The shareholders’ meeting is the highest authority of WT, while the Board of Directors serves as the highest governing body. The Board, led by the Chairman who acts as the chairperson, oversees the achievement of the Company’s operational goals, enhances business performance, provides strategic guidance to the management team, and ensures compliance with relevant laws and regulations, thereby safeguarding the best interests of the shareholders.
WT established the “Corporate Governance Best Practice Principles” to strengthen the Board’s functions. Besides emphasizing Directors’ professional knowledge, skills, and qualities, the Company implements a policy of board diversity, which requires that Independent Directors constitute no less than one-third of all Board seats to ensure governance independence and objectivity. Competent Directors are elected at the shareholders’ meeting through a candidate nomination system in accordance with the “Rules for Directors Election.”
Optimizing committee composition to strengthen board governance effectiveness
To optimize the quality of board decision-making and enhance its supervisory functions, four functional committees, including “Audit Committee”, “Remuneration Committee”, “Nominating Committee” and “Sustainable Development Committee”, are established under the Board of Directors based on their respective responsibilities. Each functional committee assists the Board of Directors in reviewing key proposals and submits them to the Board for resolution, thereby ensuring the rigorous implementation of all matters.
In 2019, WT’s Board of Directors approved the appointment of a Corporate Governance Officer, who is responsible for matters related to Board and shareholders’ meetings, as well as assisting Directors in their orientation, continuing training, performance of duties, and compliance with regulations. For detailed information, please refer to the Implementation of Corporate Governance in 2025.
Board diversity and effective operations
WT completed a full re-election of its directors at the 2025 Annual General Meeting, forming the 11th Board of Directors with a total of nine members, including four independent directors (representing 44%). For details on the implementation of the board diversity policy, please refer to the Corporate Governance section on WT’s official website.
The Board of Directors holds at least one meeting per quarter. In 2025, a total of 10 Board meetings were convened, with an overall Director in-person attendance rate of 96.7%, and a 100% in-person attendance rate by Independent Directors. All proposals are rigorously discussed and voted upon in accordance with the 9 categories specified in the “Rules of Procedure for Board of Directors’ Meetings,” including items such as business plans, financial reports, acquisition or disposal of significant assets, amendments to internal controls and key internal regulations, and the issuance of equity-related securities. For details on major resolutions approved by the Board in 2025, please refer to the Major Resolutions under Corporate Governance section on WT’s website.
Composition of WT Board of Directors
Director IndependenceIndependent Director: 4
Director: 5
Director StatusExecutive Director: 3
Non-Executive Director: 6
GenderFemale: 3
Male: 6
Age DistributionAged 51-60: 5
Aged 61-70: 1
Aged 71-80: 3
Article 20 of WT’s “Corporate Governance Best Practice Principles” Basic requirements and values: Gender, age, nationality andculture, etc. It is recommended that female Directors account for one-third of the Board seats.
Professional knowledge and skills: Professional backgrounds (such as law, accounting, industry, finance, marketing or technology), specialized skills, and industry experience, etc. Implementation of conflict of interest avoidance and professional training
To prevent potential conflicts of interest arising from the Chairman concurrently serving as a managerial officer, as well as other Directors with conflicts of interest, WT strictly adheres to Article 15 of the “Rules of Procedure for Board of Directors’ Meetings” regarding the recusal mechanism for Directors with conflicts of interest. WT discloses details of proposals involving Directors’ interests in its annual report, including the content of each proposal, the names of the Directors involved, and the reasons for their recusal to ensure the fairness of decision-making.
