Board of Directors and Functional Committee
BOARD OF DIRECTORS AND FUNCTIONAL COMMITTEE
BOARD OF DIRECTORS AND FUNCTIONAL COMMITTEE
Establishing and maintaining a sound and effective board of directors is the foundation of sustainable operation. In addition to the legal framework, the implementation of corporate governance ensures the effective operation of the board of directors, thereby safeguarding the rights of shareholders
The election of the Company's directors, including independent directors, follows the "Director Election Regulations." The current board of directors consists of a total of nine members, all of whom are elected by shareholder votes. The board members are diverse, with different professional backgrounds and areas of expertise, effectively fulfilling their responsibilities. These responsibilities include establishing a robust corporate governance system, supervising, appointing, and guiding the company's management team, enhancing management functions, and taking responsibility for the overall operational performance of the company in economic, social, and environmental aspects, with a commitment to maximizing the interests of stakeholders.。
Information on the companys directors
Term until August 04, 2024.
Lu, Huang-FuChairman
Date Elected：2021.08.05
Experience (Education)：
- 1.The College of Law, Tunghai University
- 2.School of Management Development Feng Chia University
- 3.Vice President of World Known Mfg. Co.,
Current Positions at the Company and Other Companies：
- 1.Chairman of World Known Precision Industry Co., Ltd.
- 2.Chairman of WKP USA.
- 3.Chairman of World Known Precision (Fuzhou) Industry Co., Ltd.
- 4.Chairman of Lavender Hill Limited.
Lu,Chung-WenDirector
Date Elected：2021.08.05
Experience (Education)：
- 1.Ming-Der Vocational School
- 2.Director of Board, Lucky Bank, Inc
- 3.Officer of Taichung Credit Union
Current Positions at the Company and Other Companies：
- 1.Director of World Known MFG Co., Ltd.
- 2.Chairman of Ancient Enterprise Corp.
- 3.Director of Scopio Investments Limited.
- 4.Director os Germander Group Limited
- 5.hairman of Chung Yin Investme Co., Ltd.
- 6.Director of Fu-Ying Co., Ltd
Chang, Wu-LungDirector
Date Elected：2021.08.05
>Experience (Education)：
- 1.Department of Mechanical Engineering, Provincial Taipei Vocational School of Industry
- 2.Engineer of Singer Taiwan Limited.
- 3.President of World Know Precision Industry (Fuzhou) Co., Ltd.
Current Positions at the Company and Other Companies：
- 1.Chairman of World Known MFG Co., Ltd.
- 2.Executive Director and Vice Chairman of Taiwan Foundry Society
- 3.Director&General Manager of Ancient Enterprise Corp
Lin,Yen-HueyDirector
Date Elected：2021.08.05
>Experience (Education)：
- 1.Department of Business Administration, Pacific Western University
- 2.Vice President of Hota Industrial MFG. Co., Ltd.
Current Positions at the Company and Other Companies：
- 1.Director of Hota Industrial MFG Co., Ltd.
Sheng,Chien-ChihDirector
Date Elected：2021.08.05
Experience (Education)：
- 1.MBA, Peter F. Drucker and Masatoshi Ito Graduate School of Management
- 2.CEO of Hota Industrial MFG Co., Ltd.
- 3.Manager of Tong-An Investment Co., Ltd.
Current Positions at the Company and Other Companies：
- 1.Director of Kao Fong Machinery Co., Ltd.
- 2.Independent director of Orange Electronic Co., Ltd.
- 3.Director(legal epresentative) of Hota Industrial MFG Co.,Ltd.
- 4.CEO of Hota Industrial MFG Co., Ltd.
