Members of the board
Job title | Name | Legal Representative |
|---|---|---|
Chairman of the Board | Donald Huang | |
Director | Liu Zu-Ying | HSING YIN INVESTMENT CO., LTD. |
Director | Ding Ling-Quan | |
Independent Director | Huang Ming-Zhan | |
Independent Director | Cai Rong-Teng | |
Independent Director | Zhang Shi-Jia | |
Independent Director | Chen Xiang-Ru |
Policy of diversification of board members
The person appointed as director should consider and discuss the overall configuration of the Board of Director. The members of the Board should consider the importance of diversification, thus formulate appropriate operational and development-related policies which are to be diversified. These policies include but are not limited to the following two criteria:
1. Basic conditions and values: gender, age, nationality and culture.
2. Professional know-how and skills: professional background (such as legal, accounting, industry, finance, marketing or technology), professional skills and industry experience.
The members of the board should generally have the knowledge, skills and literacy necessary to carry out their duties. The overall abilities of the members should be as follows:
1. Operational judgment.
2. Accounting and financial analysis ability
3. Management ability
4. Crisis handling ability
5. Knowledge of the industry
6. International market concept.
7. Leadership ability.
8. Decision-making ability.
There should be more than half of the seats between the directors and there should be no kinship relatedness.
The Board of Directors of the Company shall consider the composition of the Board of Directors in accordance with the results of the performance evaluation.
Members of the Board of Directors have business, production, finance and other professional backgrounds to meet the relevant provisions.
Board Diversity
Job Title | Name | Gender | Age | Service Year of Independent Director | Business Administration | Decision-making | Industrial Knowledge | Finance and Accounting | Marketing | Law |
Director | Huang, Ya-Hsing | Male | 70~79 | - | V | V | V | V | V | - |
Representative of entity director | Liu, Tsu-Ying | Female | 60~69 | - | V | V | V | V | V | - |
Director | Ting, Ling-Chuan | Male | 50~59 | - | V | V | V | V | V | - |
Independent director | Huang, Ming-Zhan | Male | 50~59 | 3-9 years | V | V | V | V | - | V |
Independent director | Tsai, Jung-Teng | Male | 60~69 | Less than 3 years | V | V | V | V | V | - |
Independent director | Chang, Shih-Chia | Male | 60~69 | Less than 3 years | V | V | V | V | - | - |
Independent director | Chen, Hsiang-Ju | Female | 50~59 | Less than 3 years | V | V | V | V | V | - |
Succession planning and operation of board members and key management：
A. Succession planning and operation of board members
- The Company's Articles of Association stipulate that the election of directors shall adopt a candidate nomination system, and the Company's Code of Corporate Governance Practices and Director Election Rules stipulate that the composition of the Board of Directors should be diversified. The Company also formulates a diversified policy based on its own operations, operating model and development needs, including but not limited to the two major aspects of basic conditions and values, and professional knowledge and skills.
- The Company's "Board of Directors Performance Evaluation Method" evaluates directors' performance through the measurement items of director performance evaluation, including control of company goals and tasks, awareness of responsibilities, participation in operations, internal relationship management and communication, professional functions and further education, internal control, etc., to serve as a reference for future selection of directors.
- The structure of the Board of Directors of the Company shall be determined based on the scale of the Company's business development and the shareholding of its major shareholders, taking into account the practical needs of the operation. Currently, there are 7 directors (including 4 independent directors) with diverse and complementary industry experience and professional capabilities in law, finance, accounting, business management, etc. In the future, the composition structure and experience background of the Board of Directors of the Company will continue the current structure.
Regarding the succession planning of the Board of Directors, the Company invites senior managers to attend the Board of Directors and report to them so that they are familiar with the operation of the Board of Directors and the development of the Group's operations. The Company also consults with internal and external talent pools to select suitable candidates to form the Board of Directors, taking into account diversity, gender equality, shareholding status, and the knowledge, skills and qualities required to perform the duties of a director.
B. Succession planning and operation of key management levels
The founder and general manager of our company adheres to the "microwave oven theory -- the collision inheritance of learning from the best" (see the book "Searching for CEO Successors -- Mastering the Key to Becoming a Corporate Successor" compiled from interviews with CommonWealth Magazine, p. 218 ~ p. 222 for details) in the training of management level, emphasizing continuous learning to create a unique traditional industry. The specific actions are as follows:
- The company will introduce the group talent development system in 2022 and launch a successor talent project plan. Supervisors at or above the department level in each department will be the main training targets. Course topics include strategic thinking, change management, efficient leadership, performance management, etc.