Each year, WT arranges for Directors to attend professional training programs offered by external institutions, such as the Securities and Futures Institute (SFI). In addition, the Company irregularly provides updates on corporate governance and regulatory developments to enhance the Board’s operational effectiveness. In 2025, WT held 2 Director training sessions:
Lecture
Course Title
Course Content
Mr. Peter Pu –
Managing Director, BSI NE AsiaRisk Management and Strategic Analysis for Corporate Sustainability It emphasizes that sustainability encompasses three key dimensions—environmental, social, and economic. It emphasizes that enterprises should establish a systematic risk governance framework, from risk identification and assessment to a top-down and outside-in approach, transforming sustainability challenges into strategic opportunities and integrating them into daily operations to enhance competitiveness and long-term value. Dr. Shin-Hui Chen –
Chung-Hua Institution for Economic ResearchOutlook for U.S.-China Economic Relations and Taiwan’s Industry Under Trump 2.0 An analysis of how global political and economic shifts are transforming the traditional “globalization” paradigm into a model centered on national strategic interests, exploring trends in supply chain reshoring and corporate response strategies. The discussion emphasizes that in an uncertain environment, companies must adjust their investment strategies, supply chain layouts, and market approaches to enhance resilience and competitiveness. In addition, Independent Directors actively participated in discussions within various functional committees, fulfilling their professional supervisory roles, and provided specific recommendations to the Board, thereby reinforcing corporate governance practices. For detailed information on the composition of the Board of Directors, the Audit Committee, and other functional committees in 2025, including members’ age ranges, professional backgrounds, terms of service, and concurrent positions in other companies, as well as data on Board meeting attendance, continuing training, and the implementation of conflict of interest recusal, please refer to “Chapter 2: Corporate Governance Report” in WT’s 2025 Annual Report.
Efficient operations of the Audit Committee: Full in-person attendance by all committee members, ensuring rigorous oversight
The Audit Committee is composed entirely of Independent Directors, with four members serving in 2025. Mr. Kung-Wha Ding served as both the convener and chairperson. The Committee convenes at least once per quarter.
The Committee’s responsibilities include facilitating in-depth communication between the CPA and Independent Directors on matters such as audit planning, audit execution, and reviewing results. The Internal Auditing Officer also reports on the implementation status to the Audit Committee at every non-emergency meeting. In 2025, a total of 10 Audit Committee meetings were held, with a 100% in-person attendance rate by all members, fully demonstrating the Committee’s supervisory effectiveness. For further details, please refer to the “Operation of the Audit Committee in 2025.”
Audit Committee Oversight Functions
• Adequate presentation of the Company’s financial statements• Appointment, dismissal, and assessment of the CPA’s independence and competence• Effective implementation of the Company’s internal controls• Compliance with relevant laws and regulations by the Company• Risk management of existing or potential risks faced by the Company
Strengthening executive compensation governance
The Remuneration Committee comprises three Independent Directors and is mandated to provide objective and professional recommendations to the Board of Directors. Taking into account the Company’s operational performance, the Committee supports the Board in implementing and evaluating the Company’s overall compensation and benefits policies. The remuneration of Directors and executive officers is determined and reviewed in accordance with the “Director and Functional Committee Remuneration Payment Guidelines” and the “Regulations Governing Compensation Payment of Executive Officers”, ensuring an appropriate balance between sustainable management and risk oversight. In 2024, both regulations were amended to reflect prevailing practices. In 2025, the Remuneration Committee convened four meetings, with all members attending in person,
achieving a 100% attendance rate. For further details, please refer to the “Operation of the Remuneration Committee in 2025.”
To strengthen the alignment of interests between the management team and shareholders, WT encourages the CEO and Non-Executive Directors (excluding Independent Directors) to maintain long-term and prudent shareholdings in the Company. To this end, the “Regulations Governing the Share Ownership of the CEO and Non-Executive Directors” were formulated and approved by the Board in 2023. Pursuant to these Regulations, the value of shares held by the CEO shall be no less than five times their annual salary, while non-executive Directors are required to retain no fewer shares than one-half of their holdings at the time of appointment. Executive officers are expected to achieve the prescribed share ownership targets within three years of assuming office and to maintain such holdings throughout their tenure. In 2023, WT established the “Compensation and Clawback Policy,” which was formally adopted by the Board. This Policy formally incorporates environmental and social operational performance into the compensation evaluation criteria for the CEO, President, and Vice Presidents, linking such performance to short- and long-term variable compensation, with environmental and social indicators each weighted at 10%. To mitigate the risk of executive officers engaging in behaviors that exceed the Company’s risk appetite in pursuit of higher remuneration, the Policy further stipulates that in the event of misconduct by an executive officer resulting in a material violation of laws or regulations — causing significant risk-related losses or necessitating the restatement of financial statements — the Company reserves the right to recover excess compensation and risk-related losses from current or former executive officers. The content and reasonableness of the aforementioned remuneration, including any amount subject to clawback, shall be reviewed by the Remuneration Committee and submitted to the Board of Directors for deliberation and approval. The remuneration system is periodically reviewed in consideration of the Company’s operating performance and applicable laws and regulations.
