Products
Solutions & Success Stories
Corporate
Support
Contact Us
News & Events
Products
Solutions & Success Stories
Corporate
Support
Contact Us
News & Events

Board of Directors

The board of directors

The board of directors is the company's highest governance unit and the center of major business decision-making. Its responsibilities include appointing and supervising the company's management, business performance, company's compliance with laws and regulations, the company's articles of association, and the resolutions of the shareholders meeting, and is committed to maximizing shareholder rights. The board of directors responsible for the overall operating conditions of the company, set precise goals, and strive to achieve them. The board of directors shall be accountable to the shareholders' meeting. The remuneration of the directors must be submitted to the shareholders' meeting for resolutions. The shareholders shall decide and recognize the business results of the board of directors as a way to measure the management performance of the company's highest governance unit. Through the performance measurement of the board of directors, improve the quality and efficiency of the board of directors' decision-making, and achieve the purpose of effective management and supervision of the company. At present, the company's board of directors has nine directors, including three independent directors.

The company's articles of association specify the professional qualifications, shareholding, part-time restrictions, nomination and selection methods, and other compliance matters of independent directors, in accordance with the relevant regulations of the securities authority. The nomination and selection of independent directors of the company comply with the relevant professional qualifications, independence determination of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", which achieves effective supervision, safeguards shareholders' rights and interests, and strengthens corporate governance.

achieves effective supervision, safeguards shareholders' rights and interests, and strengthens corporate governance.

Member of the Board

The company adopts a candidate nomination system for the selection and appointment of directors. In addition to professional knowledge and rich corporate governance experience, it also values the conduct and ethical reputation of its directors. Members of the 12th Board of Directors (appointed by the shareholders meeting on 2022/5/27) Main academic experience:

Job Title Name Education Background Attendance Rate
Director Premier Touch Corporation,
Representative: Ken Lu
Chairman and R&D Head of Winmate Inc.
Independent Director of Simula Technology Inc.
MBA, The University of Melbourne, Australia
Department of Business Administration, National Taiwan University
100%
Director Kevin Yeh Vice President of Winmate Inc.
Master of Computer Science, State University of New York, USA.
Department of Information Science, Tunghai University
100%
Director ONYX Healthcare, Inc.
Representative: Yung-Shun Chuang
Chairman of AAEON Technology Inc.
Chairman of ONYX Healthcare Inc.
Honorary Doctor of Engineering, National Taiwan University of Science and Technology
100%
Director Rui Hai Investment Co., Ltd.,
Representative: Fu-Chieh Chuang
Director of SPARK Technologies Inc.
Supervisor of Rui Hai Investment Co., Ltd.,
Master, Carnegie Mellon University, USA.
EMBA, National Chengchi University
100%
Director Advantech Co., Ltd.,
Representative: Wei-Chih Liu
Director of Mildex Optical Inc.
Director of Advantech Co., Ltd.
Johns Hopkins University GMBA
Department of Physics, National Dong Hwa University
100%
Director Wei-Sheng Wang President of Bonnar Industrial Co., Ltd.
Department of Business Administration, Tamsui Institute of Business Administration
100%
Independent Director Ming-Chou Hung Professor of Chinese Culture University
Professor of Business Administration, National Taiwan University
Doctor of Business Administration, University of Illinois, USA
100%
Independent Director Tung-Lai Hu Independent Director of Tiga Gaming Inc.
Professor,Department of Business and Management, National Taipei University of Technology
Doctor of Commerce, National Taiwan University Institute of Business Studies
100%
Independent Director Wen-Yi Chu Independent Director of United Microelectronics Corp.
Professor of Business Administration, National Taiwan University
Doctor of London Business School
100%

Selection of Board of Directors and Diversity Policy

The directors are elected by the shareholders meeting in accordance with the "Director Election Regulations.” Winmate has formulated a policy on diversity of board members in the "Code of Practice on Corporate Governance", considering the diversity of board members from multiple aspects and measuring practical operation needs, including but not limited to gender, age, cultural and educational background, race, professional experience, skills, knowledge, and service tenure. The selection of the board of directors is based on the principle of meritocracy and the implementation of the diversity policy of board members is implemented at the time of selection.

According to the Company's "Code of Practice on Corporate Governance", the composition of the board of directors is not limited by gender and directors must generally possess the knowledge, skills, and literacy necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the board of directors must have the following overall capabilities:

Board Member Selection and Diversity Policy

As of the preparation of this report, the company has nine directors, including independent directors with three seats. 22% of the board members are employees and 78% are external supervisors (including 33% of independent directors). There is one female director (11%) on the board. The tenure of all three independent directors is below six years. Four directors are aged between 61 and 70, two members are between 51 and 60 years old, and 2 people are under 50 years old. The members of the board of directors have the professional knowledge, practical experience, and moral literacy required to perform their duties. Age, nationality, education, experience, gender, and independence are taken into account for directors' election. The election is carried out per the relevant regulations and the diversity policy.