- In 2024, based on personal development capabilities, we will promote personal development plans and send three executives to participate in the "Billion-Dollar CEO Class" of the Business Weekly CEO Academy for training to strengthen their current strengths and improve their readiness for the position.
- The "President's Lecture" will be held once a quarter, with the Group General Manager personally teaching managers at the management level and above, imparting business management philosophy; and from 2025, designated books will be planned to plan a "Reading Club for Managers at the Management Level and Above", with the Group General Manager, general managers of each plant, deputy general managers and chief financial officer as guides and share, in order to optimize system thinking, strategic planning, and implementation.
- Digital learning: Using the talent development system as a platform, in 2023, the Harvard Business Review Online Academy will select 7 major themes and 30 units as teaching materials for online learning for managers at the course level and above; in 2024, the EMBA magazine "Our Academy" course will be launched, with 4 major themes of "Choice and Change", "Communication and Execution", "Strategy and Innovation" and "Leadership and Responsibility". Online courses will be held once a month, and group reports will be made after class; in addition, a physical reading club will be held every quarter to learn from the concepts and practices learned in the online courses every 3 months through experience sharing, entertaining games in the physical reading club, in-class discussions and presentations, etc., to achieve the goals of mutual learning of leadership experience, change response, and improved execution, etc., to cultivate a talent echelon for succession, shorten the succession schedule, and move towards "leveraging, learning from the best, making progress together, and coexisting and prospering together".
Audit Committee
Job title | Name |
|---|---|
Convener | Huang Ming-zhan |
Memebrs of the Committee | Huang Ming-zhan |
Cai Rong-teng | |
Zhang Shi-jia | |
Chen Xiang-ru |
Annual tasks of the Audit Committee:
After the Audit Committee’s deliberation and approval, powers conferred in accordance with Article 14-5 of the Securities and Exchange Act and Article 6 of the Audit Committee Charter shall be submitted to the Board of Directors for resolution.
The main function of the Audit Committee is to supervise the following matters:
- Fair presentation of the Company's financial statements
- Hiring (and dismissal), independence, and performance of the Company’s certificated public accountants
- Effective implementation of the Company's internal control system
- Compliance with relevant laws and regulations by the Company
- Management of the Company’s existing or potential risks
The communication status between independent directors and internal audit supervisors and accountants (should include major matters, methods and results of communication on the company's financial and business conditions, etc.):
The independent directors of the company communicate with the company's certified accountant, financial and accounting supervisor and internal audit supervisor from time to time by telephone, email or meeting.
The audit committee of the company is composed of all independent directors, and the internal audit supervisor and certified accountants sit on the audit committee as non-voting delegates.
Independent directors of the company receive audit reports on a monthly basis, and the head of internal audit communicates on the execution and effectiveness of the audit business.
The appointment and removal of the company's audit supervisor, announcements and other related matters are regulated in the "Internal Audit Implementation Rules", and the appointment of the audit supervisor was approved by the fourth board of directors of the company on December 9, 2015.
Appraisal and salary remuneration shall be handled in accordance with the relevant provisions of the company's human resources, and the audit supervisor and the auditors shall report to the chairman of the board for approval according to the organization.
