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. At the same time, taking the relevant laws and principles of corporate governance as the standard, we attach importance to shareholders’ rights and interests, ensure the transparency of the operating status, regularly conduct internal audits and self-examinations, and successively formulate all types of clear regulations, such as the “Board of Directors’ Procedural Rules” and “Internal Material Information Process Operating Procedures”, to enable the operation team to manage with due diligence and fulfill social responsibilities.

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 company’s 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.

An office for corporate social responsibility (CSR) strengthens the green supply chain management (GSCM), assists the business unit with the development of low-carbon technology for the dedication of developing low carbon products, thus promoting sustainable development in accordance with high ethical standards and norms.

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 supervisors’ 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 “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:

Title Name Elected Date/Initial Date of Office Education and Experience Other positions in the Company or in other companies
Chairman Yeh, Pei-Cheng June 11, 2018 / April 30, 1986 Ming Hsin University
of Science and Technology
  • President of Gigabyte
  • Chairman of Giga Investment Co.
  • Chairman of Giga-Byte Communications Inc.
  • Director Representative of Giga-Trend International Management Group Ltd.
  • Chairman of Giga-Trend
    International Investment Group Ltd.
  • Chairman of PG Union
  • Director of Walsin Technology Corporation
  • Director Representative of BYTE International Co., Ltd.
  • Director of Albatron Technology Co., Ltd.
  • Director of Chun electronics co., Ltd.
  • Director Representative of Shun on Electronic Co., Limited
Vice Chairman Ming Wei Investment Co., Ltd. Representative:

Liu, Ming-Hsiung

June 11, 2018 / April 12, 2006 EMBA, College graduate, Cheng-Chi University
  • Senior VP of Gigabyte
  • Director Representative of Giga Investment Co.
  • Director Representative of Giga-Byte Communications Inc.
  • Director Representative of G-Style
  • Chairman of Giga-Trend International Management Group Ltd.
  • Director of Info-Tek Corporation
  • Director Representative of Giga-Trend International Investment Group Ltd.
  • Director Representative of Hui Yang Venture Capital Co., Ltd.
  • Supervisor Representative of BYTE International Co., Ltd.
  • Director Representative of JM Material Technology, Inc.
  • Supervisor Representative of Senyun Precise Optical Co., Ltd.
  • Director Representative of Yuncheng Ltd.
Director Shi Jia Investment Co., Ltd. Representative:

Ma, Mou-Ming

June 11, 2018 / April 12, 2006 University graduate, Electronic & Computer Engineering, National Taiwan University of Technology
  • Senior VP of Gigabyte
  • Director Representative of Giga Investment Co.
  • Director Representative of Giga-Byte Communications Inc.
  • Chairman of G-Style
  • Director of Giga-Trend International Investment Group Ltd.
  • Director Representative of MyelinTek Inc.
Director Yuei-yei Kai Fa Investment Limited. Representative:

Tseng, Chun-Ming

June 11, 2018 / June 16, 2009 Ming Hsin University of Science and
Technology
  • Senior VP of Gigabyte
  • Director Representative of Giga-Byte Communications Inc.
  • Chairman, Intelligence Precision Co., Ltd.
Director Shi Da
Investment Limited
Representative:Ko, Cong-Yuan
June 11, 2018 / June 18, 2012 Master of Engineering Management, Tsinghua University
  • President of Albatron technology Ltd.
  • Independent Director of Liwanli Innovation Co., Ltd.
Director Xi Wei Investment
Co., Ltd.
Representative:Li, E-Tay
June 11, 2018 / June 18, 2012 Master of Computer Engineering, California State University (CSU), Chico
  • Group General Manager of Gigabyte
  • Chairman of Gigaipc Co., Ltd.
  • Director Representative of MyelinTek Inc.
Independent Director Wang, Hwei-
Min
June 11, 2018 / June 18, 2012 Master of Industrial Management, Chung Hua University
  • Chairman, Moores Rowland CPAs
  • Taiwan Head, Moores Rowland International
Independent Director Chan, Yi-Hung June 11, 2018 / June 17, 2015 California State University, Fullerton

EMBA, National Chengchi University

  • Chairman, Taisun  Enterprise Co., Ltd.
  • Supervisor, INFO-TEK Corporation

 

Internal Audit

GIGABYTE’s 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.

