Robust corporate governance is the backbone of business operations. By setting a governance organization and a transparent and prudent decision-making process, GIGABYTE ensures that every step of operational strategy can take full account of all stakeholders. Internal audits and self-inspections are periodically conducted in accordance with corporate governance regulations and principles, and to respect shareholder interests. Clearly defined rules such as “Rules of Procedure for Board of Directors Meetings” and “Procedures for Handling Material Inside Information” serve to ensure operational transparency and prevent conflicts of interest so that the management team can focus on managing the business and fulfillment of social responsibility.
Organization of Corporate Governance
Major Functions of Department
Coordinate the operation and management of the Company, map out and implement the objectives for corporate development and business plans.
Develop the companyʼs managerial strategies, set operating targets, monitor and evaluate the implementation and performance of operating targets.
Investigate and evaluate the viability, reasonability, and effectiveness of the Company control systems.
Coordinate the functions of finance, accounting, share registration, budgeting, general affairs, legal affairs, and the maintenance of computer systems, software, and hardware.
Responsible for the production and manufacturing of computer mainboards, graphic cards, and Internet products, and the assembly of PC systems.
Responsible for design and R&D and sales of motherboards, multimedia
products and video adapter.
Responsible for design and R&D and sales of Network and Communication products and ODM products.
Responsible for design and R&D of notebook products.
Responsible for nationwide and worldwide after-sales support and service for all products.
Responsible for automated driving assistance and fleet management systems design and development of high value-added safety-assisted driving kits and car networking products.
Responsible for the design, development, and marketing of new technologically integrated products for photoelectric systems, for the development of projects of ODM clients, and for the provision of technical services for photoelectric-related applications within the group.
Board of Directors and the Management Team
GIGABYTE adheres to the corporate governance principles as defined by the Company Act, Securities and Exchange Act, and other relevant laws of R.O.C. We respect shareholder rights and conduct regular reviews of our internal controls; The Board of Directors rigorously performs its duties under the leadership of the Chairman. The Board of Directors is an independent, dedicated, and professional organization within the company. It is also the highest governing body of GIGABYTE and the decision-making center of major management policies. The current Chairman is Mr. Dandy Pei-Chen Yeh.
The GIGABYTE Board is convened on a regular basis. Directors and supervisorsʼ attendance at the meetings are all on record with audio recordings and meeting minutes kept as required by law, and important resolutions of the Board are disclosed on the Market Observation Post System website as well. Directors recuse themselves on all matters where a conflict of interest exists. To strengthen the governance system of our Board of Directors, GIGABYTE has established the “Articles of Incorporation”, “Rules for Director Election”, and “Board of Directors’ Procedural Rules” in accordance with the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies” issued by the competent authorities. The current GIGABYTE management team is as listed below:
Profiles of GIGABYTE Directors
| Title | Name | Gender | Elected Date/Initial Date of Office | Education and Experience | Other positions in the Company or in other companies |
|---|---|---|---|---|---|
| Chairman | Yeh, Pei-Cheng | Male | July 2, 2021 / April 30, 1986 | EMBA, National Chengchi University
Ming Hsin University |
|
| Vice Chairman | Ming Wei Investment Co., Ltd. Representative:
Liu, Ming-Hsiung |
Male | July 2, 2021 / April 12, 2006 | EMBA, National Cheng Chi University |
|
| Director | Shi Jia Investment Co., Ltd. Representative:
Ma, Mou-Ming |
Male | July 2, 2021 / April 12, 2006 | University graduate, Electronic & Computer Engineering, National Taiwan University of Technology |
|
| Director | Yuei-yei Kai Fa Investment Limited. Representative:
Tseng, Chun-Ming |
Male | July 2, 2021 / June 16, 2009 | Ming Hsin University of Science and Technology |
|
| Director | Shi Da Investment Limited Representative:Ko, Cong-Yuan |
Male | July 2, 2021 / June 18, 2012 | Master of Engineering Management, Tsinghua University |
|
| Director | XI WEI Investment Co., Ltd. Representative:Li, E-Tay |
Male | July 2, 2021 / June 11, 2018 | Master of Computer Engineering, California State University (CSU), Chico |
|
| Independent Director | Wang, Hwei- Min |
Male | July 2, 2021 / June 11, 2018 | Master of Industrial Management, Chung Hua University |
|
| Independent Director | Chan, Yi-Hong | Male | July 2, 2021 / June 17, 2015 | California State University, Fullerton
EMBA, National Chengchi University |
|
| Independent Director | Yang, Cheng-Li | Male | July 2, 2021 / July 2, 2021 | MBA, Tulane University, USA.
