Corporate Governance

Corporate Governance

Implement the responsibilities of business managers, protect the legitimate rights and interests of shareholders, and take into account the interests of other stakeholders

  • Board of Directors
  • Major Resolutions of Board Meetings and Related Information
  • Committees
  • Resolutions of Committees and Related Information
  • Major Internal Policies
  • Corporate Governance Members and Implementation Status
  • Internal Audit
  • Board of Directors

    Board Structure -
    Weltrend's Board of Directors consists of 10 directors, including 7 directors and 3 independent directors. The board members perform their businesses and fulfill their responsibilities truthfully while exercising their powers with a high level of self-discipline and prudence. The elected board members strictly adhere to related government regulations and the Company’s Articles of Incorporation while assessing and making decisions on the Company's business strategies and directions to safeguard the rights and interests of the Company and its shareholders.

    Title

    Name

    Education & Professional Qualifications

    Chairman

    Sam Lin

    Education

    • B.S. in Electrophysics, National Chiao Tung University
    • MBA, National Taiwan University

    Experience

    • Supervisor, Strategy and R&D Planning, Electronics Research &    Service Organization, ITRI
    • President, Weltrend Semiconductor, Inc.
    • Chairman & CEO, Weltrend Semiconductor, Inc.
    • Chairman & CIO, Weltrend Semiconductor, Inc.

    Director

    James Chou

    Education

    • B.S. in Business Administration, National Chung Hsing University



    Experience

    • Chairman, EMIT Technology Co. Ltd.
    • Chairman, Edison International Energy, Inc.

    Director

    Paul Liao

    Education

    • M.S. in Electrical Engineering, Rensselaer Polytechnic Institute
    • MBA, University of San Francisco



    Experience

    • Chairman, China Electric Mfg. Corp
    • Chairman, Howard Hotels
    • Chairman, Fulfund Investment, Inc.
    • Independent Director, KINIK Company

    Director

    Jeff Tsai

    Education

    • B.S. in Transportation & Logistics Management, National Chiao Tung University
    • EMBA, National Chiao Tung University



    Experience

    • Engineer, Electronics Research & Service Organization, ITRI
    • Manager, Product Marketing, Weltrend Semiconductor, Inc.
    • Manager, Business Development, Weltrend Semiconductor, Inc.
    • Deputy Director, Business Development, Weltrend Semiconductor, Inc.
    • President, Etrend Electronics, Inc.
    • President, Weltrend Semiconductor, Inc.

    Director

    JC Liu

    Education

    • B.S. in Communications Engineering, National Chiao Tung University



    Experience

    • Engineer, Electronics Research & Service Organization, ITRI
    • Manager, Research & Development, Weltrend Semiconductor, Inc.
    • Director, Research & Development, Weltrend Semiconductor, Inc.
    • Senior Vice President, Research & Development, Weltrend Semiconductor, Inc.
    • Chief R&D Officer, Weltrend Semiconductor, Inc.

    Director

    Cindy Guo

    Education

    • B.A. in Public Finance, Feng Chia University



    Experience

    • Audit Staff, Tseng Hsien Cheng CPA
    • Supervisor, Finance, FCF Co., Ltd
    • Manager, Finance, Weltrend Semiconductor, Inc.
    • Assistant Vice President, Finance, Weltrend Semiconductor, Inc.
    • CFO, Weltrend Semiconductor, Inc.

    Director

    Tony Lin

    Education

    • B.S. in Electrical Engineering, University of Illinois at Urbana-Champaign
    • M.S. in Operations Research, Columbia University



    Experience

    • Deputy Manager, Business Development, Global Unichip Corp. (GUC)
    • Associate Analyst, Macquarie Capital Securities
    • Executive Assistant to CEO, Weltrend Semiconductor, Inc.
    • President, Weltrend Semiconductor, Inc.
    • CEO, Weltrend Semiconductor, Inc.

