Gemtek Technology firmly believes that achieving good corporate governance can secure the most benefits for the company's stakeholders. The company has strived to maintain an effective board of directors to ensure the stability of operational performances, appointed competent management teams to collect and disclose important information about the company, and implemented a spokesperson system following regulations to protect the rights and interests of investors. In addition, the board of directors periodically reviews the appropriateness of the company's remuneration system. And to strengthen corporate governance, an audit committee and a remuneration committee were established under the board of directors to supervise the policies and general affairs of the company in accordance with the articles of incorporation.
Organizational Chart
The Board of Directors
The Board of Directors is the highest governing body and the ultimate decision-making center of Gemtek Technology. It plays a crucial role in overseeing and managing the company's overall operations. According to the company's articles of incorporation and Procedures for Election of Directors, the board comprises nine directors, each serving a three-year term. Directors are elected through a candidate nomination system, with the current board inaugurated on June 9, 2022. The board includes 3 independent directors. All directors are Taiwanese citizens over 50 years old, and 1 of the 9 directors is female.
In 2023, the Board of Directors held 6 meetings, with an average attendance rate of 96.33.
Evaluation of the Board of Directors
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 2023 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 2023 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 2023, 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 2023, the committee held four 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 2023, the committee held five meetings, with an average attendance rate of 100% from all members. |
| ESG 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 2023, the committee held two meetings, with an average attendance rate of 100% from all members. |
