Management & Sustainable Management
Sustainability Mission
- Operations will expand with the growing range of products. HIWIN will continue to establish branches in major locations around the world to expand our business. We strive to strengthen brand visibility, introduce job opportunities to new regions, provide a safe working environment, and facilitate global economic development.
- HIWIN will continue to invest in research and development to advance core technologies. We will apply the innovative capacities of smart automation and robots to realize smart manufacturing and smart services, expanding product applications.
- HIWIN will comply with government policies on GHG reduction, striving to conserve energy, reduce carbon emissions, and implement green energy measures. We will also reduce our waste output to fulfill our responsibilities of environmental protection.
Duties of the Board of Directors
Led by Chairman Eddie W.H. Chuo, HIWIN's board members are exceptional in their professional domains but also independent as they carry out their main duties: corporate oversight. The board oversees legal compliance, financial transparency, and the timely disclosure of material information. To better fulfill their roles as supervisors, the board has established various organizations and systems, e.g., the Remuneration Committee, internal audits, and internal reporting systems.
The second duty of the board is to lead the management team at HIWIN. Every quarter, the management team reports to the board on economic and sustainability issues, e.g., related risk and opportunity assessments, compliance with international standards, and business ethics. The board then assesses the viability of corporate strategies formulated by the management team and regularly checks their progress. When necessary, the board will also suggest the management team to adjust accordingly.
The third duty of the board is to appoint and dismiss managers and evaluate their performances. At HIWIN, the board and the management team maintain frequent and open communication. The management team is dedicated to carrying out the board’s directives and maintaining business operations to generate maximum profits for all shareholders.
To implement corporate governance and enhance the board’s function, HIWIN has established a KPI to strengthen the board's operational efficiency. On December 27th, 2018, HIWIN established measures for board performance evaluations in letter No. 1070025395 of the Taiwan Governance Code. The board approved the measures on November 12nd, 2019. At the end of each year, the Company’s deliberative unit will ask directors to fill out self-assessment questionnaires for the Board of Directors, board members, and functional committees to conduct an annual board performance assessment. The board will then review the outcomes of the questionnaires and make necessary improvements in the Q1 board meeting of the following year. The performance of the board in 2021 has been evaluated as excellent, with no major deficiencies or items requiring improvement. The performance assessment has been listed in the board meeting on February 25th, 2022.
Organizational Structure of the Board of Directors
The HIWIN Board of Directors is comprised of 7 to 11 directors and employs the candidate nomination system set forth in Article 192-1 of the Company Act. The director nomination process is a rigorous selection process that takes into account the candidate’s professional competency but also focuses on his/her ethical conduct and reputation as a leader. Background in ESG is currently not a consideration in HIWIN's director nomination process. The term of office for HIWIN directors is three years, but he/she may be eligible for re-election according to the “Procedures for the Selection and Appointment of Directors.” The chart on the right lists the competencies of HIWIN's Board members:
The 11th Board of Directors is comprised of 9 directors. The term is from June 28th, 2019 to June 27th, 2022. The chairman of the Board of Directors is Chairman Eddie W.H. Chuo. In consideration of stakeholder perspectives and to strengthen corporate governance, HIWIN has also assembled an Audit Committee, including three independent directors to replace the original function of supervisors even before this became a legal requirement.
HIWIN directors are 50 or older; have extensive educational and working experiences; and have professional backgrounds in business management, finance, engineering, and trading. To ensure diversity, four female directors serve on the HIWIN Board of Directors. Directors can provide constructive suggestions to our Company’s businesses and guide business development. HIWIN provides liability insurance for directors and management to protect them from personal liabilities and financial losses as a result of third-party claims stemming from them carrying out their duties to HIWIN.
The education and experience of the 2021 Board of Directors are:
| Title |
Name |
Gender |
Major Experiences
(Education Background) |
Current Position at HIWIN and Other Companies |
| Chairman |
Eddie W.H. Chuo |
Male |
Master of Business Administration at Dominican University
Executive Vice President of HIWIN Technologies Corp. |
Chairman & Co-CEO of HIWIN Technologies Corp.
Chairman & CEO of Matrix Precision Co.
Chairman of:
-HIWIN Srl (Italy)
-HIWIN Investment and Holding Corp.
-HIWIN Corporate Management Company
Vice Chairman of Eterbright Solar Corporation Director of:
-HIWIN U.S.A.
-HIWIN Japan
-HIWIN Singapore
-HIWIN South Korea
-Matrix U.K.
-Everfortune A.I.(Legal representative)
-HIWIN Education Foundation |
| Vice Chairman |
Chen Chin-Tsai |
Male |
Master of Public Administration at the University of San Francisco
Master of Accounting at Tamkang University
Director at Namchow Holdings Co., Ltd.