    Independent Director

    Gerald Guo

    Education

    • B.S. in Electrophysics, National Chiao Tung University



    Experience

    • Managing Director of Texas Instruments Semiconductor Technologies (Shanghai) Co., Ltd.
    • Independent Director, Promate Electronic Co., Ltd.
    • Independent Director, M3 Technology, Inc.

    Independent Director

    Wei-Kun Yeh

    Education

    • B.S. in Electrophysics, National Chiao Tung University
    • M.S. in Electrical Engineering, Michigan State University



    Experience

    • Department Manager, TSMC
    • Chairman, Leadertrend Technology Corp.
    • Chairman, PowerMate Electronics Corp.
    • Director, ICE Technology
    • Chairman, Eltronix Co., Ltd.
    • Director, Caremind Company

    Independent Director

    Wen-Tsung Hsu

    Education

    • Bachelor of Laws, National Taiwan University
    • M.A. in National Development, National Taiwan University (incomplete)



    Experience

    • District Court Judge, Taiwan Tainan District Court
    • District Court Judge, Taiwan Taoyuan District Court
    • Managing Partner, Wei Han Associated Attorneys
    • Independent Director, Advanced Connection Technology, Inc.

    Information Related to Board Performance Evaluation –
    In order to implement corporate governance and improve the functions of the Board of Directors and functional committees, the Company formulated the performance evaluation rules and evaluation methods of the Board of Directors and functional committees in the first quarter of 2020 and approved them by the Board of Directors. The evaluation rules were revised by the Board of Directors in the fourth quarter of 2020. The Audit Committee was established by the Company after its shareholders' meeting on June 23, 2022 to replace supervisors of the Board. Therefore, in the fourth quarter of 2022, the Board of Directors revised the evaluation method to add the audit committee part. The Company conducts performance evaluations of the entire board of directors, individual board members and functional committees (Remuneration Committee and Audit Committee) once a year. Internal evaluations are conducted regularly in January of each year, and the evaluation results are regularly reviewed by the board of directors in the first quarter.


    Board Diversity and Independence –
    The Company's "Codes of Corporate Governance Practice" has stipulated a diversified policy for the composition of the Board of Directors, which is formulated based on the Company's own operations, operating models, and development needs. In terms of basic conditions and values, the current Board of Directors are composed of 1 female and 9 males, with no restrictions on age, nationality, culture, and etc. The current board members are all of Taiwanese nationality and all have an undergraduate degree or above. In terms of professional knowledge, skills and industry experiences, they include accounting, industry, finance, marketing, technology, and legal talents. The Company attaches great importance to gender equality in the composition of the Board of Directors and aims to have the ratio of female directors above 10%. There are currently 10 directors, including 1 female director, and the female director ratio is 10%. Directors with employee status account for 40%, and independent directors account for 30%. Among the three independent directors, 2 have served for 7-9 years and1 has served for 0-3 years。As of age distribution, 1 director is over 70 years old, 7 directors are aged 61 to 70 years old, 1 directors are aged 51 to 60 years old, and 1 director is under 50 years old. The provisions of the "Codes of Corporate Governance Practice" formulated by the Company have been disclosed on the Market Observation Post System and the Company's website.

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    Board Diversity

    Gender

    Management

    Leadership Decision Making

    Industry Knowledge

    Finance and Accounting

    Research and Development

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    Sam Lin

    Male

    James Chou

    Male

    Paul Liao

    Male

    Jeff Tsai

    Male

    JC Liu

    Male

    Cindy Guo

    Female

    Tony Lin

    Male

    Gerald Guo

    Male

    Wei-Kun Yeh

    Male

    Wen-Tsung Hsu

    Male

    Major Resolutions of Board Meetings and Related Information

    2024

    Board of Directors Meeting Resolutions and Other Related Information

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    2024 Major Resolutions of Board Meetings (Chinese)

    Board and Functional Committees Performance Evaluation Report (Chinese)

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    2023 Major Resolutions of Board Meetings (Chinese)

    Board and Functional Committees Performance Evaluation Report (Chinese)