Wang,WeiIndependent Director
Date Elected：2021.08.05
>xperience (Education)：
- 1.PhD, Master Program of Agricultural Economics and Marketing, National Chung HsingUniveristy
- 2.Dean of College of Business, Feng Chia University
- 3.Diector of Taiwan Economic Association
- 4.Committee member of Internationtal Trade Commission Ministry of Economic Affairs
CURRENT POSITIONS AT THE COMPANY AND OTHER COMPANIES：
- 1.President of Feng Chia University
- 2.Professor of department of economics, Feng Chia University
Hon,Jau-ShinIndependent Director
Date Elected：2021.08.05
>xperience (Education)：：
- 1.Phd, Department of Management science, National Chiao Tung University
- 2.Chair / Associate Professor of Department of Industrial Engineering and Enterprise Information, Tunghai University
- 3.CEO of School of Exterrsion, Tunghai University
Current Positions at the Company and Other Companies：
- 1.Associate Professor of Department of Industrial Engineering and Enterprise Information, Tunghai University
- 2.Director of Giantplus’ Independent
Hsu,Fu-HsiungIndependent Director
Date Elected：2021.08.05
>xperience (Education)：
- 1.Master of Department of Financial & Economic Law, Chung Yuan Christian University
- 2.Lin, Zih-Ying Law Firm
- 3.Chen, Yi-Cheng Law Firm
- 4.DingLui Law Firm
Current Positions at the Company and Other Companies：
- 1.DAU, SHIUAN Joint Law Firm Co-Counsel
Board Diversity and Independence
Diversity of the board of directors: According to the provisions of Article 20 of the Company's 「Rule of Corporate Governance」, the composition of the board of directors should consider diversity. Except that directors who also serve as managers of the company should not exceed one-third of the number of directors, they should also consider their own operations, business models and development needs. In order to formulate an appropriate diversity policy, it should include, but not be limited to, the following two standards:
a.Basic conditions and values: gender, age, nationality and culture, etc.
b.Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
The members of the board of directors shall generally possess the knowledge, skills and qualities necessary to perform their duties. In order to achieve the ideal goals of corporate governance, the board of directors as a whole should have the following capabilities:
a. Operational judgment ability.
b. Accounting and financial analysis ability.
c. Operation and management ability.
d. Crisis handling capability.
e. Industrial knowledge.
f. the international market view.
g. Leadership.
h. decision-making ability.
Specific management objectives and achievement of the board diversity policy
| Management goals | Achievement |
|---|---|
| Among the directors, the number of employees who are employees of the Group is less than one-third of the number of directors |
Achieved |
| At least one female director seat | Achieved (two female directors) |
| Independent directors of the board shall not serve more than three consecutive terms. | Achieved |
| Name\Core Competencies |
Basic components | Professional background and ability | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationa lity |
Gender | Part-t ime empl oyee of our comp any |
Age |
Independent director |
Mana geme nt |
Lead ershi p decis ionmaki ng, |
finan cial acco untin g, |
legal practic e |
industry knowled ge and operatio nal judgmen t |
crisis managem ent and internatio nal market outlook |
||||||
| 41-50 | 51-60 | 61-70 | 71-80 | 3years | 3-9 | 9years | ||||||||||
| Lu, Huang-Fu | R.O.C | Male | No | V | V | V | V | V | V | |||||||
| Lu, Chung-Wen | R.O.C | Male | No | V | V | V | V | V | V | |||||||
| Chang, Wu-Lung | R.O.C | Male | No | V | V | V | V | V | V | |||||||
| Lin, Yen-Huey | R.O.C | Male | No | V | V | V | V | V | V | |||||||
| Sheng, Chien-Chih |
R.O.C | Female | No | V | V | V | V | V | V | |||||||
| Wang, Wei | R.O.C | Female | No | V | V | V | V | V | V | V | ||||||
| Hon, Jau-Shin | R.O.C | Male | No | V | V | V | V | V | V | V | ||||||
| Hsu, Fu-Hsiung | R.O.C | Male | No | V | V | V | V | V | V | V | V | |||||
Succession Planning for Board Members and Key Management
Succession Planning and Operation for Board Members
The Company follows a candidate nomination system for the election of board members, with the selection of board members from the list of director candidates conducted by the shareholders' meeting. The selection of board members takes into consideration the overall composition of the board of directors based on the company's operations, business model, and development needs, with a focus on diversity. Currently, there are nine board members, including independent directors. Board members possess the knowledge, skills, and qualifications required for business, accounting, industry, finance, marketing, operational management, or executive roles. They are required to undergo a minimum of 6 hours of annual continuing education to acquire new knowledge, meet industry demands, and increase their professional expertise. Board members undergo an annual performance assessment, and the assessment results serve as a reference for the selection or nomination of directors. In addition to the annual continuing education for board members, the company also arranges relevant training courses for director nominees to better align with the operational requirements of the board. This year's arranged courses include "Corporate Governance 3.0 and ESG Development Trends" and "Under the Global Carbon Trading Mechanism, Exploring Carbon Fees/Taxes, Carbon Credits, and Carbon Asset Management.
