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Corporate Governance

Corporate Governance

Board of Directors

WPG’s 6th term Board of Directors consists of 11 members (including 4 independent directors).Three-year term of office begin on June 24, 2020 and end on June 23, 2023.

The overall professional backgrounds of the Board include electronic components, investment management, strategic management, financial accounting, law, and global market mindset. Among the Board, 2 members are concurrent employees (including appointed manager) (18% of the Board), and 4 members are independent directors (36% of the Board). There is currently one female director. In terms of age, 2 members are over 70 years old, while the remaining 9 members are in the age group of 50-70 years old. There are 3 independent directors with tenure of less than 3 years, and 1 independent director with tenure of more than 9 years.

Note 1: In accordance with Taiwan's   “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, no independent director of the company may concurrently serve as an independent director of more than three other public companies.

Note 2: Ms. Kathy (Kai Charn) Yang, former Executive Vice President of CDIB Capital Group, was by-elected at 2021 Annual Shareholders' Meeting on Aug 3, 2021. 

 

Competent Functional Committee

  • Audit Committee

The Audit Committee was established in July 2008, and the Committee this term (6th term) is composed of four independent directors, who took office on June 24, 2020, with independent director Charles Chen as the convener of the Committee. (Note: Ms. Kathy (Kai Charn) Yang was by-elected as independent director at 2021 Annual Shareholders' Meeting on Aug 3, 2021 and joined the Audit Committee upon elected.) The 6th term work target was established on November 10, 2020, and reported to the Board of Directors on December 29, 2020. Matters under Audit Committee’s review include corporate financial statements, corporate policy and procedures for auditing and accounting, corporate internal control mechanism, major acquisition or disposal of assets, appointment/dismissal/compensation of certifying accountant, and other material corporate affairs or items required by competent authorities.

WPG Holdings has formulated the “Procedures for Handling Stakeholders’ Opinions and Complaints by the Audit Committee” in July 2010, and has set up the Audit Committee mailbox: wpghac@wpgholdings.com. Independent directors take turns to deal with complaints or suggestions of all internal and external stakeholders, while the whistleblower protection mechanism is set up under clear handling procedures. The Procedures for Handling Stakeholders’ Opinions and Complaints by the Audit Committee has been disclosed on the company's official website. The Audit Committee is convened no less than once a quarter, and has convened 13 meetings in 2020, with an attendance rate of 98.46% (excluding attendance by proxy).

  • Remuneration Committee

The remuneration committee was established in July 2008. The Committee this term (6th term) is composed of three independent directors, with independent director Jack J. T. Huang as the committee's convener. The 6th term work target was established on October 27, 2020, and reported to the Board of Directors on December 29, 2020. The purpose of the Remuneration Committee is to assist the Board of Directors in the deliberation and formulation of director and managerial personnel remuneration, assessment of companywide remuneration policies, and the transaction of remuneration evaluation affairs.  The Remuneration Committee is convened no less than two times a year and has convened 5 meetings in 2020, with an attendance rate of 100% (excluding attendance by proxy).

  • New Business Strategy Committee

The new business strategy committee was established in Oct. 2013. The Committee this term (6th term) is composed of four directors and one independent director, with Director Simon Huang as the convener of the Committee. The 6th term work target was established and reported to the Board of Directors on December 27, 2020. The purpose of the Committee is to assist the company with the development of new businesses in order for elevated strategy-making and beneficial outcomes. The New Business Strategy Committee is convened no less than four times a year and has convened 5 meetings in 2020, with an attendance rate of 96.67% (excluding attendance by proxy).

 

The Compensation Structure of CEO and Senior Management

The compensation structure of managers is highly correlated with performance. The remuneration policies and performance evaluation policies and standards are reviewed by the Remuneration Committee, and submitted to the Board of Directors for resolution. The remuneration and performance of managers are measured based on aspects including the implementation of corporate core values, senior management functions and behaviors, leadership and management capabilities, related business performance, and other special achievements.