Executive compensation for 2025 was determined based on the achievement of annual performance targets. The performance evaluation outcomes, the reasonableness of compensation arrangements, and the implementation of relevant policies were reviewed by the Remuneration Committee and subsequently submitted to the Board of Directors for approval. Looking ahead, the Company will continue to review and refine its executive compensation framework, taking into consideration operational performance, sustainability strategies, and applicable laws and regulations, with the aim of reinforcing the linkage between performance and sustainable value creation, and supporting the Company’s long-term and stable development.
Performance Evaluation Criteria for CEO, President, and Vice Presidents
Applicable to
Performance Indicators
Calculation
Methods
(Weight)
Description
CEO, President, and
Vice Presidents
Key Financial Indicators
60% Evaluated based on the listed financial metrics and compared
against annual plans and multi-year performance:
• Net Operating Revenue
• Gross Profit
• Operating Profit
• Net Income
• EPSDepartmental/
Project Performance
20% Assessed based on the performance and progress of various departments or projects, such as risk management, corporate governance, or information security management.
Environmental
Performance
10% Efforts to advance WT’s environmental sustainability agenda, encompassing carbon footprint reduction and improvements in resource use efficiency.
Social Performance
10% Ongoing initiatives in promoting diversity, equal opportunity, and community contribution.
Note: The weighted results of the above indicators are further adjusted in accordance with individual performance. All compensation decisions are reviewed by the Remuneration Committee and subsequently submitted to the Board of Directors for approval. The compensation framework is reviewed periodically in alignment with operational conditions and applicable regulations to support WT’s long-term sustainability objectives.
In 2025, the ratio of the highest-paid individual’s total annual compensation to the median total annual compensation across all employees — encompassing those employed throughout 2025, including Future Electronics — was 107:1. An analysis of year-over-year compensation growth among employees of the WT Group (including Future Electronics) who were continuously employed in both 2024 and 2025 indicates that the ratio of the highest-paid individual’s compensation change to the median employee compensation growth rate (excluding the highest-paid individual) was -16 times, reflecting a decrease in the highest-paid individual’s total compensation in 2025 against a median employee annual compensation growth rate of 3.24%.
Note: Compensation figures comprise base monthly salary and variable bonus, excluding employee stock trust contributions. To ensure statistical integrity, the median is calculated based solely on employees continuously employed throughout both 2024 and 2025, excluding individuals who joined mid-year in 2024 or departed mid-year in 2025, as their year-over-year compensation change would not be reflective of actual performance outcomes due to partial-year employment.
Strengthening independent functions: Both the Sustainable Development Committee and the Nominating Committee comprise a majority of Independent Directors
The Sustainable Development Committee was established at the end of 2023 to supervise and manage the implementation of sustainable development. The Committee is composed of at least three members appointed by the Board, more than half of whom are Independent Directors. In 2025, in conjunction with the full re-election of the Board of Directors, the committee also completed its term rotation and member reappointment. The committee comprises five members: the chairman of the board, one director, and three independent directors. Director Kerry Hsu serves as the chairperson and convener of the second-term Committee.
Two functional teams were established under the Committee: the Sustainable Development Team, led by Chief Sustainability Officer Willie Sun, and the Risk Management Team, led by Chief Financial Officer Steve K. Lin. These teams work together to integrate risk management mechanisms into the planning, promotion and implementation of sustainability strategies.
The Nominating Committee was also established at the end of 2023 to assist the Board in the fair and transparent selection and evaluation of suitable candidates for directorship, as well as to assess the independence of Independent Directors, and to present a recommended list of candidates to the Board. The Committee shall be composed of at least three Directors appointed by the Board, more than half of whom must be Independent Directors. In 2025, following the full re-election of the Board of Directors, the Committee was reconstituted with three newly appointed members, consisting of the chairman of the Board and two Independent Directors. Independent Director George Chang serves as the chairman and convener of the second-term Committee. The Nominating Committee also assists the Board of Directors in reviewing the performance evaluations of the Board itself, its functional committees, and individual Directors, as well as in planning, supervising and implementing Director development programs.
