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 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.
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||July 2, 2021 / April 30, 1986||Ming Hsin University
of Science and Technology
Ming Wei Investment Co., Ltd. Representative:
|July 2, 2021 / April 12, 2006||EMBA, College graduate, Cheng-Chi University||
Shi Jia Investment Co., Ltd. Representative:
|July 2, 2021 / April 12, 2006||University graduate, Electronic & Computer Engineering, National Taiwan University of Technology||
Yuei-yei Kai Fa Investment Limited. Representative:
|July 2, 2021 / June 16, 2009||Ming Hsin University of Science and
|July 2, 2021 / June 18, 2012||Master of Engineering Management, Tsinghua University||
|Director||XI WEI Investment
|July 2, 2021 / June 11, 2018||Master of Computer Engineering, California State University (CSU), Chico||
|Independent Director||Wang, Hwei-
|July 2, 2021 / June 11, 2018||Master of Industrial Management, Chung Hua University||
|Independent Director||Chan, Yi-Hong||July 2, 2021 / June 17, 2015||
California State University, Fullerton
EMBA, National Chengchi University
|Independent Director||Yang, Cheng-Li||July 2, 2021 / July 2, 2021||
MBA, Tulane University, USA.
EMBA, National Chengchi University
Diversity and Independence of the Board of Directors
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 company’s 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 Company’s board of directors is composed of 9 directors, including 6 directors and 3 independent directors. All directors are male and have no legal profession. A target is to add at least one female director and a director with expertise in legislation to the board to strengthen its diversity.
The current diversity policy of the Board of Directors of the Company and its implementation are as follows:
There are 9 members of the board of directors of the company, including 6 directors and 3 independent directors. Independent directors account for 1/3 of the entire board of directors. The company’s 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’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.
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.
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:
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 was approved by the resolution of the board of directors on January 15, 2021 and appointed Chen, Chun-Ying (CFO) as the chief corporate governance officer. The chief corporate governance officer’s main responsibilities are to handle matters relevant to Board of directors and Shareholders’ meeting in accordance with the law, to prepare minutes of Board meetings and Shareholders’ meetings, to assist directors’ 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:
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|May 31, 2022||How to effectively exert the function of corporate governance officer and the legal responsibilities of managers||3|
|June 28, 2022||The latest legislative trends and legal responsibilities case analysis of money laundering prevention||3|
|August 12, 2022||Trends and challenges of information security governance||3|
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