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Wistron > Investors > Corporate Governance > Corporate Governance report
 
Implementation of Ethical Corporate Management  
 
Integrity is the core value of Wistron's culture. The Company complies with "Ethical Corporate Management Best Practice Principles" and "Codes of Ethical Conduct" that the Board of Director approved. In the "Codes of Ethical Conduct", we clearly define the basic rules that employees must follow and avoid, including the principles and procedures of conflict of interest, Giving Presents and Treats, Legal Political Donations, Charitable Donations.

HR department is responsible for the establishment of the Company's integrity policy and the supervision of enforcement, and report to board of directors each year. All newly hire employees are required to take ethic e-trainings courses and exams on the first day of employment. Managers are also required to take ethical and integrity training once they are assigned as managerial position. The Company promote our ethical standards via our
E-procurement system and the annual vendor conference. The supplier's implementation status is also reviewed every year.

Enforcement of Corporate Governance  
 
Items

Enforcement

Discrepancy and the reason for the discrepancy

Summary Description

1.

Does Company follow "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies" to establish and disclose its corporate governance practices?

 

Wistron has set up "Corporate Governance Best Practice Principles" by Board of Director and made amendment on November 11, 2016, and there is no discrepancy between corporate governance principles.

No discrepancy

2.

Shareholding Structure & Shareholders' Rights

(1)

Does Company have Internal Operation Procedures
for handling shareholders' suggestions, concerns, disputes and litigation matters. If yes, has these procedures been implemented accordingly?

(2)

Does Company possess a list of major shareholders and beneficial owners of these major shareholders?

(3)

Has the Company built and executed a risk management system and "firewall" between the Company and its affiliates?

(4)

Has the Company established internal rules prohibiting insider trading on undisclosed information?

   
(1)

Wistron has designated the Shareholder Service Office to handle the shareholders' proposal and disputes.

(2)

Wistron holds information on the identities of major shareholders and their ultimate controlling persons.

(3)

Wistron has established the appropriate risk control mechanisms and firewalls according to internal rules, such as rules of supervision over subsidiaries, rules governing endorsement and guarantee, loaning of funds and the rules governing acquisitions and dispositions of assets etc.

(4)

Wistron enacted "Regulations on Insider Trading" to prevent any illegal activities in terms of insider trading.

No discrepancy

3.

Composition and Responsibilities of the Board of Directors

(1)

Has the Company established a diversification policy for the composition of its Board of Directors and has it been implemented accordingly?

(2)

Other than the Compensation Committee and the Audit Committee which are required by law, does the Company plan to set up other Board committees?

(3)

Has the Company established methodology for evaluating the performance of its Board of Directors, on an annual basis?

(4)

Does the Company regularly evaluate its external auditors' independence?

   
(1)

Wistron has set the diversification policy of the board of directors in "Corporate Governance Best Practice Principles". All members of the Board of Directors have professional background (e.g., law, accounting, industry, and finance), professional skills, and industry experience.

(2)

Wistron may create other functional committees according to the article 12 of Articles of Incorporation,. Except for Audit Committee and Compensation Committee, our Company has set up a Corporate Sustainability and social Responsibility Implementing Committee, which the COO is serving as chairperson of the committee, and will report the implementation status and results to the Board.

(3)

Wistron has established "Rules for Board of Directors Performance Assessments" on November 11, 2016. The Company had completed the performance evaluation of Board of Directors for the period from January 1, 2016 to December 31, 2016, including self-evaluation by individual board members and the internal evaluation of the board. The assessment fee in the questionnaire shall be deemed to be the achievement of the project. If the rate is over 90% (inclusive), it shall be "exceed the standard". If the rate is over 80% (inclusive) or less than 90% ; When the rate is less than 80%, it is "still strong". Upon completion of the above procedures, the results of the 2016 Board of Directors' performance evaluation are "exceed the standard".

(4)

The evaluation of CPA is one of the main duties of the Audit Committee each year. Wistron evaluates the independence of CPA based on KPMG's Statement of Independence and items stated in Certified Public Accountant Act and "Integrity, Objectivity and Independence.", No.10 of "The Bulletin of Norm of Professional Ethics for Certified Public Accountant of the Republic of China".

