Organization and Governance Policy

ESG Committee

The Company established the ESG Committee in 2016. The committee is chaired by Steve Chen, Director and President, and its main responsibilities are to propose and implement policies or systems for the implementation of corporate governance, development of a sustainable environment, and maintaining social welfare. The committee consists of five sustainability-related task forces for corporate governance, humanistic care, innovative technologies, sustainable environment, and company value chain. The committee is responsible for establishing policies, goals, and organizing related activities to fulfill our responsibility to sustainability. The leader of each promotion team is usually the head of a center or division. The team's members are composed of relevant business departments, whose supervisors act as representatives in the committee. Complete documents are prepared at the end of each year and reported to the Board of Directors: 1. Review the effectiveness of ESG operations; 2. Identify material topics, management approaches, and set implementation goals for the year.

Corporate Sustainability Philosophy

Corporate Governance Promotion

Regulation:WIN, by establishing the "Corporate Governance Best Practices Principles," promotes a sound corporate governance system, protects shareholders' interest, strengthens the functionality of the Board of Directors, and improves information transparency. WIN has established an effective corporate governance framework with functional committees under the Board of Directors, including the Audit Committee and Compensation Committee, to assist the Board of Directors by providing professional recommendations for governance.

Corporate governance supervisor:The Board of Directors approved the appointment of corporate governance supervisor on May 14, 2019. The positions are held by assistant vice presidents with at least three years of experience in legal affairs. The main responsibilities are to provide directors with necessary data for performing duties, assisting directors with regulatory compliance, and handling matters of Board meetings and shareholders' meetings in accordance with the law.

Major work was as below:

  • 1. Acting as the secretary of the Board and the major contact between the Directors and the Company.
  • 2. Assisting Directors to performing their duties and provide meeting materials information as they deem necessary as well as to help the communications between Directors and internal officers.
  • 3. Providing continuing educations information to Directors and arranging training courses for them.
  • 4. Assisting the arrangement the communication affairs between Audit Committee members, external CPAs and chief of internal auditor.
  • 5. Setting up the Board meetings agenda, call the meetings and providing meetings materials. Reminder the director for rescue in advance if there is any conflict interests matter. Providing meeting minutes within 20 days after the Board meeting.
  • 6. Assisting shareholders’ meeting affairs.

Education/training records:

Date Host by Course Title Hours
06/07/2023 Taipei Exchange 2023 Taipei Exchange ESG Elite Seminar 3
08/11/2023 Corporate Operating and Sustainable Development Association Internal Investigations-How to Avoid New Risk Lifted by ESG 3
11/09/2023 Corporate Operating and Sustainable Development Association Global Trends and Business Opportunities for Low-carbon Economy and Corporate Innovation 3
12/15/2023 Corporate Operating and Sustainable Development Association Compliance Practices of the Board of Directors and the Legal Responsibilities of Directors and Supervisors, and Case Studies 3
12/20/2023 Corporate Operating and Sustainable Development Association Business Integrity and Criminal Breach of Trust: Theory and Practice 3
Total number of course hours in 2023 15

Promotes a Culture of Integrity

Regulation:"Corporate Governance Best Practice Principles", "Ethical Corporate Management Best Practice Principles", "Guidelines for the Code of Ethical Conduct" , "Procedures for Ethical Management and Guidelines for Conduct","Management Procedures for Material Inside Information and Preventing of Insider Trading", "Procedures for Handling Whistleblower Cases" and "Anti-Corruption Policy".

Responsible unit:WIN shall designate the Human Resources Division as the responsible unit and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, and periodically submits a written report on the implementation status to the Board of Directors.

The responsible unit is to be in charge of the following matters:

  • 1. Assisting in incorporating ethics and moral values into the Company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
  • 2. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company's operations and business.
  • 3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
  • 4. Promoting and coordinating awareness and educational activities with respect to ethics policy.
  • 5. Developing a whistle-blowing system and ensuring its operating effectiveness.
  • 6. Assisting the Board of Directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
Item 2023 Objectives 2023 Performance Status 2024 Objectives 2030 Objectives
1. Penalties for violations of the ethical corporate management policy by Company employees 0 penalties 0 penalties Achieved 0 penalties 0 penalties
2. Completion of training on the ethical corporate management culture and policy 99.5% and above 99.97% Achieved 99.5% and above 100%

Persons and hours of anti-corruption training

Course Issue Course enrollments Course length (hours) Total training hours
Corporate Governance 2 4.5 4.5
Culture of Integrity 3,029 0.5 1,514.5
RBA and Corporate Social Responsibility Statement 3,153 1.5 1,638.5
Total 6,184 6.5 3,157.5

Proportion of employees that passed anti-corruption courses based on employee categories

Employee category Number of employees that completed training Total number of people Percentage of employees that completed training
Governance Unit(President and above) 5 5 100%
Managers 388 388 100%
Professionals 1,378 1,379 99.93%
Technicians 1,258 1,258 100%
Total 3,029 3,030 99.97%

Reporting Procedures and Channels

Procedures for Handling Whistleblower Cases

Implementation Status of Prevention of Insider Trading

Regulation:"Corporate Governance Best Practice Principles" and "Management Procedures for Material Insider Information and Preventing of Insider Trading".

