WNC values the legitimacy and transparency of its corporate operations. Therefore, we seek to perfect our corporate governance system to protect shareholders’ interests, enhance stakeholder communications and promote relevant systems and measures in accordance with regulatory and customer requirements. Apart from complying with the basic requirements of the RBA standards, the Company has stipulated Sustainable Development Best Practice Principles, Corporate Governance Best Practice Principles, Ethical Management Best Practice Principles, and a Code of Ethical Conduct, to effectively manage and implement corporate governance, ethical management, and corporate sustainable development operations. 

Each functional unit in WNC has their own responsibilities in promoting and implementing corporate governance in accordance with WNC policy, and implementation results are reviewed semi-annually. The Finance Division, the Legal & IP Division, the Human Resources Administration Division, the Quality Assurance Division, the Sustainable Development & Marketing Division, and the RBA Management Committee work together to closely monitor related international proposals and regulations to determine whether we need to update our management guidelines and operational procedures related to corporate governance. The foundation of WNC is a healthy and stable operational environment and we will continue to generate added value for our customers by implementing innovative ideas in our operations management, product development, market promotion, and internal operational procedures. In 2015, the Taiwan Stock Exchange (TWSE) and the Taipei Exchange (TPEx) began holding an annual Corporate Governance Evaluation, which evaluates all publicly listed companies in the previous year. WNC has been rated in the top 20% among all publicly traded companies every year since.

The Board of Directors is the highest governing body of WNC. Its responsibilities include supervising the lawful operations and financial transparency of the company, approving the appointment, dismissal and remuneration of senior managers, providing strategic guidance to the management team related to the Company’s operations, evaluating the Company’s performance on economic, environmental and social issues, and approving corporate sustainable development related matters proposed by the Sustainable Development Committee, the RBA Committee or functional units. The management team must also report on the Company’s operations status or other important issues to the Board of Directors, and provide reference information and opinions for decision-making of the Board of Directors. To assist the board in its operations and functions, an Audit Committee and a Remuneration Committee have been established.

 

For more information on the Board of Directors, Audit Committee, and Remuneration Committee, please refer to the chapter 3 Operational Highlights in the WNC 2022 Annual Report.

Committee Composition Major responsibilities Implementation status in 2022
Audit Committee All members of the Audit Committee are independent directors, and at least one has accounting or finance expertise. The term for the independent directors on the Committee is three years. Directors may be reelected for consecutive terms. Currently, there are four committee members. An audit committee 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 to effectively supervise company operations and risk management. The audit committee’s specialized division of duties and independent positions assist the Board of Directors in the execution of its supervisory capacity, raising WNC’s financial standing and credibility. The Audit Committee meets at least once every quarter. Four meetings were convened in 2022, with an average attendance rate of 94% for all committee members.
Remuneration Committee Currently, there are four committee members, who are all independent directors. Committee members must invite the Board Chairman or CEO to attend. The members of the remuneration committee recuse themselves from meetings if issues to be discussed involve any personal interests of the members. The committee may also request directors, internal auditors, accountants, legal consultants, and other personnel to attend meetings and to provide them with pertinent and necessary information. A remuneration committee is responsible for establishing and periodically reviewing the compensation policies, systems, standards, and structure of WNC’s director’s and management’s compensation; as well as evaluating and deciding compensation terms. The Remuneration Committee meets at least twice a year. Meetings may be convened when necessary. Three meetings were convened in 2022, with an average attendance rate of 92% for all committee members.

Composition and Diversification of Board of Directors

According to the Articles of Incorporation, WNC appoints seven to nine directors, who are elected by the shareholders’ meeting from the list of director candidates in accordance with the candidate nomination system. The directors serve a term of three years and may be reelected for consecutive terms. It is also specified that at least three independent directors should be appointed. The 10th Board of Directors was elected at the 2020 Shareholders’ Meeting. There are nine directors in total, including one female director. All directors are over 50 years old, and have extensive experience and qualifications in business, legal affairs, finance, accounting or corporate business. Two directors hold employee status and four of the nine directors are independent directors, each of whom provides objective opinions on their professional fields and assists the Board of Directors in making decisions that are most beneficial to the Company and shareholders.
Goals Status of achievement
The number of directors who concurrently serve as executive officers in WNC does not exceed one-third of the total number of directors. Goal achieved
At least one board member is female. Goal achieved
Independent board members may not serve for more than three terms. Goal achieved
There are board members with inter-disciplinary expertise. Goal achieved
The number of independent board members exceeds the number stipulated by law. Goal achieved
Every year, the Group organizes continuing education for directors. In recent years, corporate governance-related topics have also been included in the courses. To improve monitoring and strengthen management functions, an Audit Committee and a Remuneration Committee have been established under the Board of Directors. WNC has established, in Article 20 of the WNC Corporate Governance Best Practice Principles, and implemented, a diversification policy for the composition of the Board based on its own operations, operations type and development needs. Suitable directors are nominated and selected by evaluating the aspects of basic conditions and values (such as gender, age, etc.), professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience. For more information, please visit the Board of Directors page.