General Manager at Namchow Holdings Co., Ltd. |
Chairman of:
WIN Semiconductors Corp.
-ITEQ Corporation
-Wen Ying Investment Co. (legal representative)
-Wen An Investment Co. (legal representative)
-Wen Chan Investment Co. (legal representative)
-Phalanx Biotech Group (legal representative)
-Ban Mao Investment Co. (legal representative)
-WinLux Biomedical Technology (legal representative)
Director of:
-Mercuries Life Insurance Co., Ltd. (legal representative)
-i-Chainwin Technology Co., Ltd. (legal representative)
Independent Director of:
-Kinsus Interconnect Technology Corp.
-Tong Hsing Electronic Industries Ltd.
-Inventec Besta Co., Ltd. |
| Director |
Eric Y.T. Chuo |
Male |
Master of Management at the University of San Francisco
Honorary Doctor of Engineering at National Kaohsiung First University of Science and Technology
Honorary Doctor of Management at National Chung Cheng University
Honorary Doctor of Engineering at Taiwan University of Technology
Honorary Doctor of Philosophy at National Tsing Hua University
Honorary Doctor of Science at China Medical University
Chairman of Matrix Precision Co.
Chairman of HIWIN Mikrosystem Crop. |
CEO of HIWIN Technologies Corp.
Chairman of:
- HIWIN U.S.A.
- HIWIN Germany
- HIWIN Singapore
- HIWIN South Korea
- HIWIN (Schweiz) GmbH (Switzerland)
- Eterbright Solar Corporation
- Legal representative, vice chairman,and CEO of HIWIN Mikrosystem Corp.
Director of:
- Legal representative and co-CEO of Matrix Precision Co.
- HIWIN Investment and Holding Corp.
- HIWIN Education Foundation |
| Director |
Enid H.C. Tsai |
Female |
Doctor of Organizational Psychology at Philips Academy
Vice general manager of HIWIN Technologies Crop. |
General manager and co-CEO of HIWIN Technologies Corp.
Chairman of:
- HIWIN Healthcare Corp.
- HIWIN Education Foundation
- HIWIN Japan
Director of:
- HIWIN U.S.A, HIWIN China, and HIWIN Investments Co.
Public service:
- HIWIN Investments Co. & managing director of Precision Machinery Research & Development Center(PMC) |
| Director |
Lee Shun-Chin |
Male |
Certification of completion in high-level management at UC Berkeley
Certification of completion in EMBA at Feng Chia University |
Chairman of:
- Zhengjie Enterprise Ltd.
- Naqiang Ltd.
- Zhengyung Ltd.
- Yungqiang Investments
Director of:
- Eterbright Solar Corporation
- HIWIN Mikrosystems Ltd.(legal representative) |
| Director |
Sanko Investments Ltd. Representative: Huang Ching-Yi |
Female |
Bachelor of International Trade at Fu Jen University
MBA from Old Dominion University, Virginia |
Chairman of:
- Sanko Investments Ltd.
- Taipei Sanxing Charity Foundation
Supervisor of:
- Sun Rich Steel Industrial Co., Ltd.
- Ming Tsang Investment Co., Ltd. |
| Independent Director |
Chiang Cheng-Ho |
Male |
Master of Administration at National Chengchi University
Chief Auditor, Board of Directors, Taiwan Financial Holdings Co.,Ltd. |
Member of HIWIN’s Audit Committee and Remuneration Committee and Convener of HIWIN’s Nominating Committee |
| Independent Director |
Chen Ching-Huey |
Female |
Bachelor of Business Law at National Taiwan University
Deputy Chief Auditor, Board of Directors, Mega International Commercial Bank |
Member of HIWIN’s Audit Committee and Remuneration Committee and Convener of HIWIN’s Nominating Committee |
| Independent Director |
Tu Li-Ming |
Female |
Bachelor of Business Administration at Tamkang University
Deputy COO, North District 1 Operations Center, Mega International Commercial Bank |
Member of HIWIN’s Audit Committee and Remuneration Committee and Convener of HIWIN’s Nominating Committee |
The board has authorized the Sustainable Development Committee to conduct performance evaluations on economic, environmental, and social dimensions. Therefore, the highest governance body does not directly evaluate the performance of actions toward sustainable development. To develop and enhance the highest governing body’s knowledge of economic, environmental, and social dimensions, directors take courses as needed on the following subjects: corporate governance, sustainable development, and securities laws.
