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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 Completed OTC Market Listing (Stock Code 6982).
1 st Introduced financial materiality assessment
0 Achieved major deficiencies in internal audits.
Board Structure and Performance
The Board of Directors is the highest governing body of Walrus Pump. In addition to reviewing important internal regulations, business plans, budgets, and important operations in accordance with relevant laws and regulations and the authority granted by the shareholders' meeting, the Board is also responsible for overseeing the Company's overall operations, formulating business strategies, executing sustainable development, and identifying operational, financial, and tax-related risks. In 2024, the Board consisted of nine members: four Executive Directors, four Independent Directors, and a Chairman. Aligned with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," Walrus Pump has established Director Election Rules that define the qualifications, nomination procedures, by-election mechanisms, and voting methods for directors and supervisors. Elections follow a candidate nomination system and a cumulative voting method, whereby candidates receiving votes that represent greater cumulative electoral rights are elected in order until all seats specified in the Articles of Association are filled. To promote diversity of perspectives and capabilities in corporate governance and audit functions, the Board of Directors has adopted a diversity policy based on fundamental qualifications and values—including, but not limited to, gender, age, nationality, and cultural background. Director selection also considers the Company's operational context, business model, and development needs, alongside the diverse expertise, skills, and experience required of board members. The evaluation process further ensures compliance with independence standards applicable to independent directors, thereby enhancing overall board effectiveness. The election process is fully compliant with regulatory requirements, and details regarding nomination periods, review criteria, and procedures are disclosed. As of 2024, the Board had an average age of 57 and an average tenure of approximately 4.5 years serving as directors of the Company. Female representation is 22.22%. The Board meets at least quarterly in accordance with the Company's Rules Governing Board Meetings. In 2024, seven meetings were held with an overall director attendance rate of 94%. To enhance governance capabilities, each board member completed an average of nine hours of professional training in 2024. Training topics included:
- Securities Laws and Regulations
- Ten Essential Courses on Corporate Governance
- Analysis of Corporate Financial Information and Decision-Making
- ESG Assessment and Practical Application in Capital Markets.
These sessions strengthened the Board's expertise in corporate governance and sustainable management.
To prevent conflicts of interest, Walrus Pump adopted the Code of Conduct for Integrity Management at the board meeting on December 19, 2023. In accordance with the Code of Conduct, directors with a potential conflict of interest must disclose the matter in advance, as required by the terms of their appointment. They are also required to recuse themselves by leaving the board meeting and abstaining from both discussion and voting on the relevant agenda items. For example, Ching-Yun Huang, a Walrus Pump board member and head of You-Chang Investment Co., Ltd. (which holds a 23.99% ownership stake in Walrus Pump and maintains a site lease with the company), recused from all discussions and decisions related to investments in the operations of the Zhengyi Plant in Kaohsiung. For further information on Board operations and director shareholdings, please refer to the Walrus Pump 2025 Annual General Meeting Report.
Functional Committees
| To strengthen its corporate governance structure, Walrus Pump established a Remuneration Committee and an Audit Committee under the Board in 2023. Both committees are composed of the Company's four independent directors. The Remuneration Committee is responsible for determining reasonable remuneration for directors and managers—including salaries, bonuses, and income from professional practices—in accordance with the Policies for Managing Remuneration of Directors and Managers. All decisions are submitted to the Board of Directors for approval. In 2024, the Committee convened seven meetings. Management bonus evaluations incorporate both financial and non-financial performance indicators, including ESG strategy metrics such as green procurement, energy-saving measures, client satisfaction, information security, talent attraction, and ESG training participation rates. In addition, employees who participate in sustainability-related projects and reporting initiatives have their performance linked to their annual goals and the Company's performance appraisal and reward system. Participants receive incentives including daily compensation and weighted bonus points in their annual evaluations, which directly affect their year-end bonus amounts. | ||||||
| The Company established the Remuneration and Nomination Committee on February 26, 2025. Going forward, the Committee is responsible for identifying qualified director candidates in line with the Company's director succession plan. It submits a list of nominees to the Board of Directors for review, evaluating their qualifications and any disqualifying conditions under Article 30 of the Company Act. The selection process complies with Article 192-1 of the Company Act, with additional independence assessments for Independent Director candidates. The nomination process also takes into account individual directors' performance evaluation results, as assessed under the Company's Policies for Evaluating Performance of the Board of Directors. |  |
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| The Audit Committee strengthens the Company's internal control system and supports the Board of Directors in overseeing compliance with the Company Act, the Securities and Exchange Act, and other applicable laws and regulations. It also enhances and supervises the quality of financial reporting, accountant independence and competence, internal control operations, and risk management. Committee meetings are held at least once at least quarterly. In 2024, the Committee met seven times, with an attendance rate of 89%. No incidents of corruption were reported in 2024. For further details, please refer to the Walrus Pump 2025 Annual General Meeting Report. |  |
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Sustainable Development Committee
While the Board of Directors retains ultimate governance responsibility, Walrus Pump's daily operations are carried out collaboratively by various functional departments and project teams. Recognizing that not all matters require boardlevel discussion, the Company previously established a Strategy Committee to facilitate frequent communication, efficient resource allocation, and timely decision-making. This Strategy Committee, along with the three functional teams—Environment, Society, and Governance—previously formed the ESG Committee, which led Walrus Pump's sustainability initiatives.
Recognizing the importance of sustainability to the Company, Walrus Pump established the Sustainable Development Committee under the Board of Directors on March 15, 2024, as a formal elevation of its ESG commitment. The Committee is composed of directors, independent directors, and Strategy Committee members, and leads the Environment, Society, and Governance (ESG) functional teams, which span across the Company's 18 departments. The Committee oversees the management of material sustainability topics identified by Walrus Pump, sets corresponding short-, medium-, and long-term goals, and ensures their implementation following confirmation by the Strategy Committee. In accordance with its charter, the Committee reports to the Board at least twice a year and is also responsible for preparing the Company's sustainability report. By bridging corporate governance with executional capacity, the Committee plays a pivotal role in driving sustainability through a top-down and bottom-up approach. The Board of Directors, in turn, monitors sustainability progress in alignment with the Sustainable Development Best Practice Principles adopted in December 2023, which serve as the guiding framework for Walrus Pump's sustainability strategies and policies.