Succession Planning and Operation for Key Management
Successors for key management positions in the Company must possess the abilities of management, decision-making, analysis, and crisis management, and they should effectively utilize their execution capabilities in their respective professional fields. The company selects talent with a diverse range of qualities based on performance, project execution, and personal traits, and they undergo training and development (including management skills, professional skills, language learning, and enhancement of professional expertise and management skills) to facilitate succession planning. To adapt to changes and demands in the environment and industry, our Human Resources department conducts specialized courses for key management personnel to build a talent pool and plan for succession among mid to high-level executives. Additionally, participants in the company engage in various regular and ad-hoc business-related meetings to understand the company's development policies outside their specific areas of expertise and to explore cross-disciplinary learning and growth opportunities. This year's arranged courses include "CFC Regulatory Compliance Reporting, Climate Action Management Training for Listed Company Personnel, Greenhouse Gas Inventory Guidance, and Sustainable Finance & Climate Change Summit.
The frequency, period, scope, method, content, and other relevant information for self evaluation or peer evaluation of the Board of Directors
| Evaluation frequency |
Evaluation period |
Evaluation scope |
Evaluation method |
Evaluation content |
|---|---|---|---|---|
| The internal performance evaluation should be conducted once a year. |
2022/1/1~ 2022/12/31 |
The Board of Directors overall, individual directors and the functional committees. |
The self-evaluation of the Board of Directors and members, peer evaluation,engaging external independent institution or experts or other proper manner. |
(1) Performance evaluation of the Board of Directors: the participations to the Company’s operation; the quality of the Board of Directors’ decision-making;composition and structure of the Board of Directors;selection and continuing educations of directors; and internal controls. (2) Performance evaluation of individual director: understanding to the (3) Performance evaluation of functional committees: participation in the |
The company has completed the 2022 annual board performance self-assessment, evaluated the results and submitted the 2023 first quarter board of directors report as a basis for review and improvement. The overall performance self-assessment of the board of directors is grade A (81-100 is grade A), and the overall performance self-assessment of individual directors is grade A (81-100 is grade A), indicating that the overall board of directors is functioning well; 100% satisfaction with each measurement item.
FUNCTIONAL COMMITTEE
Audit Committee
To enhance corporate governance, the Company has established an Audit Committee, consisting of independent directors. Its responsibilities include:
1. Formulating or amending internal control systems in accordance with Article 14-1 of the Taiwan Securities and Exchange Act.
2. Assessing the effectiveness of internal control systems.
3. Establishing or amending procedures for significant financial transactions involving the acquisition or disposal of assets, engaging in derivative trading, lending funds to others, endorsing or guaranteeing for others, as specified in Article 36-1 of the Taiwan Securities and Exchange Act.
4. Matters related to conflicts of interest involving directors themselves.
5. Significant asset or derivative transactions.
6. Significant fund lending, endorsing, or guaranteeing.
7. The issuance, public offering, or private placement of equity-related securities.
8. Appointment, removal, or compensation of certifying accountants.
9. Appointment or removal of financial, accounting, or internal audit personnel.
10. Annual financial reports and semi-annual financial reports.
11. Other significant matters as required by the company or competent authorities.
The Audit Committee meets at least once per quarter. The current members are:
| Functional Committee | Convener | Members |
|---|---|---|
| Audit Committee | Hon,Jau-Shin | Wang,Wei、Hsu,Fu-Hsiung |
Annual Focus and Operation of the Audit Committee
| Name | Experience (Education) |
|---|---|
| Hon,Jau-Shin | 1.Phd, Department of Management science, National Chiao Tung University 2.Chair / Associate Professor of Department of Industrial Engineering and Enterprise Information, Tunghai University 3.CEO of School of Exterrsion, Tunghai University |
| Wang,Wei | 1.PhD, Master Program of Agricultural Economics and Marketing, National Chung HsingUniveristy 2.Dean of College of Business, Feng Chia University 3.Diector of Taiwan Economic Association 4.Committee member of Internationtal Trade Commission Ministry of Economic Affairs |
| Hsu,Fu-Hsiung | 1.Master of Department of Financial & Economic Law, Chung Yuan Christian University 2.Lin,Zih-Ying Law Firm 3.Chen,Yi-Cheng Law Firm 4.DingLui Law Firm |
Annual Focus and Operation of the Audit Committee
I.Annual Focus:
In accordance with the regulations of the Audit Committee and Article 14-5 of the Securities Exchange Act, the Audit Committee has supervised the following matters for deliberation:
(1)、Formulating or amending internal control systems as required by Article 14-1 of the Securities Exchange Act.