  • Expand beyond audits and internal controls based on traditional financial reports to encompass strategic planning and execution, operational efficiency, and compliance as well.
  • Adopt a risk-oriented approach to linking company objectives, risk tolerance, and strategy. Actively assist the company management with keeping risks within an acceptance range.
  • Serve as the bridge between the Board, executives, business units, external auditors, and competent authorities.
  • Assist with the identification and handling of all inter-related risks throughout the enterprise.
  • Assist with assessing reasonable resource requirements and distribution.

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 company’s 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.

The primary responsibilities of the Remuneration Committee are: (1) Provide professional, objective assessments and recommendations on the policy, system, standard, and structure of GIGABYTE directors and executives’ annual/long-term performance targets and compensation on a regular basis; (2) Assess and make recommendations on the performance of GIGABYTE directors and executives, as well as the content and amount of individual compensation. The Committee is convened twice a year, but extraordinary meetings may be called if necessary.

In June 2018, the Board of Directors resolved to appoint the independent director, Mr. Hwei-Min Wang, Mr. Yi-Hong Chan, and an external consultant, Mr. Zheng-Li Yang, as members of the fourth Remuneration Committee based on their specialized qualifications, professional experience, and independence. The members of the committee elected Mr. Hwei-Min Wang as the Committee’s convener. The Committee’s term will last until June 2021. For more details of the composition, responsibilities, and operation of the Committee, please refer to the 2020 GIGABYTE Annual Report.

2020 Remuneration Committee Meetings
Date Agenda Resolutions
January 15, 2020
  1. Establishment of the Company’s Regulations Governing Performance Evaluation of The Board of Directors.
  2. Assessment and recommendation on the year-end bonus for managers of the Company.
Passed by all committee members as proposed.
March 13, 2020
  1. Assessment and recommendation on the distribution of compensations to employees and directors in 2019.
  2. The Company’s regulations on the performance bonus of each business groups for 2020.
Passed by all committee members as proposed.
May 14, 2020 Assessment and recommendation on 2019 distribution of remuneration to directors. Passed by all
committee members as proposed.
August 13, 2020
  1. Assessment and recommendation on the Company’s distribution of remuneration for managers in 2019 in accordance with business performance.
  2. Assessment and recommendation on the salary (annual salary adjustment) for managers of the Company. 
Passed by all committee members as proposed.

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:

 

  • Establishment or amendment of an internal control system according to Article 14-1 of the Securities and Exchange Act.
  • Evaluation of the internal control system.
  • Establishment or amendment of operating procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, the extension of monetary loans to others, or endorsements or guarantees for others, according to Article 36-1 of the Securities and Exchange Act.
  • Matters involving the personal interest of a director.
  • Transactions of material assets or derivatives.
  • A material monetary loan, endorsement, or provision of a guarantee.
  • The offering, issuance, or private placement of any equity-type securities.
  • The appointment or dismissal of CPAs, or their compensation.
  • The appointment or discharge of financial, accounting, or internal auditing officers.
  • Annual financial statements or biannual financial statements.
  • Any other material matter specified by the Company or competent authorities.

The Audit Committee must be convened at least once a quarter, and may also be convened as necessary. At least half of all members must be in agreement for resolutions to be valid. Meeting minutes are also kept and permanently archived in accordance with the law. The members of the Audit Committee are expected to exercise their role as managers in good faith, to faithfully carry out their responsibilities as defined in the organizational rules, and report to the Board of directors. Their missions are to ensure the reliability and objectivity of the financial reports and audited items, strengthen the Company’s internal control standards, reduce fraud and unethical business behavior, improve organizational discipline and create an atmosphere of rigorous management.

Audit Committee Members
Name Title Term
Wang, Hwei-Min Chairman of the Committee / Independent Director Jun 2018 – Jun 2021
Chan, Yi-Hung Committee Member / Independent
Director
Jun 2018 – Jun 2021

For more details of composition, responsibilities, and operation of the Committee, please refer to pp.35-37 of the 2020 GIGABYTE Annual Report.