 

 

Risk Management

Risk Management Organizational Structure

WPG’s highest decision-making unit for risk management is the Risk Management Steering Team, which is composed of the CEOs of the four major sub-groups and the CEO of WPG Holdings. Among them, the CEO of WPG Holdings is the convener of the decision-making team. WPG Risk Management Service Department is an independently operating entity and reports to the Board of Directors at least once per year regularly. 

Risk Management Process

WPG risk management process includes risk identification, risk evaluations, risk monitoring, and risk response and tracking.

  • Risk Identification 

WPG Risk Management Service Department classified the risk items into five major categories based on the materiality principle, with the details described as follows.

  • Risk Evaluation

WPG Risk Management Service Department and each functional unit established a risk matrix based on the probability of occurrence and level of impact of various risk factors, identifying key risk items by quantitative measurement.

  • Risk Monitoring

Each functional unit shall monitor related risks and formulate corresponding control measures.

  • Risk Response and Tracking

WPG Risk Management Service conducts monthly follow-up management of key risk response strategies and reports to Risk Management Steering Team.

 

Identification of Key Risks and Risk Control Measures in 2020

 

 

Climate Governance

Climate Risks and Strategies 

 

Key Climate Risks and Opportunities

 

Integrity and Ethics

Since integrity governance is an essential element for corporate sustainability, “Integrity” is one of WPG’s core values for corporate governance and employee conduct. In January 2013, WPG formulated the Ethical Corporate Management Best Practice Principles and Code of Ethical Conduct as the important basis for the company to implement integrity management, which clearly stipulates the provisions on avoiding the conflict of interests, grievance mechanism and punishment. The company also established Ethics Committee in order to manage and plan integrity governance strategy. In order to promote ethical behavior provisions, WPG formulated the "Employee Code of Conduct" and "Employee Consent" to implement its ethical concept of "Self-Discipline for the Good of Others" for all employees.

 

Ethics Committee

WPG established “Ethics Committee” in 2017 to implement the ethical management best practice principles, with WPG’s CEO and the CEO of each group as members of the committee. Ethics Committee held 4 quarterly meetings in 2020, with an attendance rate of 100%, which discuss matters relative to ethical management, and promote workplace ethics to all employees.

 

Cross-group T.I.P.E Management Mechanism

Considering that "Integrity" is among WPG core value T.I.P.E., the T.I.P.E Meeting has been held on a monthly basis since 2016 for cross-group exchanges on the process of procurement, sales, inventory and accounts receivable, attended by risk management units and functional units of each group, including business management, credit management, legal affairs, logistics, IT, and accounting. Each group’s risk management unit regularly reports at the meeting the countermeasures for abnormal occurence in management after auditing transaction documents such as front-end orders. Recommendations are proposed to optimize the operating processes that do not meet actual needs. Operating methods found to be inconsistent with relevant laws and regulations will be reported to senior executives (including the CEO) or the Audit Committee in accordance with its charter. Furthermore, the company conducts further investigations with the aim to discover fraudulent behaviors as soon as possible and will request legal support to assist in the investigation if there are any violations. We uphold the attitude of “avoid indulging in fraud”, and will cooperate with local criminal investigation units when necessary to protect the Company’s rights and interests.

 

Ethics Training

Ethics traninig was provided to all Taiwan employees in 2021 covering below topics:

 

Information Security

Information Security Management System

WPG Holdings established the ISO27001 information security management system in September 2020 and has obtained ISO27001 certification in July 2021.

To manage information security incidents, WPG control measures are as follows:

  • Perform internal audit every six months
  • Regularly arrange DR drills and backup testing and recovery plans every year.
  • Formulate information security incident report procedures

Information Security Incidents

There have been no information security-related incidents and financial shocks in the past three years, and there were no incidents involving leakage of customer data.

 

Information Security Advocacy and Training