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:
With the goal of sustainable development, WINSTSR has a mature election system and succession planning for our Board members and key managers:
Regular Communications Between the Independent Directors and Internal Auditors:
The 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.
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% |
|
- In 2024, the Compensation Committee held 4 meetings with an average attendance rate of 93.75%. Attendance details are as follows:
Job Title |
Name |
Attendance in Person |
By Proxy |
Attendance Rate in Person (%) |
Notes |
Independent Director |
Hsiang-Tsai Chiang |
4 |
0 |
100.00% |
|
Independent Director |
Ming-Shih Chiu |
4 |
0 |
100.00% |
|
Independent Director |
San-Shan Hung |
3 |
1 |
75.00% |
|
Independent Director |
Yen-Jen Chang |
4 |
0 |
100.00% |
|
- Meeting details are as follows:
Date |
Agenda Content |
Resolution |
Company Action Based on Committee's Opinion |
2023/01/17 |
Proposal for year-end bonuses and managerial bonuses for 2022, submitted for approval. |
Unanimously approved by all attendees of the committee. |
Submitted to the Board of Directors and unanimously approved by all attending directors. |
2023/04/11 |
Proposal for distribution of employee and director compensation for 2022, submitted for discussion. |
Unanimously approved by all attendees of the committee. |
Submitted to the Board of Directors and unanimously approved by all attending directors. |
2023/05/30 |
Proposal for distribution of director compensation for 2022, submitted for discussion. |
Unanimously approved by all attendees of the committee. |
Submitted to the Board of Directors and unanimously approved by all attending directors. |
2023/08/11 |
Proposal for fixed salaries of newly appointed managers, submitted for discussion. |
Unanimously approved by all attendees of the committee. |
Submitted to the Board of Directors and unanimously approved by all attending directors. |
2023/09/28 |
1. Proposal regarding the distribution of employee compensation to managers for 2022, submitted for discussion.
2. Proposal regarding the allocation of employee shares for the first-time public offering of cash capital increase, submitted for discussion. |
Unanimously approved by all attendees of the committee. |
Submitted to the Board of Directors and unanimously approved by all attending directors. |
2023/12/26 |
1. Proposal for 2023 manager promotions and salary adjustments, submitted for discussion.
2. Proposal for year-end bonus distribution for managers in 2023, submitted for discussion. |
Unanimously approved by all attendees of the committee. |
Submitted to the Board of Directors and unanimously approved by all attending directors. |
2024/03/12 |
1. Proposal for distribution of employee and director compensation for 2023, submitted for discussion.
2. Proposal for allocating IPO project bonuses, submitted for discussion. |
Unanimously approved by all attendees of the committee. |
Submitted to the Board of Directors and unanimously approved by all attending directors. |
2024/05/14 |
Review of the proposal for distribution of employee and director compensation for 2023, submitted for discussion. |
Unanimously approved by all attendees of the committee. |
Submitted to the Board of Directors and unanimously approved by all attending directors. |
2024/11/12 |
Review of the proposal for managerial promotions and salary adjustments for subsidiary Raystar Optronics in 2024, submitted for discussion. |
Unanimously approved by all attendees of the committee. |
Submitted to the Board of Directors and unanimously approved by all attending directors. |
2024/12/26 |
1. Discussion on the Promotion and Salary Compensation for Managers in the Year 2024.
2. Discussion on the Distribution of Year-End Bonuses for Managers in the Year 2024.
3. Discussion on the Proposed Revisions to the Guidelines for Reporting and Announcing the Appointment (or Resignation) of Insiders and Changes in Shareholding. |
Unanimously approved by all attendees of the committee. |
Submitted to the Board of Directors and unanimously approved by all attending directors. |
▸ Audit Committee
The 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.
The 1st Audit Committee Meeting Term of the current committee members: October 11, 2022, to September 28, 2025. As of August 7, 2024, there have been 15 meetings. Attendance details are as follows:
Job Title |
Name |
Attendance in Person |
By Proxy |
Attendance Rate in Person (%) |
Notes |
Independent Director |
Hsiang-Tsai Chiang |
15 |
2 |
88.24% |
|
Independent Director |
Ming-Shih Chiu |
14 |
2 |
82.35% |
|
Independent Director |
San-Shan Hung |
16 |
0 |
94.12% |
|
Independent Director |
Yen-Jen Chang |
17 |
0 |
100.00% |
|
▸ Sustainable Development Committee
To implement corporate governance, develop a sustainable environment, and uphold social responsibility, our company established the "Sustainable Development Committee" on May 14, 2024.
The 1st Sustainable Development Committee Meeting Term of the current committee members: May 14, 2024, to September 28, 2025. As of August 7, 2024, there have been 1 meeting. Attendance details are as follows:
Job Title |
Name |
Attendance in Person |
By Proxy |
Attendance Rate in Person (%) |
Notes |
Chairman |
Yu-Pin Liao (Venson) |
1 |
1 |
100.00% |
CEO |
Other |
Wen-Chin Chang (Edison) |
1 |
1 |
100.00% |
CFO |
Independent Director |
Hsiang-Tsai Chiang |
1 |
0 |
100.00% |
|
▸ Performance Evaluation of the Board of Directors and the Committees
To enhance the functionality of the Board of Directors and promote self-discipline among its members, the company approved the adoption of the "Board and Functional Committee Performance Evaluation Measures" by a board resolution on 2022/12/20. Internal board performance evaluations are conducted annually, while external evaluations are conducted at least once every three years by independent professional institutions or external expert teams.
The evaluation results are as follows:
Item |
File |
Issue Date |
2023 Performance Evaluation Records of the Board of Directors and the Committees |
 |
2024/03/12 |
■ Major Policies
- 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
- Organizational Rules and Regulations of the Sustainable Development Committee- File
■Procedures for Reporting Illegal and Unethical Conducts
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 wb@winstar.com.tw
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.
■ Organization and Operation of Internal Audit
▸ Purpose
WINSTAR'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.
▸ Organization
Winstar'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.
▸ Operation
- 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:
1.Any deficiencies or abnormalities found via the internal control shall be recorded in the audit report. The issue shall be tracked and included in quarterly follow-up reports until timely improvements are made.
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 & Risk Management
▸ Cyber Security Policy
Enhance personnel awareness and prevent data leaks, ensuring daily maintenance and guaranteeing service availability.
The information security objectives of our company are as follows:
- Ensure a certain level of system availability for critical core systems of the company.
- Protect the integrity and accuracy of the company's information operations management, preventing unauthorized access and modifications.
- Conduct information security education and training to reinforce personnel understanding of information security responsibilities and awareness of protecting information assets, reducing the risk of information security incidents.
- Conduct regular audit operations to ensure the effective implementation of information security management.
▸ 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.
security scope covers the following areas:
▸ Effectiveness of cyber security implementation
So far, no cyber incidents causing the company and customers' loss or information system violations resulted in customer complaints at WINSTAR.
We have achieved ISO/IEC 27001:2022 certification for our information security management systems.