Gemtek Technology firmly believes that establishing a sound corporate governance system, is essential to maximizing stakeholder value. To safeguard investors’ rights and interests, the Company is committed to maintaining an effective Board of Directors to ensure operational stability, appointing dedicated personnel to oversee the collection and disclosure of material company information, and implementing a spokesperson system in compliance with regulations. The Board also periodically reviews the appropriateness of the Company’s remuneration system.
To further strengthen governance, the Audit Committee, Remuneration Committee, and Sustainable Development Committee have been established under the Board of Directors to oversee company policies and general affairs in accordance with the Articles of Incorporation.
Organizational Chart
Board Selection, Composition, and Operations
The Board of Directors serves as the Company’s highest governance and decision-making body, overseeing overall business operations and management. In accordance with the Company’s Articles of Incorporation and the Board Election Regulations, directors are elected through a candidate nomination system. The Company encourages shareholder participation in the nomination and election process, with all related procedures conducted and disclosed in compliance with applicable laws. Directors are elected every three years through a full re-election process. The current Board comprises nine directors, including three independent directors, each serving a three-year term. The current term began on June 9, 2022. All directors are over the age of 50, and one director is female. All directors hold Republic of China (Taiwan) nationality. For the detailed list of Board members, please refer to Gemtek’s official website.
In 2024, a total of 8 Board meetings were held, with an average attendance rate of 92% among all directors.
Board Performance Evaluation
On March 10, 2020, in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies", the Board of Directors passed the "Board Performance Evaluation Methods", which regulates the frequency, period, scope, implementer, and procedures for board performance evaluation. The 2024 evaluation of the effectiveness of the board of directors was carried out in the form of a "Self-evaluation" conducted by individual board members and functional committees. The items that are evaluated include the following aspects: degree of participation in the company's operations; improvement of board decision quality; the composition and structure of the board of directors; the selection and continuing education of directors; and internal control. According to the 2024 evaluation, the overall average score indicates that the effectiveness of the board of directors and functional committees is good.
Director’s Continuing Education
To enhance the effectiveness of its board of directors, Gemtek Technology regularly schedules continuing education courses for board members to strengthen their professional knowledge. In 2024, all 9 members participated in the company's advanced training for directors, accumulating a total of 54 hours of training. All directors of the board have completed the required hours for continuing education prescribed by law.
Functional Committee
| Committee | Members | Responsibilities | Operations |
|---|---|---|---|
| Remuneration Committee | Composed of three independent directors. | Key duties include approving director compensation, evaluating the performance and compensation structure for executives, and setting executive salaries and bonuses. | In 2024, the committee held 4 meetings, with an average attendance rate of 100% from all members. |
| Audit Committee | Composed of three independent directors. | Key responsibilities include overseeing the company's financial statements, ensuring the effectiveness of internal control systems, reviewing procedures for major financial and business transactions, addressing matters involving directors' conflicts of interest, managing significant asset or derivative transactions, major loans, endorsements, or guarantees, fundraising activities, issuance of privately placed securities with equity features, the appointment, dismissal, or compensation of CPAs, the appointment or removal of financial, accounting, or internal audit supervisors, and other significant matters as stipulated by regulatory authorities. | In 2024, the committee held 7 meetings, with an average attendance rate of 95% from all members. |
| Sustainable Development Committee | Composed of the General Manager, Chief Financial Officer, and three independent directors. | The committee is responsible for establishing sustainability policies, drafting annual plans and strategies, tracking and reviewing the progress of sustainability initiatives, and making decisions on related matters. Annual ESG topics and the Sustainability Report are also submitted to the Board of Directors for approval. | In 2024, the committee held 4 meetings, with an average attendance rate of 100% from all members. |
