Board of Directors

The Company has adopted Directors Candidates Nomination System. All directors are elected through a fair, open and just process that complies with the Articles of Incorporation, the Director Election Rules, and the Corporate Governance Best Practice Principles. According to Article 20 Item 4 of the Corporate Governance Best Practice Principles, the Company’s policy on diversity includes but not limited to the following two general standards:

1. Basic requirements and values: Gender, race, age, nationality, and culture.

2. Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marketing, technology, information security, risk management, corporate governance/legal compliance, environmental sustainability, corporate social responsibility, and human rights protection), professional skills, and industry experience.

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

1. Ability to make operational judgments.
2. Ability to perform accounting and financial analysis.
3. Ability to conduct management administration.
4. Ability to conduct crisis management.
5. Knowledge of the industry.
6. An international market perspective.
7. Ability to lead.
8. Ability to make policy decisions.

WPG’s 6^th 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 (achieves the goal of at least one seat, 9% of the Board). 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. Given Mr. Huang's expertise in law and mergers and acquisitions, as well as his extensive experience in related law practice and business management, Mr. Huang's forward looking and fair advice are often applied. The Company also relies on Mr. Huang's professional advice and supervision toward functional committees to continually improve our corporate governance. Therefore, although serving the board for more than 9 years, Mr. Jack J. T. Huang was elected as an independent director at Annual Shareholders' Meeting.

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. 

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

Risk Management Implementations in 2021

• Continuously track key risks identified and report to the Executives and Board of Directors (at least once per year) regularly
• Dongguan smart warehouse business continuity risk project: Establish project team, develop key risk control measures and conduct business continuity plan tabletop exercises
• Inventory risk project: Establish project team, develop key risk indictors mechanism and monitor risk level monthly

Integrity and Ethics

The Ethics Committee is the highest-level ethics decision-making center. WPG Holdings CEO chairs the Ethics Committee, and the Ethics Working Group acts as the executive secretary. Members of the Ethics Committee include CEO of each Group and members of Ethics Working Group consist of senior executives from various functions including Human Resources, Legal, Finance & Accounting, Corporate Governance Office, Sustainability Office, and Process Efficiency Management. 

The Ethics Committee hold meetings regularly to discuss the Company’s ethics development blueprint, resolve material unethical cases, and evaluate achievements and work plans of the Ethics Working Group. The Ethics Committee reports to the Board of Directors at least once per year. The Ethics Working Group is responsible to coordinate resources and implement action plans regarding integrity, anti-corruption, anti-bribery, and compliance matters.

To implement integrity management, WPG formulated Ethical Corporate Management Best Practice Principles, Code of Ethical Conduct, Employee Code of Conduct and Company Procedures For Handling Stakeholder Suggestions and Whistle-blowing Case by Audit Committee which clearly stipulate provisions on ethical behavior, disciplinary policies and grievance procedures.

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, Ethics Committee 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

An internal platform was established to advocate WPG Code of Conducts and Code of Ethical Conduct. An online training program which covers topics including ethical behavior standards and implementation was given to all employees. A total of 3,675 employees (77%) completed the program. 

Ethics training covering topics below were also held for all employees: 

 Please see Major Internal Policies for ethics related policy.

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