EMBA, National Chengchi University |
|
| Independent Director | Lin, Li-Chen | Female | June 9, 2023 / June 9, 2023 | MBA, A. B. Freeman School of Business, Tulane University of Louisiana Department of Law, National Taipei University |
|
| Independent Director | Peng, Peng-Huang | Male | June 9, 2023 / June 9, 2023 | MBA, Soochow University
Department of Electrical Engineering, National Taipei |
|
A. Diversity
In order to strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, the Company advocates board diversity policy to improve the overall performance of the Company. The composition of the board of directors should consider various needs such as the companyʼs operating structure, business development direction, and future development trends, and should evaluate various aspects of diversity, such as: basic composition, professional experience, professional knowledge and skills. In order to strengthen the functions of the board of directors and achieve the ideal goals of corporate governance, the company has formulated the “Code of Practice for Corporate Governance”, which stipulates that the board of directors should have the following capabilities as a whole: 1. operation judgment ability; 2. accounting and financial analysis ability 3. operation and management ability; 4. crisis management ability; 5. Industry knowledge ability; 6. legal ability;7. leadership; 8. decision-making ability.
The Companyʼs board of directors is composed of 11 directors, including 6 directors and 5 independent directors. The company values gender diversity in the Boardʼs structure and sets a goal of having more than two female directors. Currently, the Board is composed of 10 males (91%) and 1 female (9%). To reach the gender diversity goal, the company will make efforts to increase the proportion of female directors on the Board.
B. Independence
There are 11 members of the board of directors of the company, including 6 directors and 5 independent directors. Independent directors exceed 1/3 of the entire board of directors. The companyʼs independent directors are all in compliance with the “Regulations on the establishment of independent directors of public companies and matters to be followed”, and there are no matters stipulated in paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act between each director and independent director. The Board of Directors of the Company is independent.
GIGABYTE Board members are selected through the candidate nomination system in accordance with the “Articles of Incorporation.” The Nomination Committee responsible for the nomination of Board directors and independent directors was established in August 2021. The need for diversity to be taken into account in the make-up of the Board was also stipulated in the “Code of Practice for Corporate Governance” and “Rules for Election of Directors.” A diversity policy covering the Company’s operations, business models, and development needs must also be developed. The policy should include but is not limited to criteria covering the two key aspects of basic requirements and values as well as professional knowledge and skills.
The Company engages in ongoing succession planning for directors and a database of candidate directors has been established based on the following criteria:
- Integrity, accountability, innovation and decision-making ability. Candidates must be aligned with the core values of GIGABYTE. They must also possess professional knowledge and skills that complement business management at GIGABYTE.
- Possess industry experience relevant to GIGABYTE business operations.
- The candidateʼs appointment to the Board is expected to provide GIGABYTE with an effective, collaborative and diverse Board that is aligned with the needs of the Company on a sustainable basis.
- The Board as a whole must include expertise in business strategy and management, accounting and taxation, finance and financing, and law.
- The selection process used by GIGABYTE to draw up the list of candidate directors must conform to the eligibility criteria and relevant regulations to ensure that suitable candidates can be effectively screened and appointed when the Board has any vacancies or is to be expanded.
Succession Planning and Operations for Key Executives
Key executives are defined as GIGABYTE employees of the grade of assistant vice president or higher. Key executives are responsible for business management within the organization. Substitutes are also designated for executives at every level.