Directors participated in the following corporate governance courses and laws in 2021
| Title |
Name |
Date |
Course |
Hours |
| Chairman |
Eddie W.H. Chuo |
2021/03/22 |
Group Corporate Governance |
3 |
| 2021/05/12 |
IP Knowledge Management Must-Knows in the Tech Industry |
3 |
| Vice Chairman |
Chen Chin-Tsai |
2021/04/26 |
Initiating Corporate Digital Resiliency - Emergency Procedures and Responses in the Case of Ransomware |
3 |
| 2021/08/19 |
Business Integrity Management & Money Laundering Prevention |
3 |
| 2021/09/01 |
Impact of Commercial Courts of Board Operations & Duties3 |
3 |
| 2021/10/28 |
General Trends of ESG and Sustainable Governance in the Life Insurance Industry |
3 |
| Director |
Eric Y.T. Chuo |
2021/03/22 |
Group Corporate Governance |
3 |
| 2021/05/12 |
IP Knowledge Management Must-Knows in the Tech Industry |
3 |
| Director |
Enid H.C. Tsai |
2021/01/28 |
23rd CEO Forum and Keynote Speech |
2 |
| 2021/03/22 |
Group Corporate Governance |
3 |
| 2021/05/12 |
IP Knowledge Management Must-Knows in the Tech Industry3 |
3 |
| Director |
Lee Shun-Chin |
2021/03/22 |
Group Corporate Governance |
3 |
| 2021/05/12 |
IP Knowledge Management Must-Knows in the Tech Industry |
3 |
| Director |
Sanko Investments Ltd. Representative: Huang Ching-Yi |
2021/04/27 |
Principles and Applications of AI |
3 |
| 2021/08/25 |
Impact of FTA and RCEP on Taiwan-funded Enterprises & Countermeasures from the Perspective of Directors and Supervisors |
3 |
| Independent Director |
Chiang Cheng-Ho |
2021/08/06 |
Analyzing and Applying Financial Information to Decision-Making |
3 |
| 2021/08/25 |
Impact of FTA and RCEP on Taiwan-funded Enterprises & Countermeasures from the Perspective of Directors and Supervisors |
3 |
| Independent Director |
Chen Ching-Huey |
2021/08/06 |
Analyzing and Applying Financial Information to Decision-Making |
3 |
| 2021/08/25 |
Impact of FTA and RCEP on Taiwan-funded Enterprises & Countermeasures from the Perspective of Directors and Supervisors |
3 |
| Independent Director |
Tu Li-Ming |
2021/08/06 |
Analyzing and Applying Financial Information to Decision-Making |
3 |
| 2021/08/25 |
Impact of FTA and RCEP on Taiwan-funded Enterprises & Countermeasures from the Perspective of Directors and Supervisors |
3 |
Independent Directors
Independent directors are equipped with professional knowledge and the ability to read and analyze financial reports. More importantly, independent directors must have characteristics conducive to independent oversight, i.e., integrity, fair judgment, etc. This is critical as they carry out and maintain corporate governance and fulfill their responsibilities of integrity and diligence to the listed company and its shareholders. In compliance with related laws, regulations, and the Company's articles of association, HIWIN’s independent directors carry out their responsibilities dutifully and diligently to protect the Company’s interests and ensure the legitimacy and rationality of minority shareholders.
When fulfilling their responsibilities, independent directors are unaffected by the Company’s primary shareholder, actual controller, or other stakeholders. Independent directors remain objective and fair, providing suggestions based on their wealth of professional experiences. In principle, HIWIN’s independent directors can only serve the same role concurrently at five listed companies to ensure that the independent directors have enough time and energy to fulfill their duties
.
The Board of Directors has established the following functional committees: the Remuneration Committee, Audit Committee, and Nominating Committee. All committees are comprised of independent directors. The HIWIN board convenes at least once every quarter, mainly to review the Company’s business performance and discuss important strategies.
In 2021, HIWIN convened five board meetings. All directors were present at all five meetings.
| Title |
Name |
Number of Meetings Attended Personally A |
Number of Meetings Attended by Proxy B |
Personal Attendance Rate (%)
[A/(A+B)] |
| Chairman |
Eddie W.H. Chuo |
5 |
0 |
100.0% |
| Vice Chairman |
Chen Chin-Tsai |
5 |
0 |
100.0% |
| Director |
Eric Y.T. Chuo |
5 |
0 |
100.0% |
| Director |
Enid H.C. Tsai |
5 |
0 |
100.0% |
| Director |
Lee Shun-Chin |
5 |
0 |
100.0% |
| Director |
Sanko Investments Ltd. Representative: Huang Ching-Yi |
5 |
0 |
100.0% |
| Independent Director |
Chiang Cheng-Ho |
5 |
0 |
100.0% |
| Independent Director |
Chen Ching-Huey |
5 |
0 |
100.0% |
| Independent Director |
Tu Li-Ming |
5 |
0 |
100.0% |
Note: Material resolutions made by the board are announced as soon as possible on the TWSE's Market Observation Post System (MOPS).
Remuneration Committee
The Remuneration Committee was established to assist the board with executing and evaluating the Company's overall remuneration and benefits policy. As well as the remuneration for directors and management. According to laws and regulations, the remuneration of senior executives is determined and approved by the Remuneration Committee. The remuneration of senior executives is disclosed in the annual report to all stakeholders.