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    2022 Major Resolutions of Board Meetings (Chinese)

    Board and Functional Committees Performance Evaluation Report (Chinese)

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    2021 Major Resolutions of Board Meetings (Chinese)

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    2020 Major Resolutions of Board Meetings (Chinese)

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    2019 Major Resolutions of Board Meetings (Chinese)

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    2018 Major Resolutions of Board Meetings (Chinese)

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    2017 Major Resolutions of Board Meetings (Chinese)

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    2016 Major Resolutions of Board Meetings (Chinese)

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    2015 Major Resolutions of Board Meetings (Chinese)

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    2014 Major Resolutions of Board Meetings (Chinese)

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    2013 Major Resolutions of Board Meetings (Chinese)

    2024

    Summary of Independent Directors' Communications with Internal Auditors and Independent Auditors

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    2024 Communications between the Independent Directors and Internal Auditors or Independent Auditors (Chinese)

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    2023 Communications between the Independent Directors and Internal Auditors or Independent Auditors (Chinese)

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    2022 Communications between the Independent Directors and Internal Auditors or Independent Auditors (Chinese)

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    2021 Communications between the Independent Directors and Internal Auditors or Independent Auditors (Chinese)

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    2020 Communications between the Independent Directors and Internal Auditors or Independent Auditors (Chinese)

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    2019 Communications between the Independent Directors and Internal Auditors or Independent Auditors (Chinese)

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    2018 Communications between the Independent Directors and Internal Auditors or Independent Auditors (Chinese)

    Committees

    In order to strengthen corporate governance, the Company has established three functional committees on the Board of Directors, including the "Remuneration Committee", the "Audit Committee" and the "Mergers and Acquisitions Special Committee", composed of all independent directors.

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    Committee Members

    Name

    Audit Committee

    Remuneration Committee

    Mergers and Acquisitions Special Committee

    Academic Experiences and Professional Capabilities

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    Gerald Guo

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    Education & Professional Qualifications

    B.S. in Electrophysics, National Chiao Tung University
    Managing Director of Texas Instruments Semiconductor Technologies (Shanghai) Co., Ltd.
    Independent Director, Promate Electronic Co., Ltd.
    Independent Director, M3 Technology, Inc.

    Relevant professional abilities

    Business Management
    Leadership Decisions
    Industry Knowledge

    Wei-Kun Yeh

    View

    Education & Professional Qualifications

    B.S. in Electrophysics, National Chiao Tung University
    M.S. in Electrical Engineering, Michigan State University
    Department Manager, TSMC
    Chairman, Leadertrend Technology Corp.
    Chairman, PowerMate Electronics Corp.
    Director, ICE Technology
    Chairman, Eltronix Co., Ltd.
    Director, Caremind Company

    Relevant professional abilities

    Business Management
    Leadership Decisions
    Industry Knowledge

    Wen-Tsung Hsu

    View

    Education & Professional Qualifications

    Bachelor of Laws, National Taiwan University
    M.A. in National Development, National Taiwan University (incomplete)
    District Court Judge, Taiwan Tainan District Court
    District Court Judge, Taiwan Taoyuan District Court
    Managing Partner, Wei Han Associated Attorneys
    Independent Director, Advanced Connection Technology, Inc.

    Relevant professional abilities

    Business Management
    Leadership Decisions
    Industry Knowledge
    Legal Expertise

    The Audit Committee

    The Company's Audit Committee is responsible for assisting the Board of Directors in performing supervisory duties and exercising its powers stipulated in the Securities and Exchange Act, Company Law and other laws. It meets at least once every quarter. The powers of this committee are as follows:

    1. Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
    2. Assessment of the effectiveness of the internal control system.
    3. Establish or amend the procedures for handling major financial business activities such as acquiring or disposing of assets, engaging in derivatives transactions, lending funds to others, endorsing or providing guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
    4. Matters involving directors’ own interests.
    5. Significant asset or derivatives transactions.
    6. Significant capital loans, endorsements or guarantees.
    7. Raising, issuing or privately placing securities of an equity nature.
    8. Appointment, dismissal or remuneration of certified accountants.
    9. Appointment and removal of financial, accounting or internal audit supervisors.
    10. Annual financial report signed or stamped by the Chairman of the Board, the President, and accounting manager; and quarterly financial report signed or stamped by the Chairman of the Board, the President and accounting manager and reviewed by the accountant.
    11. Other major matters stipulated by the Company or the competent authority.

