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Corporate Governance

Board of Directors

The board has a supervisory role and a responsibility for maintaining good corporate governance.The Winmate board of directors consists of seven directors and three supervisors who all have professional background knowledge and extensive experience in industry. The board of directors election process follows the standard candidate nomination system. The term of the board is three years after which they will be eligible for re-election.

Board Member List, Major Experience and Educational Background

Title Name Major Experience and Education Background
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, AUS
  • Department of Business Administration, National Taiwan University
Director Kevin Yeh
  • Vice President of Winmate Inc.
  • Master of Computer Science, State University of New York, USA.
  • Department of Information Science, Tunghai University
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
Director Rui Hai Investment Co., Ltd., Representative:Fu-Chieh Chuang
  • Chairman of SPARK Techlogies Inc.
  • Assistant Manager of research and development, AAEON Technology Inc.
  • Master, Carnegie Mellon University, USA.
  • EMBA, National Chengchi University
Director Advantech Co., Ltd., Representative:Wei-Chih Liu
  • Director of Mildex Optical Inc.
  • Manager of Advantech Co., Ltd.
  • John Hopkins Global MBA
  • Department of Physics, National Dong Hwa University
Independent Director Fa-Ta Hsieh
  • Independent Director of Kinpo Electronics, Inc.
  • Representative, Taipei Economic & Cultural office in Singapore
  • Master of Economics, National Chengchi University
Independent Director Tung-Lai Hu
  • Professor ,Department of Business and Management, National Taipei University of Technology
  • Independent Director of ESON Precision Engineering Co. Ltd.
  • Doctor of Business, National Taiwan University
Supervisor Shih-Yang Tsai
  • Chairman, Smart Management Consulting Co., Ltd.
  • Co-founder of Advantech Co., Ltd.
  • Department of Applied Mathematics (Information Dept.), Chinese Culture University
Supervisor Wei-Sheng Wang
  • President of Bonnar Industrial Co.,Ltd.
  • Department of Business Administration, Tamsui Institute of Business Administration
Supervisor Yu-Ching Pang
  • Chairman of Valtec Technology Co.,Ltd.
  • Hujiang High School

Major Board Meeting Resolutions for 2019

Meeting Date Major Resolutions
2019 Jan.
  1. Approved the 2018 budget.
  2. Approved the 2018 managerial officers’ year-end bonus.
  3. Approved to hire certified public accountants.
  4. Approved to amend the company`s internal control management measures.
  5. Approved to extend credit line of bank loans.
2019 Mar.
  1. Approved to issue the 2018 Internal Control System Statement.
  2. Approved the 2018 distributable compensation for directors.
  3. Approved the 2018 distributable compensation for employees.
  4. Approved the 2018 Business Report and Financial Statements.
  5. Approved the 2018 Dividend Distribution.
  6. Approves the nominations of directors and supervisors.
  7. Approved the proposal for release the prohibition on Directors from participation in competitive business.
  8. Approved the date of convening the 2019 Annual General Shareholders’ Meeting, meeting agenda and submission period for shareholder proposals.
  9. Approved to increase investment in TL company in Germany.
2019 May.
  1. Approved to amend the“Regulations Governing Loaning of Funds”
  2. Approved to amend the“Regulations Making of Endorsements/Guarantees”
  3. Approved the“Standard Operating Procedures for Directors' Requests”
  4. Approved the“Duties authorization and agents Rules”
  5. Approved to extend credit line of bank loans.
2019 Jun.
  1. Approved to appoint the members of Remuneration Committee
  2. Approved to appoint the members of Special Committee on Mergers and Acquisitions of the Company
  3. Approved the appointment of Internal Audit Officer
  4. Approved to extend credit line of bank loans.
2019 Aug.
  1. Approved to amend the “Personal Information Protection Operational Rules”
  2. Approved to amend the “Ethical Corporate Management Best Practice Principles”
  3. Approved the “Procedures for Ethical Management and Guidelines for Conduct”
  4. Approved to purchase real estate
2019 Nov.
  1. Approved the appointment of Corporate Governance Officer
  2. Approved to amend the “The Rules for Performance Evaluations of the Board of Directors”
  3. Approved the“Duties authorization and agents Rules”
  4. Approved the 2020 Internal Audit Plan.



Committees

Board of Directors has established the Remuneration Committee in 2011. The functions of the Committee are to professionally and objectively evaluate the policies and systems for compensation of Winmate’s directors, supervisors, and managerial officers, and submit recommendations to the board of directors for its reference in decision making.

The Directors' and Supervisors’ remuneration ratio is recommended by the Remuneration Committee based on results of the annual Board performance evaluation and overall business performance. The remuneration is issued after the approval of the Board of Directors and it is reported to the general shareholders' meeting.


Remuneration Committee Members

Title Name
Independent Director Tung-Lai Hu
Independent Director Fa-Ta Hsieh
External Expert Ming-Chou Hung

Special Committee on Mergers and Acquisitions of the Company


The Committee shall examine the fairness and reasonableness of merger and acquisition plans and transactions. The Company shall further report the results of such examination to the board of directors and shareholders' meeting.


Special Committee on Mergers and Acquisitions of the Company Members

Title Name
Independent Director Tung-Lai Hu
Independent Director Fa-Ta Hsieh
External Expert Ming-Chou Hung



Information Security


Information Security