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.

The main unit responsible for executing affairs related to corporate social responsibility (CSR), strengthening green supply chain management (GSCM), assisting business units with developing low-carbon technology and products, and continuously 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 “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
of Science and Technology

  • President of Gigabyte
  • Chairman of Giga Investment Corp.
  • Chairman of Giga-Byte Communications Inc.
  • Director Representative of G-Style
  • 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 Representative of Shun on Electronic Co., Limited
  • Director Representative of Spirox Corporation
  • Director Representative of AMIDA Technology, Inc.
Vice Chairman Ming Wei Investment Co., Ltd. Representative:

Liu, Ming-Hsiung

Male July 2, 2021 / April 12, 2006 EMBA, National Cheng Chi University
  • Senior VP of Gigabyte
  • Director Representative of Giga Investment Corp.
  • Director Representative of Giga-Byte Communications Inc.
  • Chairman of G-Style
  • 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 Representative of AmidaTechnology
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
  • Senior VP of Gigabyte
  • Director Representative of Giga Investment Corp.
  • Director Representative of Giga-Byte Communications Inc.
  • Director of Giga-Trend International Investment Group Ltd.
  • Director Representative of MyelinTek Inc.
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
  • Senior VP of Gigabyte
  • Director Representative of Giga-Byte Communications Inc.
  • Chairman, Selita Precision Co., Ltd.
Director Shi Da
Investment Limited
Representative:Ko, Cong-Yuan
Male July 2, 2021 / June 18, 2012 Master of Engineering Management, Tsinghua University
  • Chairman of Albatron technology Co., Ltd.
  • Independent Director of Liwanli Innovation Co., Ltd.
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
  • Group General Manager of Gigabyte.
  • Chairman of Gigaipc Co., Ltd.
  • Director Representative of MyelinTek Inc.
Independent Director Wang, Hwei-
Min
Male July 2, 2021 / June 11, 2018 Master of Industrial Management, Chung Hua University
  • Chairman, Moores Rowland CPAs
Independent Director Chan, Yi-Hong Male July 2, 2021 / June 17, 2015 California State University, Fullerton

EMBA, National Chengchi University

  • Director Representative of Innovative Logistics Co., Ltd.
Independent Director Yang, Cheng-Li Male July 2, 2021 / July 2, 2021 MBA, Tulane University, USA.

EMBA, National Chengchi University

  • Chairman, King Core Electronics Inc.
  • Chairman, Allied Biotech Corporation.
  • Independent Director, Scientech Corporation.
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
  • Presiding Lawyer, PCL Transasia Law Offices
Independent Director Peng, Peng-Huang Male June 9, 2023 / June 9, 2023 MBA, Soochow University

Department of Electrical Engineering, National Taipei

  • Chairman and President, Singatron Group
  • Director, Info-Tek Corp.
  • Director, Kingstate Electronics Corporation

 

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.

Succession Planning and Operations for Board Members

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 candidate’s 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.

  • 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 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.

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.

Remuneration Committee Members
Name Experience Term
Wang, Hwei-Min Chairman, Moores Rowland CPA Jul 2021 – Jul 2024
Yang, Cheng-Li Chairman, King Core Electronics Inc. Jul 2021 – Jul 2024
Peng, Peng-Huang Vice President, Info-Tek Corporation Jul 2021 – Jul 2024

For more details of the composition, responsibilities, and operation of the Committee, please refer to the 2022 GIGABYTE Annual Report.

2023 Remuneration Committee Meetings
Date Agenda Resolutions
January 13, 2023
  1. The Company’s regulations on the performance bonus of each business group for 2023.
  2. Assessment and recommendation on the year-end bonus for managers of the Company.
  3. Self-assessment of the performance of the board and individual directors for 2023.
Passed by all committee members as proposed.
March 13, 2023
  1. Assessment and recommendation on the distribution of compensations to employees and directors in 2022.
  2. Self-assessment of the performance of the board and individual directors for 2022.
Passed by all committee members as proposed.
April 28, 2023 Companyʼs plan to issue employee restricted stock awards. Passed by all committee members as proposed.
May 12, 2023 Assessment and recommendation on 2022 distribution of remuneration to directors. Passed by all committee members as proposed.
August 11, 2023
  1. Assessment and recommendation on the salary (annual salary adjustment) for managers of the Company.
  2. Assessment and recommendation on the Company’s distribution of remuneration for managers in 2022 in accordance with business performance.
Passed by all committee members as proposed.
September 2, 2023
  1. Subsidiary Giga Computing’s plan to offer stock options to employees.
  2. The Company’s regulations on the performance bonus of the Group and each business group for 2024.
Passed by all committee members as proposed.
Octorbor 17, 2023
  1. Subsidiary Giga Computing’s issue of employee stock options, the list of managers subscribed to the option and the number of shares they subscribed to.
  2. Subsidiary International Bestyieldʼs regulations on the performance bonus for 2024.
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 Experience Term
Chan, Yi-Hung Chairman, Taisun Enterprise Co., Ltd Jul 2021 – Jul 2024
Wang, Hwei-Min Chairman, Moores Rowland CPA Jul 2021 – Jul 2024
Yang, Chang-Li Chairman, King Core Electronics Inc. Jul 2021 – Jul 2024
Lin, Li-Chan Presiding Lawyer, PCL Transasia Law Offices Jun 2023* – Jul 2027
Peng, Peng-Huang Chairman and President, Singatron Group Jun 2023* – Jul 2027

*Note: The 2023 Shareholders’ Meeting elected 2 additional independent directors. The newly elected directors began their appointment after the election on the date of the shareholders’ meeting.

For more details of composition, responsibilities, and operation of the Committee, please refer to the 2022 GIGABYTE Annual Report.

Nominating Committee

The 1st Nominating Committee was chosen on August 13, 2021, and composed of 3 directors (incl. 2 independent directors).

 

  • Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the Board of Directors and the Group President, and finding, reviewing, and nominating candidates for directors and Group President.
  • Establishing and developing the organizational structure of the Board and each committee, evaluating the performance of the Board, committees, directors and Group President, as well as evaluating the independence of the independent directors.
  • Establishing and reviewing on a regular basis programs for directors’ continuing education and the succession plans of directors and Group President.
  • Establishing corporate governance guidelines of the Company.
Nominating Committee Members
Title Name Professional qualifications and experience Term
Convener Yang, Chang-Li
  • Independent Director of GIGABYTE
  • Extensive experience in business management, leadership, decision-making, and the industry.

 

1st term

Aug 2021 – Jul 2024

Committee member Yeh, Pei-Cheng
  • Chairman of GIGABYTE
  • Extensive experience in business management, leadership, decision-making,k and the industry

1st term

Aug 2021 – Jul 2024

Committee member Wang, Hwei-Min
  • Independent Director of GIGABYTE
  • Professional business management ability along with knowledge of corporate governance trends and securities regulation

1st term

Aug 2021 – Jul 2024

For more details of composition, responsibilities, and operation of the Committee, please refer to the 2022 GIGABYTE Annual Report.

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 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 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