    Remuneration Committee

    The function of the Company's Remuneration Committee is to evaluate the Company's salary and remuneration policies and systems for its Directors and managers in a professional and objective position. It holds at least 2 meetings every year and makes recommendations to the Board of Directors for reference in its decision-making. The Committee regularly reviews the organizational rules of the Committee itself, proposes amendments, and formulates and regularly reviews the Company's performance evaluation standards for the Directors and managers, annual and long-term performance targets, and also the policies, systems, standards, and structures of the Company’s salary and remuneration.

    Mergers and Acquisitions Special Committee

    The Company established Mergers and Acquisitions Special Committee in December 2020. The Committee's powers are to review the fairness and rationality of mergers and acquisitions plans and transactions, and submit the review results to the Board of Directors and shareholders' meeting. However, if a resolution for merger and acquisition proposal does not require convening a shareholders' meeting according to the provisions of the Enterprise Merger and Acquisition Law, then the Committee would not need to submit the report to the shareholders' meeting. The term of this committee is from June 23, 2022 to June 22, 2025.

    Resolutions of Committees and Related Information

    2024

    Commitee Meeting Resolutions

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    2024 Remuneration Committee Meeting Resolutions (Chinese)

    2024 Audit Committee Meeting Resolutions (Chinese)

    2024 Mergers and Acquisitions Special Committee Meeting Resolutions (Chinese)

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    2023 Remuneration Committee Meeting Resolutions (Chinese)

    2023 Audit Committee Meeting Resolutions (Chinese)

    2023 Mergers and Acquisitions Special Committee Meeting Resolutions (Chinese)

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    2022 Remuneration Committee Meeting Resolutions (Chinese)

    2023 Audit Committee Meeting Resolutions (Chinese)

    2022 Mergers and Acquisitions Special Committee Meeting Resolutions (Chinese)

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    2021 Remuneration Committee Meeting Resolutions (Chinese)

    Major Internal Policies

    Company internal regulations

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    Item

    Subject / Purpose

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    01

    Articles of Incorporation (Chinese)

    02

    Procedures for Acquiring or Disposing of Assets (Chinese)

    03

    Endorsement Guarantee Operation Procedure (Chinese)

    04

    Procedures for Engaging in Derivative Trading (Chinese)

    05

    Procedures for Loaning Funds to Others (Chinese)

    06

    Employee Code of Ethics and Business Conduct (Chinese)

    07

    Code of Ethical Conduct (Chinese)

    08

    Ethical Corporate Management Best Practice Principles (Chinese)

    09

    Corporate Governance Best Practice Principles (Chinese)

    10

    Procedures for Ethical Management and Guidelines for Conduct (Chinese)

    11

    Sustainable Development Best Practice Principles (Chinese)

    12

    Audit Committee Organizational Rules (Chinese)

    13

    Remuneration Committee Organizational Rules (Chinese)

    14

    Board of Directors Rules of Procedure (Chinese)

    15

    Internal Major Information Processing Procedures (Chinese)

    16

    Operating Standards Related to Financial Transactions Between Related Parties (Chinese)

    17

    Regulations for Establishing Measures of Prevention, Correction, Complaint and Punishment of Sexual Harassment at Workplace (Chinese)

    18

    Weltrend’s Supplier Sustainability Code of Conduct

    Corporate Governance Members and Implementation Status

    There are a total of five people from the President's Office, Finance Department, and Human Resources Department, who are responsible for corporate governance related matters. The Company appointed Ms. Cindy Guo, CFO, as the head of corporate governance through a resolution of the Board of Directors on May 8, 2023. Cindy has the more-than-three-year experience requirement in finance, accounting, and stock affairs management of publicly listed companies. The main responsibilities of the corporate governance manager include providing the information required by directors to perform business, assisting directors in complying with laws, handling matters related to board of directors and shareholders' meetings in accordance with the law, and assisting the board of directors in strengthening their functions and safeguarding the rights and interests of stakeholders.

