WINSTAR set up the corporate governance system, implementing and abiding by relevant laws and regulations in order to protect shareholders' rights, achieve shareholder equality, strengthen the functionality of the Board of Directors, improve information transparency, and carry out corporate social responsibilities. Meanwhile, by establishing an effective corporate governing structure, WINSTAR can enhance management and operation, thereby increasing competitiveness. Our Board of Directors is competent in the following aspects:
▸ List of Directors
|Job Title||Name||Education/ Work Experience|
|Chairman||Yu-Pin Liao (Venson)||Ph.D. in Business at Fengchia University
Incumbent President of WINSTAR
|Representative Director of Legal Corporate||Jastar Investment Co., Ltd.
Yao-Wen Tsai (Peter)
|EMBA at National Chunghsing University
Incumbent Vice President of WINSTAR
|Representative Director of Legal Corporate||Kenstar Investment Co., Ltd.
|English Department of Tamkang University
Special Assistant of RAYSTAR
|Independent Director||Hsiang-Tsai Chiang||Ph.D. in Accounting and Information Management at Nova Southeastern University in the US
Dean of Fengchia University Business School
|Independent Director||Ming-Shih Chiu||Ph.D. in Structural Engineering at Leeds University in the UK
Managing Director of Formgen Construction Company
|Independent Director||Yen-Jen Chang||Ph.D. in Computer Science and Information Engineering at National Taiwan University
Professor of the Department of Computer Science and Engineering at National Chunghsing University
|Independent Director||San-Shan Hung||Ph.D. in Electrical Engineering at the National Taiwan University of Science and Technology
Professor of Information and Electrical Engineering College
▸ Directors’ Biographies※Note：● Capable；○Partially Capable
||Identified as Employee||Tenure Of Independent Director||Professional Ability|
|41-50 Years Old||51-60 Years Old||61-70 Years Old||3 Years||Operational Judgment||Business Management||Decision-making and Leadership||Industry Knowledge||Financial Accounting||Global Perspective|
|Chairman||Yu-Pin Liao (Venson)||●||Male||●||●||●||●||●||●|
|Representative Director of Legal Corporate||
Jastar Investment Co., Ltd.:
|Representative Director of Legal Corporate||Kenstar Investment Co., Ltd.:
|Independent Director||Hsiang-Tsai Chiang||●||Male||●||●||●||●||●||○|
|Independent Director||Ming-Shih Chiu||●||Male||●||●||●||●||●|
|Independent Directo||Yen-Jen Chang||●||Male||●||●||●||●||●||○|
|Independent Director||San-Shan Hung||●||Male||●||●||●||●||●||○|
▸Succession Planning for the Board Members and the Key Management
With the goal of sustainable development, WINSTSR has a mature election system and succession planning for our Board members and key managers:
- WINSTAR's "Articles of Incorporation" and " Procedures for the Election of Directors" stipulate the number and tenure of the company's directors. The shareholders' meeting is in charge of electing the members of the Board of directors through electoral nomination.
- The Board of Directors shall keep its member diversity and maintain the operation and development by considering (but not limited to) the Board’s conditions, values, and professional knowledge and skills. The selected Board members shall possess knowledge, skills, and cultivation to perform their duties to achieve the ideal goal of corporate governance. The required capabilities for the Board of Directors are as follows:1.Operational judgment ability;2.Accounting and financial analysis skills;3.Business management ability;4.Crisis management ability;5.Industry knowledge;6.Global perspective;7.Leadership;8.Decision-making skills.
- WINSTAR formulated the "Rules for Performance Evaluation of Board of Directors" and set the performance goals to evaluate the Board's functions and efficiency, building up the reference for the future Board member election and nomination.
- The company conducts yearly employee reviews, selecting and cultivating in-company management talents to build up the talent pool of critical management.
- WINSTAR keeps seeking professionals and talents to build up a solid database for future management.
- WINSTAR's internal auditors regularly execute the examination of the audit report and make the follow-up report based on the response to the questions raised by the independent directors. Before the end of the next month, the internal auditors would submit the report to the independent directors for review.
- The internal auditors shall regularly attend the Audit Committee and report the audit affairs to the independent directors.
- The internal auditors hold regular communication meetings with independent directors to discuss the audit deficiencies, the internal audit and control systems, and internal assessment results.
