and compensation for WNC’s directors and executive officers as well as terms for evaluating and deciding compensation. The Remuneration Committee meets at least twice a year. Meetings may be convened as deemed necessary. The Committee shall invite the Board Chairman or CEO to attend Committee meetings. Attendees of Remuneration Committee meetings shall recuse themselves from meetings if issues to be discussed involve any personal interests. The Committee may also request directors, internal auditors, accountants, legal consultants, and other personnel to attend meetings and to provide them with relevant information.
WNC established the Remuneration Committee in October, 2011. The Committee exercises the due care of prudent administrators to perform the following duties, and the Committee submits its proposals to the Board of Directors for discussion:
- Establish and periodically review the compensation policies, systems, standards, and frameworks relating to the performance evaluation and compensation for WNC’s directors and executive officers as well as terms for evaluating and deciding compensation.
- Evaluate and decide compensation terms of directors and executive officers.
Remuneration Committee Meeting Attendance Record for 2024
There are four members of the Remuneration Committee.
The term of the current Remuneration Committee runs from June 7, 2023, to June 6, 2026. A total of three Remuneration Committee meetings were held in 2024 and the attendance record of the members is as follows:
Name | Title | Attendance in person | By proxy | Attendance rate in person (%) |
---|---|---|---|---|
T. Y. Lay |
Independent Director Chairperson of the Remuneration Committee |
3 | 0 | 100% |
Karen Hsin |
Independent Director Member of the Remuneration Committee |
3 | 0 | 100% |
Lillian Chao |
Independent Director Member of the Remuneration Committee |
3 | 0 | 100% |
Rosie Yu |
Independent Director Member of the Remuneration Committee |
3 | 0 | 100% |
Main issues communicated in 2024
Date of the Meeting | Content of Motions |
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The 4th meeting of the 5th session (March 6, 2024) |
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The 5th meeting of the 5th session (August 7, 2024) |
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The 6th meeting of the 5th session (December 18, 2024) |
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WNC established the Nominating Committee in November, 2023. The Committee exercises the due care of prudent administrators to perform the following duties, and submits proposals to the Board of Directors for discussion:
- Formulate and review the composition of directors and executive officers, the qualifications of candidates for directors and executive officers, and the succession plans for directors and executive officers.
- Select and assess candidates for board members and executive officers, evaluate the independence of independent directors, and submit a list of candidates to the board.
- Formulate and review regulations relating to the establishment, duties and operation of committees under the Board of Directors and review the qualifications and potential conflicts of interest of members in said committees.
- Formulate and implement continuous learning plans for directors.
- Other matters that need to be handled by the Committee as stated in Board of Director resolutions.
Attendance of Committee Members at Nominating Committee Meetings
There are five persons on the Nominating Committee.
The term of the current Nominating Committee runs from November 1, 2023 to June 6, 2026. A total of two Nominating Committee meetings were held in 2024 and the attendance record of the members is as follows:
Name | Title | Attendance in person | By proxy | Attendance rate in person (%) |
---|---|---|---|---|
Haydn Hsieh |
Chairman & CSO Chairperson of the Nominating Committee |
2 | 0 | 100% |
Frank F.C. Lin | Director Member of the Nominating Committee |
2 | 0 | 100% |
Karen Hsin | Independent Director Member of the Nominating Committee |
2 | 0 | 100% |
T. Y. Lay | Independent Director Member of the Nominating Committee |
2 | 0 | 100% |
Lillian Chao | Independent Director Member of the Nominating Committee |
2 | 0 | 100% |
Major resolutions of the main issues communicated in 2024
Date of the Meeting | Summary |
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The 2nd meeting of the first session (August 7, 2024) |
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The 3rd meeting of the first session (November 6, 2024) |
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To facilitate sustainable development and achieve related goals, WNC established a Sustainable Development Committee in November, 2024.
To assist the Board of Directors in implementing sustainable development measures and enhancing corporate governance to achieve sustainable operations, the responsibilities of the Committee are as follows:
- Develop goals based on corporate sustainability directions and strategies, formulate related management policies, and outline specific implementation plans.
- Monitor, review, and revise the execution and effectiveness of corporate sustainability developments.
- Handle other matters that the Board of Directors has deemed the responsibility of the Committee.
Operational Information of Sustainable Development Committee
According to the resolution of Board of Directors, WNC established the Sustainable Development Committee on November 6, 2024. The Committee consists of seven members, with the Chairman, Haydn Hsieh, being the Convener. The term of the current Sustainable Development Committee runs from November 6, 2024 to June 6, 2026.