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Corporate Governance
Walrus Pump, a globally recognized water pump brand from Taiwan, is dedicated to excellence in pump design, development, manufacturing, and sales. Professional and friendly, our service teams embody our core value of "Better Life Through Innovation," working tirelessly to enhance people's water experiences across work, daily life, and leisure activities.
1 st We successfully completed our IPO and are listed on the Emerging Stock Board(Stock Code 6982)
1 st Officially established the Sustainable Development Committee.
0 Achieved major deficiencies in internal audits.
Board of Directors
The Board of Directors is the highest governing body of Walrus Pump. It is responsible for key functions such as electing and nominating executives, reviewing and formulating corporate social responsibility strategies, corporate citizenship initiatives, and sustainable development strategies. In 2023, the Board consisted of nine members: four Executive Directors, four Independent Directors, and a Chairman. Aligned with the Sustainable Development Best Practice Principles of TWSE/TPEx-Listed Companies, Walrus has established Director Election Rules that govern the qualifications, nomination, by-election, and election of directors and supervisors. The selection of board members prioritizes diverse perspectives and capabilities in corporate governance and auditing. We consider factors such as age, nationality, culture, professional field, skills, and independence during selection. Additionally, regular re-election of resigned directors and independent directors ensures the selection of suitable candidates. The current board has an average age of 56 and an average tenure of approximately 3.7 years serving as directors of the Company. Female representation is 22.22%. In 2023, the average training time per board member exceeded 3 hours. Training courses covered topics such as "Insider Trading and Short-Term Trading: Theory and Practice," "A Comprehensive Analysis of Domestic and Overseas Mergers and Acquisitions Practices," and "Empowering the Board of Directors to Become a Key Force in Leading Sustainable Governance," strengthening the board's professionalism, corporate governance knowledge, and expertise in sustainable management.
To prevent conflicts of interest, Walrus adopted the "Code of Conduct for Integrity Management" at the Board of Directors meeting on December 19, 2023. In line with the Code of Conduct, the recruitment contract requires disclosure and recusal for directors with potential conflicts. They must leave the board meeting and refrain from participation and voting on relevant agenda items.For example, Huang Ching-Yun, a Walrus Pump board member and head of You-Chang Investment Co., Ltd. (which holds a 27.38% ownership stake in Walrus Pump and maintains a site lease with the company), would be recused from all discussions and decisions related to investments in the operations of the Zhengyi Plant in Kaohsiung.
Sustainable Development Committee
While the Board of Directors maintains ultimate governance responsibility, Walrus Pump's day-to-day operations are driven by the collaborative efforts of various departments and projects. Recognizing that not all agenda items require Board-level discussion, the company established a Strategy Committee for frequent exchanges to facilitate efficient resource allocation and timely decisionmaking. Previously, the Strategy Committee and three functional teams (Environment, Society, and Governance) comprised the ESG Committee, which spearheaded Walrus Pump's sustainability initiatives.
Recognizing the importance of sustainability to the Company, we elevated our commitment by establishing the Sustainable Development Committee under the Board of Directors on March 15, 2024. Chaired by the President, the Sustainable Development Committee oversees the Environment, Society, and Governance (ESG) functional teams across the company's 18 departments. The Committee, supported by Strategy Committee members serving as executive secretaries, identifies material sustainability topics, sets short-, medium-, and long-term goals, and implements them after confirmation by the Strategy Committee. In accordance with its charter, the Committee reports to the Board of Directors at least twice a year. It fulfills a critical role by bridging corporate governance with operational capabilities to drive sustainable practices across the organization through a combined top-down and bottom-up approach. The Board of Directors monitors the progress of sustainability efforts following the Sustainable Development Best Practice Principles developed in December 2023. These principles guide Walrus Pump's sustainability policies.
Performance and Remuneration of the Governance Teams
Walrus Pump established a Remuneration Committee in 2023 to ensure adherence to corporate governance best practices and compliance with relevant regulations for TWSE/TPEx listed companies. The Committee's primary function is to determine reasonable compensation (including salaries, remunerations, bonuses, and incomes from professional practices) for directors and managers. This is achieved by following the Policies for Managing Remuneration of Directors and Managers and obtaining approval from the Board of Directors. Comprised entirely of the four independent directors, the Remuneration Committee convened three meetings in 2023. The inaugural meeting focused on appointing a chairperson, with subsequent meetings addressing remuneration and bonus structures for directors and managers. The current remuneration policies for executives and the highest-level governance team do not yet incorporate sustainability-related goals or ESG impact. We are committed to integrating these considerations into future remuneration structures to ensure alignment with our overall sustainability strategy.