- Depending on the actual needs, the internal auditors can contact and discuss with the independent directors in person, by telephone, or by e-mail at any time.
|Date||Title||Resolution||Results & Suggestions|
|2022/10/11||Audit Committee - Internal Audit Communication Meeting||2022 4th Internal Audit Report (Period: 2022 Aug - Sep)||No objection.|
|2022/12/20||Audit Committee - Internal Audit Communication Meeting||2022 5th Internal Audit Report (Period: 2022 Oct - Nov)||No objection.|
|2022/03/09||Audit Committee - Internal Audit Communication Meeting||2023 1st Internal Audit Report (Period: 2022 Dec – 2023 Jan)||No objection.|
|2023/04/11||Audit Committee - Internal Audit Communication Meeting||2023 2th Internal Audit Report (Period: 2023 Feb - Mar)||No objection.|
|2023/05/30||Audit Committee - Internal Audit Communication Meeting||2023 3st Internal Audit Report (Period: 2023 April)||No objection.|
|2023/08/11||Audit Committee - Internal Audit Communication Meeting||2023 3th Internal Audit Report (Period: 2023 May - Jun)||No objection.|
▸ Compensation CommitteeThe Compensation Committee assists the Board in executing and evaluating the compensation and benefits policies of all WINSTAR's employees and the compensation of WINSTAR's directors and managers.
According to WINSTAR's "Organizational Rules of the Compensation Committee," the members of the Compensation Committee are appointed by the resolution of the Board of Directors. In WINSTAR’s Compensation Committee, there are at least three members, and more than half are independent directors, of whom the committee members would elect one as the convener.
The 1st Compensation Committee Meeting
|Job Title||Name||Attendance in Person||By Proxy||Attendance Rate in Person (%)||Notes|
|Independent Director||Hsiang-Tsai Chiang||5||1||83.33%|
|Independent Director||Ming-Shih Chiu||6||0||100.00%|
|Independent Director||San-Shan Hung||6||0||100.00%|
|Independent Director||Yen-Jen Chang||6||0||100.00%|
▸ Audit CommitteeThe Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, internal audit, financial report, and financial control. The Audit Committee is responsible for reviewing the following matters:
- The company's financial statements.
- Selection and dismissal of certified accountants and review of their independence and performance.
- Effectiveness of the company's internal control systems.
- The company's compliance with the relevant laws and regulations.
- Management and control of the company's existing or potential risks.
|Job Title||Name||Attendance in Person||By Proxy||Attendance Rate in Person (%)||Notes|
|Independent Director||Hsiang-Tsai Chiang||9||2||81.82%|
|Independent Director||Ming-Shih Chiu||9||1||81.82%|
|Independent Director||San-Shan Hung||10||0||100.00%|
|Independent Director||Yen-Jen Chang||10||0||100.00%|
▸ Performance Evaluation of the Board of Directors and the Committees
WINSTAR regularly conducts internal performance evaluations to improve the operation of the Board of directors and functional committees. The evaluation results are as follows:
|2022 Performance Evaluation Records of the Board of Directors and the Committees||2023/03/31|
- Articles of Incorporation - File
- Corporate Governance Code - File
- Ethical Corporate Management Best Practice Principles - File
- Sustainable Development Principles - File
- The Codes of Ethics - File
- Organizational Rules of the Compensation Committee - File
- Rules of Procedure for the Board of Directors - File
- Procedures for the Election of Directors - File
- Rules Governing the Scope of Powers & Duties of Independent Directors - File
- Measures of Performance Evaluation of the Board of Directors and Functional Committees - File
- Rules and Procedures of Shareholders Meeting - File
- Organization Rules of Audit Committee - File
- Risk Management Policies and Procedures - File
- Regulations of Financial Affairs Between Related Parties - File
- Procedures of Loaning of Funds - File
- Management of Insider Trading Prevention - File
- Procedures for Endorsement and Guarantees - File
- Procedures for Acquisition or Disposal of Assets- File
Honesty, legality, and ethical norms are WINSTAR's core values; we apply them to all our business conducts. As no illegal and unethical behaviors are tolerable, WINSTAR formulated the "Ethical Corporate Management Best Practice Principles" and the "The Codes of Ethics" to restrain them. When the employee notices any breach of the regulations or laws, he/she shall report it immediately to the independent directors, the management, the internal auditors, or the relevant departments. There is a specific reporting procedure for WINSTAR's employees to disclose illegal and unethical conduct:
1. The employees can send the issue reports to a specific e-mail address.。
2. A person or department is assigned to review the reports. If the issue involves the company's director or the upper management, it shall be reported to the independent directors. Different investigation procedures would be adopted depending on the issue type.