Board Training Courses

To ensure that the directors are well-versed in the latest trends in corporate governance, sustainable development and risk management, all directors of WNC are required to complete annual training in accordance with the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies. Directors have completed a total of 27 training sessions, with an average duration of 8.2 hours per director. For detailed information on their training, please refer to the Market Observation Post System or the chapter 3 Operational Highlights in the 2022 WNC Annual Report.

Board Performance Evaluation

To implement corporate governance and optimize the operating efficiency of the Board of Directors, WNC has stipulated Measures of Performance Assessment for the Board of Directors. The Company conducts performance assessments each year, which cover the overall Board of Directors, functional committees, and individual directors. The assessment period is from January 1 to December 31 of each year. The performance assessment results are reported to the Board of Directors in the first quarter of the following year, and are disclosed in the Company’s Annual Report. The performance evaluations for the 2022 Board of Directors and Functional Committees were “exceeds standards” and the results were submitted to the Board on March 10, 2023, to serve as a reference for the Board’s continuous improvement of its functions, remuneration setting for the Board and the functional committees, and nomination for directors to serve the next term.

Overall Board of Directors

Individual Board Members

Report and Disclosure

Remuneration Policy

Remuneration of directors is determined in accordance with the Articles of Incorporation, as approved by the shareholders’ meeting. It is set at no more than 1% of the year’s profits (profit here indicates pretax profit without deducting profit-sharing bonuses for employees and directors), and is paid in cash. Remuneration of directors is determined based on WNC’s overall operational performance, operational risks and development trends of the industry, and the degree of their engagement and their contributions to corporate operations. 

2022 WNC Worldwide Remuneration RatioNote
Ratio of highest salary to median annual salary 28.5
Ratio of highest salary increase to median salary increase 0.62

Note: Excluding employees who have been on the job for less than one year, calculating average remuneration of all permanent employees for the year, including basic salaries, allowances, and bonuses.

The related performance evaluation and rationalization of the remuneration is audited by the Remuneration Committee and the Board of Directors and may be reviewed at any time based on practical operational conditions and related laws and regulations to achieve a balance between continuity of operations and risk control.

The compensation package for each senior manager includes a fixed component of salary, bonuses, and benefits and a variable component of bonuses, dividends (cash/stock), stock (restricted stock / employee stock ownership trust) and stock options. The variable component of compensation is determined based on WNC’s operational performance in the current year. It ranges from 5% to 10% of the total compensation, depending on the position and performance. The remuneration of senior managers is highly linked to WNC’s operational performance.

The compensation structure for senior managers has a certain degree of flexibility to dynamically balance the long-term interests of employees, shareholders, and WNC. The fixed items aim to maintain the competitiveness of the company in the industry, and the variable terms are considered based on WNC’s and the individual’s performance. At the beginning of each year, the Remuneration Committee sets the assessment items, goals, and weightings, taking internal and external development into consideration. The compensation for managers is assessed based on personal performance and prevailing salary levels in the industry. The terms are evaluated by the remuneration committee and are reported to the Board of Directors for approval. Additionally, external consultants are engaged to ensure alignment of the compensation policy with market trends, environmental factors, and compensation competitiveness.

In 2022, the highest individual annual total compensation at WNC was 28.5 times the median annual total compensation of other employees. The highest individual salary increase for the year was 0.62 times the median salary increase of other employees.

Recusal

Directors, in relation to agenda items in which they or their represented legal entities have vested interests, adhere to Article 15 of the Rules and Procedures of the Board of Directors Meeting. They disclose significant details of their vested interests during the Board of Directors Meeting. If there is a risk of harm to WNC’s interests, they are excluded from taking part in the discussion and voting and are not allowed to act as proxies for others. If a director’s spouse, immediate family members, or companies with a controlling-subordinate relationship to the director have vested interests in the agenda items, it is considered that the director has a personal vested interest in that matter.

Internal Control Systems

WNC has established, in accordance with the law, an Audit Office, responsible for supervising internal control procedures, annual audits and review of improvement effectiveness of WNC and its subsidiaries. This independent unit reports directly to the Board of Directors and is staffed with a full-time audit supervisor and two auditors.

Audits are conducted in accordance with a Board-approved audit plan based on identified risks; extraordinary audits may also be conducted when necessary. The supervisor of the audit office reports existing deficiencies or potential risks to the relevant manager, reports major issues to the Board of Directors regularly, and to the Chairman and Audit Committee at any time when necessary.

The Audit Office coordinates evaluation of internal controls and regularly evaluates the applicability of self-assessment surveys to ensure that self-assessment items cover all main operational procedures and can be modified in response to organizational restructuring to ensure that a risk assessment mechanism and review by managers of different levels is implemented. At the same time, the Audit Office supervises each department and WNC subsidiaries to conduct regular self-assessments of the implementation of internal control systems, and reviews their self-assessment reports. The reports and the findings of the audited department regarding internal control deficiencies and abnormalities serve as the main basis for the Board of Directors and the General Manager to evaluate the overall effectiveness of the internal control system and issue an Internal Control System Statement. The internal control system deficiencies and abnormalities identified during the audit are tracked and reported on a regular basis to ensure that the relevant departments have taken corrective actions. The audit report and tracking report are submitted to the Audit Committee for review by the end of the following month after completion of the audit items. In addition to regular reporting to the Audit Committee, the audit supervisor also presents a report to the Board of Directors.