CORPORATE GOVERNANCE

Focus on risk management

Strive for self-monitoring to align with the times
WT has established a corporate governance structure to manage its business in accordance with the ROC Company Act, the Securities and Exchange Act and other relevant laws and regulations. We aim to pursue the long-term interests of our shareholders by enhancing corporate performance and accountability and by balancing the interests of our stakeholders.
Under the Board of Directors are an Audit Committee, a Remuneration Committee and a Risk Management Committee. The Risk Management Committee is composed of three independent directors, the Chairman and the CFO, and is responsible for submitting risk management-related proposals to the Board of Directors for discussion.

The Board of Directors is the highest governing body of WT. The ninth term of the Board was elected on 21 June 2019 for a term of three years and consists of seven directors who pursue a policy of diversity to strengthen the development of corporate governance. Three of the Board members are independent directors (42.86% of all directors are independent directors) and three of the Board members are women (42.86% of all directors are women). Two of the directors are employees (28.57% of all directors are employee directors). In addition, all directors of the Board are currently aged 50 or above.

The Board of Directors meets at least once a quarter to monitor the achievement of the Company’s operational goals and performance, provide strategic guidance to the management team, and supervise the Company’s compliance with laws and regulations to ensure the best interests of shareholders. In fiscal 2021, 12 Board of Directors meetings were held with an average attendance rate of 98.8% for all directors and 100% for independent directors. For information on the diversity of the Board of Directors, the Audit Committee, the Remuneration Committee and the Risk Management Committee, including their members, age range, experience and tenure, as well as information on the actual attendance rate of the Board of Directors, the status of continuing education and the implementation of the recusal of interests, please refer to the “Third. Report on Corporate Governance” in WT’s 2021 Annual Report.

100% attendance of Audit Committee members in person

The Audit Committee was established on June 21, 2019 and consists of all three independent directors, two of whom have accounting or financial expertise, to assist the Board of Directors in overseeing the fair presentation of the Company’s financial reports, the effective implementation of the internal control system, compliance with relevant laws and regulations, and the management of existing or potential risks. The Audit Committee meets at least quarterly, and the accountants communicate and interact with the independent directors from audit planning to audit or review results during the year. The Internal Audit Officer reports to the Audit Committee at each regular meeting of the Board of Directors on the performed of the audit. Whether the internal audit officer or the accountants can contact with independent directors directly. The Audit Committee held 10 meetings in fiscal 2021, with 100% attendance of all members in person.

The fourth term of Remuneration Committee is composed of two independent directors and one independent member. The purpose of the Committee is to make objective and professional recommendations to the Board of Directors, taking into account the Company’s operational performance, and to assist the Board of Directors in implementing and evaluating the Company’s overall compensation and welfare policies. In addition, the remuneration of directors and managers is determined and reviewed in accordance with the “Procedures for Remuneration of Directors and Functional Committee Members” and “Remuneration for Managers” as necessary to strike a balance between sustainable management and risk control. 7 meetings were held in fiscal 2021, with an average attendance rate of 85.71%(note) of all members.

Performance evaluation of the Board and functional committees

In order to implement corporate governance and enhance the functions of the Board of Directors, and to establish performance targets to strengthen the operational efficiency of the Board of Directors,WT has formulated the “Rules for Board of Directors Performance Assessments” in 2016, which stipulates that the Board of Directors and functional committees shall conduct internal self-evaluation on a regular basis every year and be evaluated by an external independent institution or an external team of academic experts at least once every three years. The evaluation results shall be reported to the Board of Directors, and the evaluation results shall be used as reference for the payment of individual directors’ remuneration and the nomination of directors for re-election.

Rigorous internal auditing to ensure fairness and impartiality

In WT Microelectronics, the Internal Audit Department (referred to as ″the Department″ hereunder) is an independent unit under the Board of Directors. A total of three full-time Internal Auditing Officer and his/her affiliated auditors are allocated. The appointment and dismissal of the company’s Internal Audit Supervisor are approved by the Audit Committee and passed by the Board of Directors. The appointment/dismissal, evaluation/review, salary/compensation of internal auditors of the Company are handled in accordance with the Corporate Governance Best Practice Principles ,shall be submitted by the Chief Internal Auditor to the Board Chairperson for approval and to evaluation and review at least once a year.

The purpose of internal audits is to assist the Board of Directors and managers in inspecting and reviewing defects in the internal control systems, measure operational effectiveness and efficiency, and to make timely recommendations for improvements to ensure the sustained operating effectiveness of the systems and to provide a basis for review and correction.

Implement self-monitoring, strengthening the system’s responsiveness

The Department shall implement regular auditing based on the annual audit plan,which is passed by the Board of Directors and based on the identified risks. The Department shall also implement special audit plans separately based on actual needs. After implementing each audit, the Department shall present the audit reports and follow-up reports, and submit them for review by the Audit Committee before the prescribed statutory date. The officer of the Department shall attend and deliver a report on the situation of each audit plan to a regular board meeting.

The Department shall supervise all internal departments and subsidiaries to conduct self-assessments once a year and implement the company’s self-monitoring mechanism. The Department shall adjust the design and implementation of the internal control system in a timely manner in response to changes in the environment.The Departments shall review the self-inspection reports and evaluate the overall efficacy of all internal control systems to serve as the primary basis for the Board of Directors and General Manager to produce Internal Control System Statements.

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