Committee

Committee

Committee

Name Audit Committee Remuneration Committee Nominating Committee Sustainable Development Committee Professional qualifications
Haydn Hsieh
(Chairman & CSO)
Chairperson Chairperson Extensive industry experience and strong leadership; well-connected in the industry.
Jeffrey Gau
(President & CEO, Director)
Extensive industry experience and strong leadership; well-connected in the industry.
Frank F.C. Lin
(Director)
Extensive industry experience and strong leadership; well-connected in the industry.
Rosie Yu
(Independent Director)
Chairperson Specializes in financial accounting and investment
T. Y. Lay
(Independent Director)
Chairperson Extensive industry experience and strong leadership; well-connected in the industry.
Karen Hsin
(Independent Director)
Specializes in financial accounting and law
Lillian Chao
(Independent Director)
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
The 4th meeting of the 5th session
(March 6, 2024)
  • Ratified the 2023 Business Report and Financial Statement
  • Approved the proposal for distribution of 2023 profits
  • Approved the proposal for hiring of qualified CPAs from KPMG to serve as auditors for WNC’s 2024 Annual Report as well as to audit WNC’s audit fees in 2024.
  • Approved the 2023 Statement on Internal Control
  • Approved the proposal for the addition of endorsement and guarantee items in the Procedures Governing Endorsements and Guarantees
The 5th meeting of the 5th session
(May 8, 2024)
  • Ratified the Q1 2024 Consolidated Financial Statement
  • Approved the proposal for amendment of the Audit Committee Charter
  • Approved the proposal for the addition of endorsement and guarantee items in the Procedures Governing Endorsements and Guarantees
The 6th meeting of the 5th session
(August 7, 2024)
  • Ratified the Q2 2024 Consolidated Financial Statement
  • Approved the proposal for revision of the internal control mechanism for the stock affairs unit
The 7th meeting of the 5th session
(November 6, 2024)
  • Ratified the Q3 2024 Consolidated Financial Statement
  • Approved the proposal for revision of control measures and audit items relating to internal control mechanisms and the enforcement rules of internal audits
  • Approved the audit plan for 2025
  • Approved the proposal for the equity investment plan
The 8th meeting of the 5th session
(December 18, 2024)
  • Approved the proposal for investment in a new Vietnam subsidiary

Description of communications between independent directors and both internal and independent auditors

Communications between the independent directors and the internal auditors:
  1. 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.
  2. 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)
  • Reviewed the findings of the 2023 Q4 audit reports
  • Reviewed the results of the 2023 internal control self-assessment reports
  • Reviewed and approved the 2023 Statement on Internal Control
The 5th meeting of the 5th session
(May 8, 2024)
  • Reviewed the findings of the 2024 Q1 audit reports
  • Reviewed and approved the amendment of the Audit Committee Charte
The 6th meeting of the 5th session
(August 7, 2024)
  • Reviewed the findings of the 2024 Q2 audit reports
  • Reviewed and approved the revisions to the internal control mechanism for the stock affairs unit
The 7th meeting of the 5th session
(November 6, 2024)
  • Reviewed the findings of the 2024 Q3 audit reports
  • Reviewed and approved the revisions to control measures and audit items relating to internal control mechanisms and the enforcement rules of internal audits
  • Reviewed and approved the 2025 annual audit plan

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
  1. 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.
  2. 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)
  • The independent auditors presented the findings of the 2023 annual review on corporate finances, business performance, key audit items, and changes in accounting policy.
  • Explained KPMG audit quality indicators (AQI)
  • Reported on the latest regulatory changes and compliance matters
  • Answered questions raised by the Audit Committee
The 5th meeting of the 5th session
(May 8, 2024)
  • The independent auditors presented the findings of the 2024 Q1 review on corporate finances, business performance, and changes in accounting policy.
  • Reported on the latest regulatory changes and compliance matters
  • Answered questions raised by the Audit Committee
The 6th meeting of the 5th session
(August 7, 2024)
  • The independent auditors presented the findings of the 2024 Q2 review on corporate finances, business performance, and changes in accounting policy.
  • Reported on the latest regulatory changes and compliance matters
  • Answered questions raised by the Audit Committee
The 7th meeting of the 5th session
(November 6, 2024)
  • The independent auditors presented the findings of the 2024 Q3 review on corporate finances, business performance, and changes in accounting policy.
  • Detailed the 2024 financial statement audit plan
  • Answered questions raised by the Audit Committee

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:

  1. 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.
  2. 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
The 4th meeting of the 5th session
(March 6, 2024)
  • Approved the proposal to adjust salaries of executive officers in 2024.
  • Approved the proposal to adjust salaries of the Chairman & CSO and the President & CEO in 2024.
  • Approved the proposal regarding distribution of employees’ and directors’ profit-sharing bonuses in 2023.
The 5th meeting of the 5th session
(August 7, 2024)
  • Approved the proposal regarding distribution of directors' profit-sharing bonuses in 2023.
  • Approved the proposal regarding distribution of executive officers' profit-sharing bonuses in 2023.
The 6th meeting of the 5th session
(December 18, 2024)
  • Approved the proposal for distribution of executive officers' performance bonuses in 2024.
  • Approved the proposal regarding payment of corporate director representatives' profit-sharing bonuses in 2023.
  • Approved the proposal for amendment of the Regulations Governing the Payment of Directors and Functional Committee Members' Profit-sharing Bonuses.
  • Approved the establishment of the Measures Governing Executive Officers' Shareholdings

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:

  1. 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.
  2. 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.
  3. 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.
  4. Formulate and implement continuous learning plans for directors.
  5. 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
The 2nd meeting of the first session
(August 7, 2024)
  • Approved the proposal for the promotion of certain executive officers.
The 3rd meeting of the first session
(November 6, 2024)
  • Approved the proposal to establish a Sustainable Development Committee and a Sustainable Development Committee Charter.

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:

  1. Develop goals based on corporate sustainability directions and strategies, formulate related management policies, and outline specific implementation plans.
  2. Monitor, review, and revise the execution and effectiveness of corporate sustainability developments.
  3. 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.