The cultivation mechanism for key executives and their substitutes include courses on professional ability and corporate governance. Arrangements are also made for executives to attend Board meetings and take part in regular internal business management meetings. Hands-on training is also conducted using in-service training on project management. Education and training programs on leadership, management, technology, innovation, and industry trends are organized as well to support self-development by managers at each level. These encompass the following goals:
| 6 Core Competencies | 5 Management Competencies | Continuous Development | Management Education |
|---|---|---|---|
| Innovation and improvement
Problem solving and analysis Self-learning and development Cost and quality awareness Communication and coordination Teamwork |
Target setting
Empowerment and delegation Communication and leadership Clear reward and punishment Leadership reform |
Internal Training within each business group
Trend seminars and technology forums Professional development on legal affairs, finance, and accounting Foreign language learning resources and subsidies External education and training subsidies Encouragement of self-directed learning by employees |
Annual management consensus conference
Executive seminars Training for division heads and senior executives Talent recruitment and interview skills |
Annual employee performance evaluations are conducted by GIGABYTE in accordance with the “Performance Evaluation Guidelines” and “Promotion Management Rules.” The number of promotions is based on the distribution of manpower at each level. Promotion exams are also held at regular intervals. Routine observations and performance evaluations are used to establish potential areas for improvement, personal development needs, and company expectations. The evaluation outcomes are used as a reference for future succession planning.
Internal Audit
GIGABYTEʼs internal audit unit is an independent unit that reports directly to the Board of Directors. In addition to reports at routine Board meetings, Internal Audit is also expected to report to the Chairman each month or as necessary. The responsibilities of Internal Audit are set out in the Guidelines Governing the Internal Audit System and cover the following: assisting the Board and management with inspecting and following-up on deficiencies in the internal control system, measurement of operational results and efficiency, and providing suggestions for improvements when appropriate to ensure the effective implementation of the internal control system and provide a reference for revisions to internal controls.
Audits are based on the Board-approved audit plan which is divided into regular internal audits and ad hoc internal audits. The audits provide the management with timely information on the operation of internal control functions, providing another channel for identifying existing or potential weaknesses in business operations. Internal Audit reviews the internal control self-assessment conducted by each unit to ensure that the internal control system is being executed as designed. The results of the self-assessments are then combined to provide the Board of Directors or President with their main basis for evaluating the validity of internal controls and the issuing of internal control declarations. The risk-oriented internal audit functions are shown below.
Remuneration Committee
To ensure a sound remuneration structure for GIGABYTE directors, supervisors and executives, GIGABYTE established the “Remuneration Committee” in accordance with the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter” under the Securities and Exchange Act in late 2011. The mission of the Committee is to assist with the evaluation of the companyʼs overall remuneration and benefits policies as well as the remuneration of directors and executives. The Company rules state that the Remuneration Committee shall consist of five members appointed by Board resolution. One committee member serves as the convener and their term of office is identical to that of the Board. However, due to comprehensive consideration, Mr. Zheng-Zhe Cai and Mr. Jie-Xin Wu resigned on June 12, 2019. The current number of committee members is three.
Audit Committee
GIGABYTE implements the “Organization Rules of the Audit Committee” and established an Audit Committee in accordance with Article 3 of the “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies” issued by the Financial Supervisory Committee. The GIGABYTE Audit Committee is made up of all independent directors and must contain at least three members. One member must also have an accounting or finance background to enhance the credibility and independence of internal audits.
The Audit Committee provides oversight of the Company’s financial reports, the retention (termination), independence and performance of the CPA, the effectiveness of internal controls, compliance with the relevant laws and regulations, and the Company’s management of potential risks. Based on these control goals, the authority of Audit Committee members include:
Nominating Committee
The 1st Nominating Committee was chosen on August 13, 2021, and composed of 3 directors (incl. 2 independent directors).
Chief Corporate Governance Officer
The Company appointed Mr. Simon Huang, senior director of the Finance Department, as chief corporate governance officer on 16 January 2024. The chief corporate governance officerʼs main responsibilities are to handle matters relevant to Board of directors and Shareholdersʼ meeting in accordance with the law, to prepare minutes of Board meetings and Shareholdersʼ meetings, to assist directorsʼ inauguration and continuing professional education, to provide the directors with information required for performing their duties, and to assist the directors to act in compliance with the laws.
Status of further education of chief corporate governance officer in 2023. The former Corporate Governance Officer, Chun-Ying Chen (CFO), took these courses.
| Date | Course | Hours |
|---|---|---|
| March 16, 2023 | Competition for management rights | 3 |
| April 18, 2023 | The fiscal and tax thinking Taiwanese companies should have under the trend of global supply chain redistribution | 3 |
| August 11, 2023 | Operational decentralization strategy under geopolitical risks | 3 |
| December 7, 2023 | Understanding and application of intangible asset evaluation reports | 3 |
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