|Company Name||GlobalWafers Co., Ltd.|
|Principal Activities||Research, develop and design on semiconductor ingots/wafers|
|Date of Establishment||2011-10-18|
|Date of Listing||2015-09-25|
|Principal Office||No. 8. Industrial East Road 2. Science-Based Industrial Park, Hsinchu, Taiwan, R.O.C.|
|Number of Employees|
|Stock Transfer Agent||Yuanta Securities Co.,Ltd Registrar & Transfer Agency Dept.|
|Fax||+886-3-578-1706 / +886-3-5790405
|Chairperson||Hsiu-Lan Hsu (Miss)|
|President||Mark England (Mister)|
|R&D VP||Wen-ching Hsu (Mister)|
|Manufacturing VP||Wen-ching Hsu (Mister)|
|Logistics VP||Wei-Wen Chen (Mister)|
|Procurement VP||Ching-Wen Chou (Miss)|
|Chung-Wei Lee (Mister)|
|Sales VP||Sheng-Hsiung Hung (Mister)|
|CFO||Ming-Hui Chien (Mister)|
|Accounting Manager||Yu-Ting Lo (Miss)|
Information on the Selection of Directors
Diversity Policy for the Board Members
The composition of the board of directors has taken diversity into consideration and formulating an appropriate policy on diversity based on the company’s business operations, operating dynamics, and development needs. It is advisable that the policy include the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience
All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
- Ability to make operational judgment
- Ability to perform accounting and financial analysis
- Ability to conduct management administration
- Ability to conduct crisis management
- Knowledge of the industry
- An international market perspective
- Ability to lead
- Ability to make policy decisions
|POSITION||NAME||MAJOR EDUCATION||WORK EXPERIENCE|
|Chairman & CEO||Doris Hsu (Hsiu-Lan Hsu)||Master degree in Computer Science, University of Illinois||Executive vice president of Sino-American Silicon Products Inc.|
|Sino-American Silicon Products Inc. Representative Director||Ming-Kuang Lu||Honorary doctorate of Science in National Chiao Tung University||President of Lite-On Semiconductor Corp.
President of Vishay Lite-On Power Semiconductor Corp.,
Vice President of Silitek Corp
|Sino-American Silicon Products Inc. Representative Director||Tan-Liang Yao||MBA degree, Tamkang University||Assistant vice president at Lite-On Semiconductor Corp.
President of Sino American Silicon Products Inc.
|Director||Kuo-Chow Chen||Nan Ying Vocation High School||Chairman of Nan‐Hai Optoelectronics Technology Co. Ltd.
Director of COTA Commercial Bank
|Independent Director||Jeng-Ywan Jeng||Ph D. in Engineering of the University of Liverpool||President, College of Engineer, National Taiwan University of Science and Technology
Distinguished Professor, Department of Mechanical Enginering, National Taiwan University of Science and Technology
|Independent Director||Chung-Yu Wang||Advanced Management Program, Harvard University||Director of CX Technology Corporation
Director of Curiemed Corporation
|Independent Director||Ming-Ren Yu||MBA from New York University||Vice President of Elite Material Co., Ltd.|
The Audit Committee helps to supervise the following items:
- Appropriate description of the financial report of the company
- New appointment, conge, qualification, independence and credit of CPA
- Effective implementation of the internal control
- Abidance of relevant laws and regulations
- Existing and potential risks management
The Remuneration Committee helps the Board to execute and evaluate overall remuneration and welfare policies, as well as remunerations of directors and managers.
Three independent directors constitute Remuneration Committee and convene at least two meetings a year.
With authorization from the board of directors (below, “the board”), the Nominating Committee shall consist of at least three directors elected by the board, which more than half of whom shall be independent directors, and exercise the due care of a good administrator to faithfully perform the following duties and shall submit its proposals to the board for discussion:
- Finding, evaluating and nominating candidates for directors and senior executives based on standards of independence and a diversified background covering the expertise, skills, experience, gender, etc.
- Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee and each director as well as the independence of the independent directors.
- Establishing and reviewing programs for director continuing education and the succession plans of directors and senior executives.
- Executing other resolutions that the board assigns.
Chairperson , Hsiu-lan Hsu, is the convenor of the Nominating Committee and has expertise in management, mergers and acquisitions, and corporate governance. As the result, she is in line with the professional capabilities required by the Committee.
The Company has set up Sustainability Development Committee in 2017/6/16 to execute environmental protection, corporate governance and social responsibility (including enterprise ethical management). Chairperson services as committee leader and committee members are assigned from all functional organizations. Policy and performance are reported periodically to the BoD by committee leader in the pursuit of corporate development as well as social responsibility.
GWC follows Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies, by which to
- protect shareholders’ rights and interests;
- strengthen the powers of the board of directors;
- fulfill the function of audit committee;
- respect stakeholders’ rights and interests; and
- enhance information transparency.
1. Board of Directors
The number of the board members has been properly determined by reviewing the scale of corporate management and operation and the shareholding of the major shareholders and taking into consideration of the practical needs for operation. While installing independent directors, it shall take into account the reasonable professional composition of the directors and the objective requirements for their duties independently. Clear distinctions have been drawn between the responsibilities and duties of the chairman of the board and those of the president. Positions have been fulfilled by different executives.
2. Audit Committee
GlobalWafers has set up the audit committee. members of the audit committee can communicate with GlobalWafers’ employees, shareholder and related person through the board meeting, shareholder meeting and audit reports, among other channels.
Chief Corporate Governance Officer
GlobalWafers’ Chief Finance Office (who has more than three years of experience in finance, stock affairs and deliberations of the public company) is assigned to be the Chief Corporate Governance Officer, and shall be responsible for leading and supervising the President’s Office in the handling of corporate governance-related matters and providing support to directors, and the terms of reference include:
1. Handling matters related to meetings of the Board of Directors and shareholders’ meetings in accordance with the law.
2. Producing minutes of the board of directors and shareholders’ meetings.
3. To assist the Directors in their appointment and ongoing education.
4. Providing the information required by the directors to carry out their business.
5. To assist directors in complying with the ordinance.
6. Other matters as stipulated in the Articles of Incorporation of the company.
Status of Continue Education Implementation by Chief Corporate Governance Officer
Corporate Social Responsibility Policy :
Status of Corporate Social Responsibility Implementation
Ethical Corporate Management Best Practice Principles :
Status of Ethical Corporate Management Implementation
Statues of Other Corporate Governance Implementation
The Purpose of Internal Audit
Internal Audit Organization
Internal Audit is under the board of directors. Any appointment or discharge of internal audit manager shall be approved by the Board of Directors, and be reported to the SFB for recordation via the Internet-based information system by the 10th day of the month next following. The appointment, removal, salary, remuneration, evaluation, reward and punishment of internal auditors shall be signed by the audit director and approved by the Chairperson of the Board in accordance with the provisions of the Company’s “Delegation of Authority”. There is one audit supervisor in the current configuration as well as several auditors.
Internal Audit Implementation
- Next year’s audit plan by the end of each fiscal year shall be submitted before the end of each fiscal year.
- Previous year’s internal auditor’s basic information together with their training hours received shall be submitted within one month from the end of each fiscal year
- The execution of previous year’s annual audit plan shall be submitted within two months from the end of each fiscal year
- Previous year’s Internal Control System Statement shall be submitted within four months from the end of each fiscal year
- Corrections of previous year’s any defects and irregularities of the internal control system discovered shall be submitted within four months from the end of each fiscal year
A: Date of establishing: 2011-10-18
Data of listing: 2015-09-25
A: The information is available at the Financial Releases section
A: GWC's stock is coded 6488.
A: The information is available at the http://mops.twse.com.tw/
A: The information is available at the Shareholder Services section
A: For more stock price information, please visit http://www.tpex.org.tw/web/ or the Stock Quote section
A: The information is available at http://mops.twse.com.tw/