3. After the investigation, follow-up measures would be implemented. The case would be transferred to the competent or judicial authority when necessary.
4. The investigation of the case, the measure implementation, and other relevant records would be saved and well-preserved.
5. The whistleblower's identity and the report content would remain confidential. Anonymous whistleblowing is allowed.
6. The whistleblower would be protected from any harm or improper treatment.
7. An incentive system is implemented for the employees reporting suspected or happened violations.
8. Suppose the reported issue is confirmed true after investigation, the violator's information, such as the job title, name, date of violation, investigation results, and follow-up measures, would be disclosed on the company's internal website.
▸ PurposeWINSTAR's Internal Audit aims to assist the Board of Directors and the management in reviewing the effectiveness and efficiency of the internal control system and providing timely improvement suggestions. The internal audit can ensure the internal control system is operating consistently and effectively, which would be a solid reference for future system refinement.
▸ OrganizationWinstar's Internal Audit function is an independent unit that reports directly to the Board of Directors. There are one internal audit manager and several internal auditors in the unit.
- Formulation and implementation of the annual audit plan: The annual audit plan (including the monthly audit items) is formulated based on the risk assessment results and approved by the Board of Directors; the same shall be applied to any amendment thereto.
- Project Auditing: When the internal audit requirement is caused by a specific demand, management instruction, or abnormality of the audit results, it is necessary to understand the need thoroughly and make a related report as the reference for future measures.
- Internal Audit Report:
2.The audit report and follow-up report shall be submitted to independent directors for review before the end of the following month after the audit project is completed.
3.If the internal auditors discover major violations or the company is in danger of significant damage, they shall immediately notify the independent directors in the report format.
4.The internal auditors shall uphold the spirit of detachment and independence, perform their duties objectively and impartially, and demonstrate professionalism. The internal auditors shall report the audit work to the independent directors and the Board of Directors on a regular basis.
▸ Cyber Security Policy
WINSTAR set up the "Information Security Policy" and "Cyber Security Management Act" to protect our information assets' privacy, integrity, and availability. By managing employee behavior, operating procedures, and information technology, we ensure our information network works effectively and protects the confidentiality and integrity of processing data.
security scope covers the following areas:
▸ Risk Management Structure
- Personal authorization control: The employee shall apply for official permission to access the information system. Each department is responsible for supervising and tracking its employees' cyber use.
- Firewall Configuration: A firewall is configured within WINSTAR's network system for internal and external cyber security control.
- Data access and storage management: Improper data access or storage is prohibited. If there is any specific need to access data, approval from the upper management is required.
- Backups and redundancy: WINSTAR's redundancy device would automatically protect and restore the data when the hardware is damaged. Backups for the system and database and remote file redundancy run on a regular basis, and the relevant department must check and record the backup data occasionally.
- Installment and update of the anti-virus software: To avoid external attacks from outside, for example, hacker attacks, our IT department checks and evaluates the anti-virus software regularly.
- Data classification: Data and files are classified according to confidentiality level and managing methods, marking with warning labels, watermarks, etc. High-classified data ought to be managed by the specialist.
- Physical space safety: The computer room and device storage place shall be maintained by the IT department with necessary protective measures, such as lock-up, uninterrupted power system configuration, regular electricity safety checkups, stored temperature and humidity control, consumables replacement, and computer room inspection, etc.
- Employee training and dissemination: WINSTAR organizes regular training about cyber security for the employees. Meanwhile, through periodic dissemination, WINSTAR enhances the knowledge and awareness of all employees on cyber security and information protection.
- Personnel control and inspection: The employees are jointly responsible for the company's information security and data protection. Therefore, if there is any staff that may cause danger to WINSTAR's cyber system, other employees from the same department are obligated to report the situation to the IT department and take corresponding measures promptly.