Corporate Governance

▶️Board of Directors Operation          ▶️Risk Management

▶️Integrity and Ethics          ▶️Information Security Management

The highest governance body of WPG Holdings is the Board of Directors, which is led by the chairman who supervises the implementation of diverse corporate governance affairs. In addition to the establishment of independent directors, various committees are also instituted to be responsible for the Company's main operational topics; the Board of Directors is in charge of supervising the Company's overall operations and affairs, and makes decisions on main investments, mergers, and acquisitions, etc. The Board of Directors at the same time oversees the management team and keeps an eye on the situation including domestic and foreign legal changes. The responsibilities of the chairman and the CEO are distinctly divided. The CEO is a professional manager who implements the decisions of the Board of Directors, in command of business results within the scope of authorization. 

The Company’s Board of Directors re-elected the whole directors on May 31, 2023. Directors of 7th Board of Directors should succeed to those of 6th Board of Directors. There were a total of 11 directors of 6th Board of Directors (including 4 independent directors) and 9 directors of 7th Board of Directors (including 4 independent directors). The Board of Directors has convened a total of 13 meetings in 2023. The directors’ attendance rate attained 96.85% (exclusive of the attendance by proxy). According to Article 38 of the Company's Corporate Governance Best Practice Principles: "The in-person attendance rate of all directors of the company shall be at least 80%"” and the interests of directors are avoided in accordance with legal requirements. For more information on the Board of Directors, please refer to the Company's Annual Report.

Diverse Backgrounds of the Directors
The selection and nomination of the Company’s Board of Directors is based on the provisions of the Company’s Articles of Incorporation, the Rules Governing the Election of Directors and the Corporate Governance Best- Practice Principles, and a candidate nomination system is used to elect directors in a fair, impartial and open process. The Company has established the “Method for Election of Directors” and the “Code of Corporate Governance,” which provides for a diversified approach to the composition of the Board of Directors. Based on the Company’s operations and development needs, and taking into consideration the views of stakeholders, the Company plans the appropriate composition of the Board of Directors and their successors by determining the professional background, expertise, industry experience, gender, age, and nationality of the directors.

In accordance with Article 20, Section 4 of the Company’s“Code of Corporate Governance,” the Company’s policy on diversity of board composition includes, but is not limited to, the following two major criteria:

Board members should generally possess the knowledge, skills and qualities necessary to carry out their duties. In order to achieve the desired goals of corporate governance, the Board of Directors as a whole should possess the following competencies: operational business judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, leadership, and decision-making ability. The 7th Term Board of Directors of WPG Holdings was elected by the shareholders’ meeting on May 31, 2023 for a three-year term from May 31, 2023 to May 30, 2026. The 7th Board of Directors consists of 9 members (including 4 independent directors) with expertise in investment management, strategic management, finance and accounting, legal and international market perspectives in addition to the electronic components industry. 2 directors (22%) are also the Company’s employees (including appointed managers). There are 4 independent directors (44%), 8 male directors (89%) and 1 female director (meeting the goal, 11%). 3 directors attain the age more than 70 years old (33%), and the other 6 directors less than 70 years old (67%). There are 3 independent directors with less than 9 years of service and 1 with more than 9 years of service, and the average length of service of all directors is 8 years.

The four independent directors are Jack J.T. Huang, the founder and chairman of Taiwan Renaissance Platform Co., Ltd., Charles Chen, the former vice president of PwC Taiwan, Kathy Yang, the former President of CDIB Capital Management Corporation, and Joseph Yu, Distinguished Professor of Chang Gung University. Among them, Mr. Jack J.T. Huang has served as the Company’s independent director for three consecutive terms of office or more. Notwithstanding, upon evaluation on his participation in the operation of the Board of Directors and independence status, it is found that he meets the independence requirement and never establishes certain relationship with the management (or any others) that might compromise his ability to make impartial judgment or perform job duty impartially in the best interest of the Company. Considering that he has expertise in law and M&A, and is experience in relevant laws and business management, he may provide forward-looking and fair important opinions on the Company’s operational development, continue to provide suggestions and supervision to the functional committees under the Company’s Board of Directors, and continue to improve the transfer of experience in a more comprehensive corporate governance mechanism.

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: For the information on directors holding concurrent positions in other companies, please refer to the Shareholders Meeting Annual Report -Information on Directors.

Succession Planning for Board Members

For the Company’s subsidiaries with a single corporate shareholder (e.g., World Peace Industrial Group, the Silicon Application Corp Group, the AIT Group, and the Yosun Group), the Company has established a policy for supervising the board of directors of subsidiaries and the principles for assignment principles since 2013. Through assigning senior executives of subsidiaries to serve as directors of subsidiaries and participating in the operation of the board of directors of subsidiaries, the executives are able to familiarize themselves with corporate governance and the duties of directors, and further develop the management and professional abilities required to serve as a director. The Company also invites the directors and supervisors of subsidiaries and key management to participate in the director training programs. In the past, we have established cases in which the CEOs of WPG subsidiaries became CEO of WPG Holdings and served as directors. By strengthening the governance of our subsidiaries’ boards of directors, we have been able to build up a pool of talented directors for the Company.

The Company also conducts extensive recruitment of specific legal, financial, accounting, investment, and international development professionals based on the Company’s operational development needs to serve as a source of talent pool for future director selections.

Performance Indicators and Remuneration Structure of Senior Managerial Officers

Senior managerial officers’ remuneration structure is highly correlated with performance, and the policies and standards for remuneration policies and performance evaluation are based on internal fairness and external prevailing compensation rates, and are reviewed by the Remuneration Committee and then submitted to the Board of Directors for approval and implementation. Meanwhile, the information about distribution of remuneration to employees and directors shall be included into the report matters at shareholders’ meetings each year. The remuneration and performance of the managerial officers are measured by the implementation of the shared values of the Company,the demonstration of senior management performance indicators, leadership and management capabilities, ESG sustainable development strategies, relevant operational performance indicators and other special contributions, etc. The bonus for managerial officers is calculated based on the results of the current year’s performance evaluation,and individual amounts of managerial compensation are submitted to the Remuneration Committee for review and approval, and then summarized and submitted to the Board of Directors for approval.