Article 10 of "Corporate Governance Best Practice Principles":To protect its shareholders' rights and interests and ensure their equal treatment, the Company shall adopt internal rules prohibiting company insiders from trading securities using information not available to the market.
It is advisable that the rules mentioned in the preceding paragraph include stock trading control measures from the date insiders of the Company become aware of the contents of the Company's financial reports or relevant results. Including prohibition of Directors from trading securities during a blackout period, which are 30 days before the announcement date of its annual financial report and 15 days before the announcement date of its quarterly financial reports.

Article 6 of "Management Procedures for Material Insider Information and Preventing of Insider Trading":The Company's insiders shall exercise the due care and fiduciary duty of a good administrator and act in good faith when performing their duties, and shall sign confidentiality agreements. No insider with knowledge of material inside information of the Company may divulge the information to others.
No insider of the Company may inquire about or collect any non-public material inside information of the Company not related to their respective duties from a person with knowledge of such information, nor may they disclose to others any non-public material inside information of the Company of which they become aware for reasons other than performance of their duties.

Status of the Operations
1. The Company conducts education and publicity on insider trading prevention and related laws for current directors and employees at least once a year. New directors and managers will participate in education and publicity on insider trading prevention arranged by external training institutions after taking office. New employees will be promoted by personnel during pre-employment integrity training.
2. When setting up the regular board meeting for the following year, a board meeting calendar is also prepared to inform all directors, including publicizing the prohibition of insider trading, and reminding directors not to conduct transactions thirty days before the announcement of the annual financial statement, and ten days before the announcement of the quarterly financial statement, trading in its shares during the five-day closed period.

Risk Management

The Board of Directors of WIN is the highest management unit of the Company. With the assistance of the Audit Committee & Risk Management Committee, the Board controls and manages the existing or latent risks of the Company, including establishing internal control systems and implementing internal auditing. WIN has established a Risk Management Steering Center, with the chairperson of the ESG Committee as the convener. A task group is formed with the heads of each responsible unit, which is responsible for promoting and supervising the work of each risk management group and formulating the "Risk Management Policies and Operating Procedures". After the policies and procedures are approved by the Board of Directors, they are adopted as the principles for risk management, and the implementation status is reported to the Board of Directors at the end of each year.

The duties of the Risk Management Steering Center are as follows:

I.

Formulate risk management policies and procedures.


II.

Stipulate the risk appetite (risk tolerance) and establish qualitative and quantitative measurement standards.


III.

Analyze and identify the Company's risk sources and categories, and regularly review their applicability.


IV.

Compile and submit risk management implementation reports to the Board of Directors regularly (at least once a year).


V.

Assist and supervise the execution of risk management activities.


VI.

Coordinate cross-departmental interaction and communication for risk management operations.


VII.

Plan risk management-related training to enhance overall risk awareness and culture.

The responsible units in the risk management organization proposed 68 risk factors in 2023.

There was no item in need of immediate improvement identified in the 2023 evaluation, and the responsible departments have put forward mitigation measures for those requiring improvement, with the plan's efficacy being reviewed annually in light of actual circumstances.

WIN established regulations for "Emergency Response Plan" to reduce possible environmental impact, personnel injury, and loss of equipment and properties caused by potential accidents. They include procedures for processing gas leaks, fires, irregular scents, leaks of chemicals, earthquakes, other natural disasters, and power blackouts. The EHS Department is responsible for organizing emergency response training in the fabs and we use regular drills to familiarize employees with emergency response measures, reporting procedures, and the command system.

Sensitivity Analysis and Stress Test

WIN conducts sensitivity analysis and stress tests for risk items including financial issues such as exchange rate and interest rate fluctuations, labor shortage, instant voltage drop by TPC, and information security risks. For details on stress testing related to climate change, please refer to the Climate Action section.

Information Security

Purpose: The advancement of technology has made information security management increasingly complex. In the face of a variety of daunting challenges, WIN remains steadfast in safeguarding information security, actively implementing an information security management system within the organization to protect the confidentiality, integrity, and availability of information assets to ensure sustainable business.