Salaries and Remuneration Commission
Job title | Name |
|---|---|
Convener | Cai Rong-teng |
Memebrs of the Committee | Huang Ming-zhan |
Cai Rong-teng | |
Zhang Shi-jia | |
Chen Xiang-ru |
Corporate Governance
Procedures for Endorsements and Guarantees Rules and Procedures of Shareholders Meeting SUSTAINABLE DEVELOPMENT BEST PRACTICE PRINCIPLES Rules and Procedures for the Organization of the Audit Committee RULES FOR THE SCOPE OF DUTIES OF INDEPENDENT DIRECTORS WHISTLEBLOWING SYSTEM RISK MANAGEMENT POLICIES AND PROCEDURES Rules for Election of Directors Corporate Governance Best Practice Principles Ethical Corporate Management Best Practice Principles Rules and Procedures for Salary and Remuneration Commission INTERNAL MAJOR INFORMATION PROCESSING PROCEDURES HUMAN RIGHTS AND EMPLOYEE POLICY REGULATIONS ON TRANSACTIONS BETWEEN RELATED PARTIES, SPECIFIC COMPANIES, AND CORPORATE GROUPS Rules and Procedures of Board of Directors Meetings Codes of Ethical Conduct Procedures for Ethical Management and Guidelines for Conduct Performance Evaluation Process For The Board Regulation of Insider Trading RULES AND PROCEDURES FOR THE ORGANIZATION OF THE SUSTAINABILITY AND RISK MANAGEMENT COMMITTEEImplementation Status of Ethical Corporate Management
Assessment items | Operating conditions | Differences and Reasons Pertaining to the Ethical Corporate Management Best Practice Principles of Listed Companies | ||||||||||
Yes | No | Summary explanation | ||||||||||
I. Establishment of Integrity Management Policy and Plan | ||||||||||||
(I) Has the Company established a policy of ethical business practices that has been approved by the Board of Directors, and is this policy clearly stated in its regulations and external documents? Is there a commitment from the Board of Directors and senior management to actively implement these business policies? | V | Global Tek Company has developed the 'Code of Conduct' along with the 'Ethical Management and Guidelines for Conduct'. Once approved by the Board of Directors and presented at the shareholders' meeting, the guidelines are followed accordingly. | No significant differences observed | |||||||||
(II) Does the Company establish a mechanism to assess the risk of dishonest behavior, regularly analyze and evaluate business activities with a higher risk of dishonest behavior within the scope of operations, and formulate preventive measures based on such analysis? Does it also include preventive measures for the behaviors specified in Article 7, Section 2 of the Code of Conduct for Integrity in the Operation of Listed and OTC Companies? | V | On November 8, 2022, Global Tek Company established the 'Sustainable Development and Risk Management Committee' under the Board of Directors. The committee comprises the 'Risk Management Promotion Committee', with the Group General Manager as the convener. It is divided into five groups: Operational Risk Group, Financial Risk Group, Compliance Risk Group, Environment and Climate Change Group, and Human Resources (including Human Rights) Risk Group. In accordance with the 'Ethical Management and Guidelines for Conduct', we have implemented robust accounting and internal control systems for high-risk business activities prone to dishonest behavior. We consistently evaluate and enhance these systems to ensure their effectiveness, and we provide regular reports to the Board of Directors. The Board of Directors' report was filed on December 28, 2023. | No significant differences observed | |||||||||
(III) Does the Company clearly define operational procedures, behavioral guidelines, penalties for violations, and an appeal system within its anti-dishonesty measures? Furthermore, does it effectively implement and periodically review and revise these measures? | V | Global Tek Company has established its integrity operation policy based on the 'Ethical Management and Guidelines for Conduct' and has been actively promoting its implementation across the entire group of companies. On November 7, 2023, the Taiwanese factory organized a physical training course and invited a professional lawyer to deliver a lecture. A test was administered after the course. The results are as follows:
Note: The personnel who did not pass the test are those who are on unpaid leave and those who are on overseas business trips and did not actually participate in the test. | No significant differences observed | |||||||||
II. Implementing Honest Business Practices | ||||||||||||
(I) Has the Company assessed the integrity records of its business partners and incorporated provisions for ethical conduct into the contracts signed with them? | V | According to the provisions of the Code of Conduct, Global Tek Company must promptly terminate business dealings with any business partners or collaborators found to engage in dishonest behavior and classify them as non-cooperative entities. This is to uphold the Company's commitment to integrity in its business operations. | No significant differences observed | |||||||||
(II) Does the Company have a dedicated unit under the Board of Directors to promote business integrity? Do they regularly report their integrity management policy, measures to prevent dishonest behavior, and the implementation and supervision to the Board of Directors at least once a year? | V | The management unit formulates the 'Ethical Corporate Management Best Practice Principles' and the 'Ethical Management and Guidelines for Conduct'. Any amendments or abolition of these documents must be approved by the Board of Directors. The Board of Directors of our Company fulfills its duty of care and supervises the Company to prevent dishonest behavior, ensuring the implementation of our integrity policy. The execution status of operating with integrity in 2023 is as follows: 1. Statement of Signing: (1) The newly appointed internal manager has signed the 'Declaration of Integrity in Business Operations Policy'. (2) New employees are required to sign the 'Confirmation of Management Regulations Review' in order to incorporate the Code of Conduct and Behavioral Guidelines mentioned above into the management regulations. 2. Education and Training: The Human Resources Center is responsible for education, training, and promotion. In 2023 local employees participated in physical training courses on integrity management, anti-corruption, ethical behavior, workplace harassment, human rights, employee policies, and reporting illegal, unethical, or dishonest behavior. On the other hand, foreign employees received education through translated materials in their native languages, totaling 1,653 hours. 