(2)、Assessment of the effectiveness of internal control systems.
(3)、Appointment, dismissal, or compensation of certifying accountants.
(4)、Annual financial reports signed or sealed by the Chairman, General Manager, and Accounting Officer.
(5)、Other significant matters stipulated by relevant laws and regulations or the company.
Review of Financial Reports: The board of directors has prepared the operational report, financial statements, and proposal for profit distribution, among which the financial statements have been audited and verified by the certified public accounting firm An-Ho & Associates, who has issued an audit report. The aforementioned operational report, financial statements, and profit distribution proposal have been reviewed by our audit committee, and no discrepancies were found.
Appointment and Evaluation of Independent and Qualified Auditors: The audit committee is entrusted with the responsibility of overseeing the independence of the auditors to reasonably ensure the reliability of financial statements. Except for tax-related services or specially approved projects, the auditing firm is not allowed to provide other services to the company. To ensure the independence of auditors, the audit committee has developed an Independence and Qualification Assessment Form based on the contents of the Ethical Standards for Certified Public Accountants No. 10, "Integrity, Fairness, Objectivity, and Independence." It was approved during the second meeting of the second term of the audit committee and the second meeting of the third term of the board of directors on December 31, 2023. The committee believes that the accountants from An-Ho & Associates meet the standards of independence and qualification assessments and are suitable to serve as auditors for the company.
Assessment of the Effectiveness of Internal Control Systems: The audit committee reviews regular reports from the company's internal audit department, auditors, and management to assess the effectiveness of the company's internal control system policies and procedures, including financial, operational, risk management, information security, legal compliance, and other control measures. The audit committee considers the company's risk management and internal control systems to be effective, and the company has implemented necessary control mechanisms to monitor and correct any non-compliance.
2.Operational Status:
The attendance of the independent directors was as follows:
Six meetings were held in fiscal years 2023
| Title | Name | Attendance in Person |
By Proxy | Attendance Rate (%) |
Remarks |
|---|---|---|---|---|---|
| Independent director |
Wang,Wei | 6 | － | 100% | Re-election on August 5, 2021 |
| Independent director |
Hon,Jau-Shin | 6 | － | 100% | Re-election on August 5, 2021 |
| Independent director |
Hsu,Fu-Hsiung | 6 | － | 100% | Re-election on August 5, 2021 |
Other mentionable items：
1、If any of the following circumstances occur, the dates of meetings, sessions, contents of motion, resolutions of the Audit Committee and the Company’s response to the Audit Committee’s opinion should be specified:
(1) Matters referred to in Article 14-5 of the Securities and Exchange Act：
| Date of Meeting/ Intake |
Description of Proposal | Resolutions of the Audit Committee and the Company’s response to the Audit Committee’s opinion |
|---|---|---|
| 2023.12.13/ 2nd Intake 15th meeting |
-Audit Plan for the Fiscal Year 2024 -Review of the Professionalism and Independence Assessment of the CPA -Compensation Proposal for the CPA |
The entire audit committee has unanimously agreed and passed. The company's handling of the opinions of the audit committee: Proposed for approval by all attending directors at the board meeting. |
| 2023.11.8/ 2nd Intake 14th meeting |
-Amendment of the "Internal Significant Information Processing and Prevention of Insider Trading Management Regulations" -Amendment of the "Operational Regulations for Group Enterprises, Specific Companies, and Related Party Transactions" |
The entire audit committee has unanimously agreed and passed. The company's handling of the opinions of the audit committee: Proposed for approval by all attending directors at the board meeting. |
| 2023.8.16/ 2nd Intake 13th meeting |
- Financial Statements for the First Half of the Fiscal Year 2023 - Pre-sale Proposal within the Limit of 2.5 Million US Dollars for the Subsidiary WKPF - New Taiwan Dollar 35 Million Credit Line Proposal for the Subsidiary WKPT under the Economic Ministry's Assistance Program for Post-pandemic Recovery of Small and Medium-sized Enterprises through Chang Hwa Commercial Bank |
The entire audit committee has unanimously agreed and passed. The company's handling of the opinions of the audit committee: Proposed for approval by all attending directors at the board meeting. |
| 2023.6.16/ 2nd Intake 12th meeting |