Information Security Governance Organization

  • Steve Chen, the General Manager of Corporate Administration, has been appointed as the Chief Information Security Officer (CISO) of the company, reporting directly to the Board of Directors on matters related to Information Security Management performance and achievements. Additionally, an Information Security Management Committee has been established with Steve Chen as its Chairman. The Information Security Management Committee was established, with members appointed by the heads of the Auditing Department, the Legal Affairs & Public Relation Department, the Procurement Department, the Information Technology Department, EPI manufacturing BU, Global Service BU, Wafer Manufacturing BU, Technology Development and Strategic Marketing BU, Quality Assurance BU and President Office.
  • The committee is responsible for ensuring that the information security policies are in line with the company's strategy, coordinating the resources required for information security work, and overseeing the effective implementation of information security policy objectives and measures, as well as the overall operation and implementation of the information security management system.
  • In order to drive various information security operations, including enhancing employee information security awareness, assessing and mitigating information security risks, auditing internal and external information security management systems, coordinating information security work across departments, and continuously improving information security management systems, the Company has established a dedicated information security management department called the Cyber Risk Management Office, with the office head serving as the General Director of the Information Security Task Force.
  • To guarantee the smooth operation of the information systems and ensure information security, the department head of the Information Department has been designated as the leader of the Information Security Incident Reporting and Handling Team, the department head of the Information Risk Management Department has been designated as the leader of the Information Security Team, and the head of the Audit Department has been designated as the leader of the Information Security Audit Team. Additionally, the Audit Department will include information security in the annual audit and report the results to the Audit Committee and Board of Directors to ensure the effectiveness of the information security management system.

Information Management Strategy and Framework

Specific Management Plans

With the commitment and support of our management, we have adopted a cyclical operation mode called "Plan-Do-Check-Act" (PDCA) to establish an information security management system and maintain its effective operation and continuous improvement.
● Plan: Instituting an information security organization to oversee potential threats and vulnerabilities, organize risk assessments, and develop control mechanisms to establish an effective information security management system.
● Do: Enforcing the control mechanisms of the information security management system.
● Check: Overseeing the implementation of all tasks as required by the information security management system and auditing their efficacy.
● Act: Formulating and implementing corrective actions in accordance with the results and recommendations of the monitoring and audit processes to ensure the sustainable operation of the information security management system.



Information Security Progress and Results

ISMS Certifications

Following the guidence of the new Information Security Management System, WIN continues to improve our information security policies and execution of specific management plans, and has obtained ISO/IEC 27001:2022 certification verified by accredited body.

IS Certification

ISO 27001 Certification

Intellectual Property

Regulation: “Intellectual Property Rights Management Regulations”.

1. Intellectual Property Rights Management Plan
As a leader of compound semiconductors in Taiwan, WIN is committed to the development and innovation of 5G/6G, key optical component technologies, and advanced manufacturing processes, which will achieve the Company's competitive edge in wireless communication, key optical components technologies, and semiconductor wafer fabrication sectors. We continue to obtain high-quality patents in key technical fields and ensure that the acquisition, protection, maintenance, and utilization of intellectual property comply with relevant regulatory requirements to avoid intellectual property infringement. We established the Intellectual Property Rights Management Regulations to manage the acquisition, maintenance, and utilization of patents, trademarks, publications, and trade secrets.
We have established an Intellectual Property Management Committee to encourage colleagues to invent and innovate. The issuance of awards to colleagues whose intention are disclosed or patents are allowed encourages the submission of R&D achievements converting into intellectual property rights such as patents, trade secrets, and papers. A system for evaluating intellectual property rights has been established in the Company, whereby the patent engineers evaluate patentability of each proposed intellectual property and ensures that the proposed content does not infringe others' patents or contractual agreements before the Intellectual Property Management Committee decides whether to apply for a patent or to classify it as a trade secret. Furthermore, WIN leverages its patent portfolio to strengthen its overall IP property competitive advantages, and uses a trade secrets management system to effectively document, maintain, and utilize its intellectual property assets, thereby elevating its competitive position in the areas of wireless communication and optical semiconductor wafer manufacturing.

2. Status of the Operations

  • ● Amendment to the Intellectual Property Rights Management Regulations in December 2019.
  • ● Promoted the policy of Trade Secrets for all employees in December 2022
  • ● Promoted the policy of Intellectual Property Rights for all employees in December 2023.
  • ● Present the status of the Intellectual Property to the Board of Directors on December 29, 2023.
  • ● 204 patents were obtained as of the end of 2023.

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Organization and
Governance Policy