3. Compliance Promotion: On September 12, 2023, the Company's meeting unit discussed the topic of preventing insider trading. The meeting covered important regulations for handling internal confidential information. Various levels of management, especially internal executives, were informed about the matters they should pay attention to through videos and case studies. 4. Annual Test: In 2023, local employees underwent an online training system assessment, while foreign employees participated in an educational exam organized by Google. The exams encompassed the aforementioned training areas. 5. Regular Check: The Company conducts annual evaluations and implementations of internal controls to achieve effective management and implementation. The internal audit unit conducts independent audits to ensure the overall operation of the mechanism, jointly managing and preventing the occurrence of dishonest behavior. In 2023, there were no incidents of corruption or violations of insider trading. 6. Whistleblower System and Whistleblower Protection: The Company has implemented specific 'Procedures for Reporting Illegal, Unethical, or Dishonest Behavior' to encourage both internal and external personnel to report any instances of dishonest or inappropriate behavior. The Chairman's Office, Audit Department, and Human Resources Center have been assigned as the designated units to receive these reports. Whistleblowers have the option to make reports through four different channels: email, a dedicated hotline, letter, or in-person reporting. The Company's website also includes a comprehensive corporate governance section that outlines detailed procedures for both internal and external stakeholders. The identity and content of the whistleblower will be kept confidential to ensure that they are not subjected to any improper treatment as a result of the report. In 2023, we received three complaints via our reporting mailbox. Upon verification, these were found to pertain to stakeholder communication, vendor marketing, and research institution surveys. There were no incidents of employees violating ethical integrity or labor rights being infringed upon reported. | No significant differences observed | |||||||||
(III) Does the Company have a policy in place to prevent conflicts of interest, provide appropriate disclosure channels, and ensure its implementation? | V | The Company has implemented a policy to prevent conflicts of interest in its regulations. Any violations can be reported to the Audit Committee, Internal Audit Manager, and executives. Our Company has established a "Procedure for Reporting Illegal, Unethical, or Dishonest Behavior," which provides an appropriate channel for reporting such incidents. This procedure is rigorously enforced. The implementation status in 2023 is consistent with the aforementioned point (II). | No significant differences observed | |||||||||
(IV) Has the Company established effective accounting and internal control systems to implement honest business practices? Does the internal audit unit formulate related audit plans based on the assessment results of dishonest behavior risks, and check the compliance of the dishonest behavior prevention plan accordingly? Or does it delegate the auditing task to an accountant? | V | The Company has implemented efficient accounting and internal control systems. The internal audit unit establishes internal audit plans based on the results of risk assessments and carries out various audit operations in accordance with these plans. In case of special circumstances, separate project audits will be arranged. Audit Report for the Year 2023, Reference No.: 11238. | No significant differences observed | |||||||||
(V) Does the Company regularly provide education and training on integrity management for both internal and external stakeholders? | V | Our Company promotes the principles of integrity in business operations and emphasizes their implementation by employees in various meetings and daily business activities. The training situation: see 1, (3) | No significant differences observed | |||||||||
III. Operation of the Company's Whistleblowing System | ||||||||||||
(I) Has the Company established specific reporting and reward systems, as well as convenient reporting channels, and assigned appropriate personnel responsible for handling the reported targets? | V | The Company has established procedures for reporting "illegal, unethical, or dishonest behavior". Whistleblowers can use four channels to report: email, hotline, physical mail, and in-person reporting. Specific personnel have been assigned to handle and respond to these reports. | No significant differences observed | |||||||||
(II) Does the Company have established standard operating procedures for handling reported matters, procedures to be followed after completing an investigation, and relevant confidentiality mechanisms? | V | The Company has established a procedure for reporting "illegal, unethical, or dishonest behavior". All related documents and information are considered confidential. All personnel involved in the process are fully responsible for maintaining the confidentiality of the proceedings. | No significant differences observed | |||||||||
(III) Has the Company implemented measures to protect whistleblowers from improper treatment as a result of their disclosures? | V | The Company is dedicated to upholding the confidentiality and safeguarding of the whistleblower. | No significant differences observed | |||||||||
IV. Enhance Information Disclosure | ||||||||||||
(I) Has the Company disclosed the content and effectiveness of its Code of Conduct on its website and the Market Observation Post System? | V | The Company has a website for disclosing Company-related information and announces it on the Market Observation Post System in compliance with regulations. | No significant differences observed | |||||||||
V. If the Company has established its own code of 'ethical conduct' in accordance with the "Ethical Corporate Management Best Practice Principles", please describe any differences between its operation and the established code: No significant differences. | ||||||||||||
VI. Important information that aids in understanding the Company's operation with integrity: None. | ||||||||||||