-Proposal for the Company's Intended Application for a Scheduled Credit Limit from Financial Institutions | The entire audit committee has unanimously agreed and passed. The company's handling of the opinions of the audit committee: Proposed for approval by all attending directors at the board meeting. |
| 2023.5.10/ 2nd Intake 11th meeting |
- Proposal for Subsidiary WKPT to Apply for a Scheduled Credit Limit from Financial Institutions - Proposal for the Company to Capitalize Subsidiary WKP HITECH USA, INC. for a Total of 1.8 Million US Dollars |
The entire audit committee has unanimously agreed and passed. The company's handling of the opinions of the audit committee: Proposed for approval by all attending directors at the board meeting. |
| 2023.3.24/ 2nd Intake 10th meeting |
- Declaration of Internal Control System Statement for the Period from January 1, 2022, to December 31, 2022 |
The entire audit committee has unanimously agreed and passed. The company's handling of the opinions of the audit committee: Proposed for approval by all attending directors at the board meeting. |
Objections, reservations or major recommendations of independent directors: None. The results of the audit committee's resolutions and the company's handling of the audit committee's opinions: The members of the Audit Committee unanimously approved all proposals, and the Board of Directors approved all proposals in accordance with the recommendations of the Audit Committee.
(2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors.：None.
2、If there are independent directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: None.
3、Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the material items, methods and results of audits of corporate finance or operations, etc.)：The head of audit reports the actual implementation of audit plans every quarter, with good communications with the independent directors. The accountants participated the Board meetings to express their opinions after reviewing the financial statements and internal controls; they have sufficient communications with the independent directors.
Remuneration Committee
To strengthen corporate governance, our company has established a Compensation Committee composed of all independent directors. The committee's responsibilities include:
1.Regularly reviewing the organizational regulations and proposing amendments.
2.Formulating and periodically reviewing performance evaluation criteria for the company's directors and executives, as well as annual and long-term performance goals. This includes policies, systems, standards, and structures related to compensation. The committee also discloses the content of performance evaluation criteria in the annual report.
3.Conducting regular assessments of the achievement of performance goals by the company's directors and executives. Based on the evaluation results from the performance criteria, the committee determines the content and amount of individual compensation.
The Compensation Committee is convened at least twice a year, and the current members are:
Remuneration Committee MeetingStatus
(1) There are three members in total in the Company’s RemunerationCommittee.
(2) The term of the Remuneration Committee members: August 18 2021 to August 4 2024. The Remuneration Committee held two meetings in the most recent year ,The attendance record of the Remuneration Committee members was as follows:
| Title | Name | Attendance in Person |
By Proxy | Attendance Rate (%) |
Remarks |
|---|---|---|---|---|---|
| Independent director |
Wang,Wei | 2 | － | 100% | － |
| Independent director |
Hon,Jau-Shin | 2 | － | 100% | － |
| Independent director |
Hsu,Fu-Hsiung | 2 | － | 100% | － |
| Date of Meeting/ Intake |
Description of Proposal | resolutions of the Remuneration Committee and the Company’s response to the Remuneration Committee’s opinion |
|---|---|---|
| 2023.12.13/ 2nd Intake 7th meeting |
- Proposal to Amend the "Executive Compensation Management Regulations" of the Company - Current Salary Review for the Chairman and Executives of the Company - Proposal for Executive Year-End Bonuses and Employee Compensation Distribution Amounts for the Fiscal Year 2023 |
The entire remuneration committee has unanimously agreed and passed. The company's handling of the opinions of the remuneration committee: Proposed for approval by all attending directors at the board meeting. |
| 2023.3.24 / 2nd Intake 6th meeting |
- Proposal for Directors' Compensation and Employee Compensation for the Fiscal Year 2022 - Review of the Company's Policies, Systems, Standards, and Structures Regarding the Performance Evaluation of Directors and Executives, as well as CompensationThe company's 2021 director's remuneration distribution proposa |
The entire remuneration committee has unanimously agreed and passed. The company's handling of the opinions of the remuneration committee: Proposed for approval by all attending directors at the board meeting. |