    Operation Status

    • Develop the agenda of the Board of Directors Meeting and notify directors to attend the meeting and provide meeting materials 7 days before the meeting, so that directors can understand the content of relevant topics before the meeting. If the content of the topic requires interests to be avoided, a prior reminder shall be given. Minutes will be prepared after the meeting and submitted within the statutory time limit. If there are matters that should be announced in accordance with regulations, they should be delivered to the directors and completed within the time limit.
    • Register the date of the shareholders' meeting within the time limit specified by law, prepare and submit meeting notices, procedure manuals, annual reports and minutes within the time limit.
    • Assist the board of directors and shareholders' meetings to smoothly conduct meeting procedures, and remind directors of the regulations they should abide by when implementing formal resolutions of the board of directors.
    • Arrange independent communication meetings between Independent Directors and internal auditors or independent auditors.
    • Evaluate and apply for directors and key officers' liability insurance.
    • Assist directors in their continuing trainings.
    • Handle performance evaluation of the Board of Directors and Functional Committees.

    Communications between the Independent Directors and Internal Auditors or Independent Auditors

    Communication Methods between Independent Directors, Internal Auditors or Independent Auditors

    1. Independent Directors and independent auditors shall hold communication meetings or discussions at least once a year. The auditors shall report the financial statement review or the review results and other communication matters required by relevant laws, and whether there are any major adjusting entries or legal amendments that may affect the accounting situation. If there are major abnormal events, a meeting may be convened at any time.
    2. The Independent Directors and the internal auditor shall hold a communication meeting or discussion at least once a year. The internal auditor shall make a report on the Company's internal audit execution status and internal control operation. If there are major abnormal events, a meeting may be convened at any time.








    Internal Audit

    The purpose of the Company's internal audit is to assist the Board of Directors and managers in inspecting and reviewing internal controls.

    Organization of Internal Audit

    The Company has established an internal audit unit affiliated with the Board of Directors in accordance with the provisions of the "Principles for Establishing Internal Control Systems for Publicly Listed Companies" and is dedicated to internal audit tasks. A full-time internal audit manager and a deputy are set up in according to the company's size, business operations, management needs, and etc. The appointment and removal of the internal audit manager must be approved by the Board of Directors. The main job is to inspect and evaluate the effectiveness of the internal control system, measure the Company's internal operating efficiency, the reliability of financial statements and compliance with relevant laws, and provide timely improvement suggestions to ensure that the entire system can be continuously and effectively implemented. The Company complies with Article 3 of the Code of Corporate Governance Practice in which the appointment, removal, evaluation, and remuneration of internal auditors must be reported to the Board of Directors or signed by the audit manager and submitted to the Chairman of the Board for approval. The Code of Corporate Governance Practice has been disclosed in the corporate governance area of the Company’s official website.


    Operation of Internal Audit

    The Company's internal audit unit formulates an annual audit plan based on the risk assessment results, which has been approved by the Board of Directors. It also performs special audits as necessary to evaluate whether the internal control system design of the Company's nine major cycles and other management operations is sound and reasonable, and whether each department implements it effectively. After the on-site inspection, in addition to preparing working papers and audit reports, the Company also communicates with the supervisor of the inspected unit on the audit results, audits personnel, and tracks improvement actions to ensure the effective implementation of control points. Internal audit unit also regularly reports implementation status and results to the Board of Directors. The internal audit unit urges all units and subsidiaries within the Company to conduct regular self-examination of the effectiveness of the internal control system every year, and reviews the self-inspection reports performed by each unit and subsidiaries to ensure the quality of execution.

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