To maintain the professional advantages and capabilities of the directors, in 2022, the directors participated in continuing education courses and forums organized by the Taiwan Stock Exchange, Securities and Futures Market Development Foundation, Chinese Corporate Governance Association, Gretai Securities Market, Taiwan Institute for Sustainable Energy, Taiwan Corporate Governance Association, and Securities Industry Association to meet the statutory requirements for training hours. Each director undergoes at least 6 hours of annual continuing education.

Important Resolutions and Implementation of the Board of Directors

Date Important Resolutions
2022.1.18/td>
  1. Report on Risk Management Operations and Execution for the Year 2021.
  2. Report on Intellectual Property Management Plan and Execution for the Year 2021.
  3. Approval of the Company's Budget for the Year 2022.
  4. Approval of the Disbursement of Managerial Year-End Bonuses for the Year 2021.
  5. Approval of the Adjustment of Compensation for Managers for the Year 2022.
  6. Approval of the Company's Investment in Guangji Technology Stocks.
  7. Approval of the Company's Investment in Weitian Technology Stocks.
  8. Establishment of the Criteria for Capital Increase Based on the Conversion of Employee Stock Options.
  9. Renewal of the Bank Credit Facility.
2022.02.22
  1. Approval of the "Internal Control System Statement" for the Year 2021.
  2. Approval of the Distribution of Employee Compensation and Director Remuneration for the Year 2021.
  3. Approval of the Annual Business Report and Financial Statements for the Year 2021.
  4. Approval of the Profit Distribution Plan for the Year 2021.
  5. Approval of the Cash Distribution from Capital Surplus.
  6. Approval of the Election and Nomination of Directors for the Company.
  7. Approval of the Lift of Restrictions on New Directors from Engaging in Competitive Business.
  8. Approval to Convene the Shareholders' General Meeting for the Year 2022.
  9. Approval of the Acceptance of Nominations for Directors (including Independent Directors) by Shareholders Holding Over 1% of Shares.
  10. Approval of the Amendment to the "Articles of Incorporation."
  11. Approval of the Amendment to the "Asset Acquisition or Disposal Procedure."
  12. Approval of the Amendment to the "Code of Ethics."
  13. Approval of the Amendment to the "Code of Conduct for Integrity in Business Operations."
  14. Approval of the Amendment to the "Code of Conduct and Guidelines for Ethical Business Operations."
2022.05.03
  1. Report on the Implementation of Integrity in Business for the Year 2021.
  2. Performance Evaluation Report of the Board of Directors and Functional Committees for the Year 2021.
  3. Submission of the Consolidated Financial Statements for the First Quarter of 2022.
  4. Approval of the Amendment to the "Board Meeting Rules."
  5. Approval of the Amendment to the "Corporate Governance Guidelines."
  6. Approval of the Renewal of the Bank Credit Facility.
  7. Approval of the Renewal of the Bank's Derivative Trading Limit.
  8. Approval of the Establishment of the Criteria for the Exercise of Employee Stock Options for the Subscription of Common Stocks for Capital Increase.
2022.05.27
  1. Election of the Chairman of the Company.
  2. Approval of the Appointment of Members of the Compensation Committee.
  3. Approval of the Schedule and Verification Plan for Greenhouse Gas Inventory.
2022.08.02
    Progress Report on the Greenhouse Gas Inventory and Verification Operations. Approval of the Consolidated Financial Statements for the Second Quarter of 2022. Approval of the Distribution of Director and Supervisor Remuneration for the Year 2021. Approval of the Distribution of Managerial Staff Compensation for the Year 2021. Approval of the Amendment to the Standards for Director Remuneration Distribution.
2021.08.03
  1. Progress Report on the Greenhouse Gas Inventory and Verification Operations.
  2. Approval of the Consolidated Financial Statements for the Second Quarter of 2022.
  3. Approval of the Distribution of Director and Supervisor Remuneration for the Year 2021.
  4. Approval of the Distribution of Managerial Staff Compensation for the Year 2021.
  5. Approval of the Amendment to the Standards for Director Remuneration Distribution.
202211.01
  1. Report on the Directors' Liability Insurance Coverage.
  2. Progress Report on the Greenhouse Gas Inventory and Verification Operations.
  3. Report on the Promotion of Corporate Sustainability.
  4. Report on Communication with Stakeholders.
  5. Approval of the Consolidated Financial Statements for the Third Quarter of 2022.
  6. Approval of the 2023 Audit Plan.
  7. Approval of the Assessment of Independence and Qualifications of the Auditors for 2023.
  8. Approval of the Appointment of the Auditors for the Financial Statements for 2023.
  9. Approval of the Issuance of Employee Stock Options Certificates for 2022.
  10. Approval of the Amendment to the "Internal Handling Procedures for Material Non-public Information."
  11. Approval of the "Insider Trading Prevention Management Operations Procedures."
  12. Approval of the Amendment to the "Board Meeting Rules."