Performance evaluations and remunerations for directors and management at HIWIN are managed in compliance with the Company's articles of association, Corporate Governance Best Practice Principles, and Procedures for Director & Management Performance Evaluations. The compensation will be determined by the Remuneration Committee according to the Company’s overall business performance, future risks and development trends in the industry, and personal contributions to the Company’s performance. Please refer to the 2021 Annual Report for compensations paid to directors and major managers in 2021(
Professional and educational experiences of Remuneration Committee members:
| Identity |
Name |
Professional (Educational) Experiences |
| Independent Director |
Chiang Cheng-Ho |
-Master of Administration at National Chengchi
-University and Chief Auditor on the Taiwan
-Financial Holding's Board of Directors |
| Independent Director |
Chen Ching-Huey |
-Bachelor of Business Law at National Taiwan
-University and Deputy Chief Auditor
-Board of Directors at Mega International Commercial Bank |
| Independent Director |
Tu Li-Ming |
Master of Accounting at Tamkang University and Deputy COO, North District 1 Operations Center, Mega International Commercial Bank |
In 2021, the Remuneration Committee convened three meetings, attendance is as follows:
| Title |
Name |
Number of Meetings Attended Personally |
Actual Attendance Rate |
| Convener |
Chiang Cheng-Ho |
3 |
100.0% |
| Member |
Chen Ching-Huey |
3 |
100.0% |
| Member |
Tu Li-Ming |
3 |
100.0% |
HIWIN has set up a Chairman Mailbox and Independent Director Mailbox on the HIWIN website. Stakeholders can communicate directly with the Remuneration Committee about the Company’s remuneration. Material topics will be listed on the Remuneration Committee’s meeting agenda to evaluate whether the stakeholder proposals warrant changes to the Company’s remuneration policy.
Audit Committee
To strengthen corporate governance, HIWIN has set up an Audit Committee in place of the former supervisors. The Audit Committee is responsible for overseeing the Company’s financial reports; the independence, appointment, dismissal, and performances of CPAs; the effectiveness of internal control systems; and regulatory compliance. In 2021, the Audit Committee convened six meetings, attendance is as follows:
| Title |
Name |
Number of Meetings Attended Personally |
Actual Attendance Rate |
| Convener |
Chiang Cheng-Ho |
6 |
100.0% |
| Member |
Chen Ching-Huey |
6 |
100.0% |
| Member |
Tu Li-Ming |
6 |
100.0% |
Nomination Committee
Established in November 2021, the Nominating Committee is comprised of three independent directors. Authorized by the Board of Directors, the Nominating Committee shall faithfully perform the following functions and powers, take responsibility for the Board of Directors, and report or submit the resolutions to the board for discussions:
- Formulate the selection criteria for the composition and qualification required for board members and senior executives, and select and review candidates for directors and senior executives.
- Plan and conduct performance evaluations for the board of directors, functional committees, board members, and senior executives.
- Plan and carry out director training programs.
- Review the organization’s procedures and the Corporate Governance Best Practice Principle.
Environmental and Health Committee
The Environmental and Health Committee spotlights the Company’s business plans and vision while also making plans and arranging training programs on environmental protection, occupational health and safety, and energy management to ensure employees performing ESH work are equipped with the necessary professional knowledge to implement Company policies. On a daily basis, the Environmental and Health Committee oversees operations across departments, convenes review meetings, and offers suggestions to ensure all operations comply with the requirements of management systems.
Quality Committee
The Quality Committee’s primary task is to plan and formulate product quality standards and strategies and to regularly monitor and engage in various quality activities such as building, implementing, and auditing product quality systems as well as managing pre-and after-sales service qualities in compliance with the PDCA (Plan Do Check Act) cycle.
Safety and Culture Committee
The Safety and Culture Committee was established to formulate a framework for the safety management system based on HIWIN’s future developments and production environment. The system includes physical designs, mechanical designs, protection measures, activity evaluation, employee conduct training, etc. The Safety and Culture Committee also regularly conducts inspections to ensure human and machine safety.
Sustainable Development Committee
Under the leadership of President Enid H.C. Tsai, the Sustainable Development Committee continues to engage and interact with stakeholders through various functional organizations and convenes monthly meetings to discuss the environmental, social, and regulatory dimensions of sustainable development topics (e.g. carbon reduction) and related response measures. With the Sustainable Development Committee, we hope to better manage material topics related to corporate sustainable development. The Sustainable Development Committee reports the outcomes of sustainability actions to the board at least once a year.
Chairman Room
The Chairman Room's primary mission is to formulate business targets and roll out major programs, review and analyze business performance, plan events, and manage the brand, legal affairs, and intellectual properties.