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.
For any agenda item in which a director or the legal entity they represent has a conflict of interest, the director is required to disclose the material aspects of the conflict at the board meeting, in accordance with Article 15 of the Company's Rules of Procedure for Board Meetings. If the matter may potentially harm the interests of the Company, the director must recuse themselves from discussion and voting and may not act as a proxy for other directors in voting. Additionally, if a director's spouse, relative within the second degree of kinship, or a company under their control or subordinate relationship has an interest in the matter, the director is deemed to have a personal interest in the agenda item. For information on directors' recusals from discussion and voting due to conflicts of interest, please refer to Gemtek Technology Co., Ltd.'s 2024 Annual Report.
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. |
Remuneration Policy
Pursuant to Article 20 of the Articles of Incorporation, the Company shall, after deducting employee bonuses and remuneration benefits of directors from the current year's pre-tax benefits, allocate 13.5% for employee profit sharing bonuses and no more than 1.8% for the remuneration benefits of directors and supervisors. Employee profit sharing bonuses are to be granted in the form of securities or cash to eligible company employees, and such occurrences will be mentioned and reported during the shareholders' meeting. However, in the event of accumulated losses, the Company shall not distribute bonuses.
Upon the closing of the Company's annual financial accounts, if surplus profit is determined, the Company shall first pay taxes and make up for all past losses; then, set aside a 10% legal capital reserve and allocate or reverse special reserve from earnings in accordance with laws or regulatory requirements. The remainder of the profits, shall be combined with retained earnings from prior years and allocated as shareholders’ dividends, subject to a proposal by the Board of Directors and approval by shareholders at a shareholders’ meeting.
Since the Company is in a growth phase, its dividend policy takes into consideration the overall environment and industry characteristics. The financial structure and earnings performance are key factors in determining the amount and type of surplus distribution. Bearing in mind the Company’s funding needs and long-term financial planning, while also meeting shareholders’ expectations for cash returns, surplus earnings are primarily distributed in the form of cash dividends. Stock dividends may also be distributed. However, the amount of cash dividends distributed each year must represent at least 10% of the total annual dividend distribution, including both cash and stock.