Performance evaluation of the Board and Functional Committees
WT formulated the “Rules for Board of Directors Performance Assessments” in 2016, which clearly stipulates that the Board shall be evaluated at least once a year, and that its performance must additionally be assessed once every three years by an external, professional, and independent institution or a team of external experts or scholars. The assessment results must be reviewed by the Nominating Committee and then submitted to the Board for discussion, and used as a reference for determining individual Directors’ remuneration and nomination for the Board re-election.
Four Board of Directors Assessment Aspects• ·The Board’s professional competencies• The effectiveness of the Board’s decision-making• The Board’s attention to and supervision of internal controls• The Board’s attitude toward corporate social responsibility
In 2023, the Taiwan Institute of Ethical Business, an external professional institute, was commissioned to assess the Board’s performance.The Institute and its executive experts maintain independence and have no business relationship with WT. The assessment was conducted through document reviews, questionnaires, and on-site interviews with the Directors in four major aspects. Two concrete recommendations were made: (1) Enhance the Independent Directors’ understanding of the operations of overseas subsidiaries and strengthen their interaction with the executives; (2) Continue to implement the Company’s sustainable management goals. The internal and external assessment results were reviewed and approved at the Board meeting held on
February 16, 2024, and listed the recommended items as areas for ongoing improvement in corporate governance. For further details, please refer to “The implementation of external board performance evaluations.”
The execution results of the 2025 internal performance evaluations for Individual Directors, the overall Board of Directors, and each functional committee of WT were approved by both the Nominating Committee and the Board on March 31, 2026. For more details, please refer to “Chapter 2: Corporate Governance Report” in WT’s 2025 Annual Report.
Rigorous internal audits to ensure fairness and impartiality
❙ Independence: The internal audit unit is an independent unit under the Board of Directors and reports directly to the Board. The appointment and dismissal of the Chief Internal Auditor shall be approved by the Audit Committee and resolved by the Board of Directors. The appointment, dismissal, performance evaluation, and remuneration of internal audit personnel shall be handled in accordance with the Company’s Corporate Governance Best Practice Principles. Such matters shall be submitted by the Chief Internal Auditor to the Chairperson for approval, and performance evaluations shall be conducted annually.
❙ Purpose of internal audit:：The purposes of internal audit are to assist the Board of Directors and managers in inspecting and reviewing defects in the internal control systems, measuring 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.
❶ Propose annual audit plans❷ Perform routine auditsPerform special audits
❸ Issue audit reports and track improvement results❹ Present audit reports to the Audit Committee for review❺ Attend Audit Committee and Board of Directors, and present audit plans implementation and resultsStrengthening institutional agility through self-supervision
❙ Internal audit activities:Internal audit work is primarily conducted in accordance with the annual audit plan approved by the Board of Directors. This plan is formulated based on identified risks and includes routine audits. Special audits may be conducted as necessary. After implementing each audit, the Internal Audit 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 audit supervisor shall attend regular Audit Committee and Board meetings to report on the status and results of audit execution.
❙ Self-assessments:All internal departments and subsidiaries are to conduct self-assessments once a year and implement the Company’s self- monitoring mechanism. The design and implementation of the internal control system are adjusted in a timely manner in response to changes in the environment. The self-assessment reports are reviewed by internal auditors, and the self-assessment results and audit discoveries provide a basis for the Board and General Manager to produce Internal Control System Statements.
❙ Management of sustainability information:WT has established an internal control system for the management of sustainability information in accordance with the “Regulations Governing the Establishment of Internal Control Systems by Public Companies”. The preparation of the sustainability report is incorporated into the internal control system for proper oversight and management. In the fourth quarter of 2025, in response to the adoption of the IFRS Sustainability Disclosure Standards, the Company adjusted its internal control system for sustainability. The Company’s management fulfills its duty of care as a prudent administrator to ensure the quality of the sustainability report.
Deepening digital governance and the value of automated
WT’s consolidated net operating revenue was NTD 1