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▶️Board of Directors Operation ▶️Risk Management
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 "Corporate Governance Best Practice Principles," 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 "Corporate Governance Best Practice Principles," 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:
- Ability to make operational judgments.
- Ability to perform accounting and financial analysis.
- Ability to conduct management administration.
- Ability to conduct crisis management.
- Knowledge of the industry.
- An international market perspective.
- Ability to lead.
- Ability to make policy decisions.
The seventh 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 mindset in addition to the electronic components industry. Among the Board, 2 of the directors are also employees (including appointed managers) of the Company (22% of the Board), 4 are independent directors (44% of the Board), 8 male directors (89% of the Board), 1 female director (meets the target of at least 1 seat; 11% of the Board), 3 directors aged over 70 (33% of the Board), and the remaining 6 directors aged between 50 and 70 (67% of the Board). There are 3 independent directors with less than 9 years of tenure and 1 with more than 9 years of tenure. The average tenure of all directors is 9 years.
There are 4 Independent Directors: Jack J.T. Huang, Chairman of Taiwan Renaissance Platform Co. Ltd., Charles Chen, who previously served as Vice Director of PricewaterhouseCoopers Taiwan, and Kathy Yang, who previously served as Executive Vice President of CDIB Capital Group, and Joseph Yu, professor at Chang Gung University. Among them, though Mr. Jack, J.T. Huang has served on the board for more than 3 consecutive terms, yet the Board of Directors has assessed his participation in the board's operations and independence, and believes that Mr. Jack, J.T. Huang still possesses the necessary independence and has not established any relationship with the management (or others) that may compromise his impartial judgment based on the company's best interests or his ability to perform his duties impartially. Considering Mr. Huang's expertise in law, corporate mergers and acquisitions, and his familiarity with relevant laws and business management, he is able to provide important and impartial advice for the development of the company's operations. He will continue to provide advice and oversight to the functional committees under the company's board of directors and pass on his experience to further enhance the company's comprehensive governance mechanisms.
Note 1: In accordance with Taiwan's "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", independent directors shall not concurrently serve as over 3 independent directors of other public offering companies.
Note 2: Information on Directors concurrently holding in other companies please refer to p.12~p,17 of Annual Report.
Succession Planning for Board Members
For the Company's subsidiaries with a single corporate shareholder (e.g., WPI Group, the SAC 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.