No discrepancy

4.

Does a TWSE/TPEX listed company set up a full/part-time corporate governance unit or personnel to be in charge of corporate governance affairs including, but not limited to, providing directors and supervisors with required information for business execution, handling relevant matters with board meetings and shareholders meetings according to the laws, processing corporate registration and amendment registration, and preparing minutes of board meetings and shareholders meetings?

 

The Chief of Staff Office of the Company is the unit to be in charge of corporate governance affairs and designate the top supervisor of Chief of Staff Office to be in charge of supervision.
It is advisable that the corporate governance affairs mentioned in the preceding paragraph include at least the following items:

(1)

Handling corporate registration and amendment registration.

(2)

Handling matters relating to board meetings and shareholders meetings according to laws, and assisting the company with compliance with laws and regulations governing such meetings.

(3)

Producing minutes of board meetings and shareholders meetings.

(4)

Furnishing information required for business execution by directors, and updating them on developments of laws and regulations relating to the operation of the company in order to assist them with legal compliance.

(5)

Affairs relating to shareholders.

(6) Other matters set out in the articles or corporation or contracts.

No discrepancy

5.

Whether the company has established channels of communication with Stakeholders (including but not limited to shareholders, employees, customers and suppliers), and open the Stakeholders section on the company's website, and respond appropriately to Stakeholders' interests/ concerns regarding corporate social responsibility.

 

We have also designated a stakeholder section on the corporate website to address our corporate sustainability and social responsibility activities and any other issues.

No discrepancy

6.

Has the Company appointed a professional registrar for its Shareholders' Meetings?

 

Our Company has designated the Office of Shareholders' Affairs to handle the shareholders' proposal and disputes.

No discrepancy

7.

Information Disclosure

(1)

Has the Company established a corporate website to disclose information regarding its financials, business and corporate governance status?

(2)

Does the Company use other information disclosure channels (e.g. maintaining an English-language website, designating staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)?

 

 

(1)

Wistron has set up a website containing the information regarding financials, business and corporate governance status

(2)

Wistron has one chief spokesman and one acting spokesman and also designated a team to be responsible for gathering and disclosing the infor


No discrepancy

8.

Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (e.g. including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors'training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors)?

 

Wistron emphasizes on the importance of employee benefits and rights, we not only comply with related laws and regulations, but also provide different kinds of benefits exceeding local legal requirements to meet employees' needs. To ensure that employees understand their rights and benefits, all relevant regulations and procedures are disclosed on company's internal website. In addition, Wistron is a member of the Electronics Industry Citizenship Coalition (EICC), we strictly comply with EICC's Code of Conduct and are committed to fulfilling social responsibilities, protect employees' rights and include them as part of our daily business practice.

Investor Relations: The objective for managing investor relations is to provide the latest information of the company to global investors. The company can communicate directly to global investors, enhance the transparency of financials and corporate governance and build up the reputation through it.

Stakeholders Relations: To different circumstances, the company has investor relations, public relations, legal departments, etc. to communicate with stakeholders and the company website contain all the contact information of all above mentioned departments.

No discrepancy

9.

Please indicate the improvement of the results of the corporate governance evaluation issued by the Company's Center for Corporate Governance in the last year of the TWSE and provide priority measures and measures for those who have not yet improved.

(1)

On December 2, 2016, Wistron commissioned Taiwan Corporate Governance Association of to hold a course on "Attack and Defense - M & A and Litigation" and invited all the directors to participate.

(2)

Wistron amended the "Codes of Ethical Conduct" on 11 November 2016 to establish and disclose the reporting system for unlawful (including corruption) and unethical conduct within and outside the company.

(3)

Through the Audit Committee, Wistron has established a communication channel between independent directors and internal audit and accountants, and has disclosed its communication methods, events and results to the website of the Company.

(4)

On November 11, 2016, Wistron's Board of Directors approved the "Rules for Board of Directors Performance Assessments" and had completed the performance evaluation of Board of Directors for the period from January 1, 2016 to December 31, 2016.

No discrepancy

Extracted from Wistron 2016 Annual Report.
 
 

 

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