Company Philosophy

Novatek commits to integrity and acts complied with government laws and regulations to provide sufficient operational transparency and respect for shareholder rights. The Company's Board of directors consists of industry seniors with profound professional experiences and related expertise. The Remuneration Committee and the Audit and Risk Committee are constructed under supervision by the Board of directors to further reinforce the Company's internal operation and corporate governance.

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Corporate Governance Officer

Corporate Governance

 

 

  

 

The Board of Directors appointed Mr. Shen-Cheng, Chou, the Assistant Vice President of Novatek, as the Corporate Governance Officer, serving as the highest-ranking executive responsible for corporate governance matters on July 26, 2019. Primary duties include the agenda planning and procedural affairs of Board of Directors, Audit and Risk Committee, Remuneration Committee, Nominating and Sustainable Development Committee, as well as matters related to shareholders’ meetings, providing directors with information necessary to perform their duties, assisting directors with onboarding and annual continuing education, maintaining information exchange and communication of views between board members and internal units of the Company, assisting directors in complying with applicable laws and regulations and also reporting regularly to the Board on the operation of corporate governance on an annual basis, who has completed 12 hours of continuing education for Corporate Governance Officer in 2025.

2025 Implementation of  Corporate Governance

  • According to the 11th term Corporate Governance Evaluation results, the Company was ranked in the top 5%.
  • The Company purchased NT$100 million in the 2nd senior unsecured financial debenture (short name:P14 TCB 1) of Taiwan Cooperative Bank in 2025, which were approved for OTC green bond qualification and regularly issue fund utilization reports reviewed by impartial third-party organization. By purchasing the bond, the Company can fund the bank to support industries in capital raising for sustainable and socially beneficial investments, demonstrating our commitment to social and environmental positive impact as well as long-term benefits.
  • The shareholders meeting operation and meeting data were all completed and announced in accordance with the statutory deadline.
  • As required by regulations, the agenda data of meetings held by the Board of Directors and functional committees- Remuneration Committee, Audit and Risk Committee as well as Nominating and Sustainable Development Committee have been provided to each director at least 7 days prior to the meeting, the meeting minutes have been offered within 20 days after the meeting and inquiries from directors have been responded promptly and completely.
  • The Risk Management Committee and ESG Sustainability Committee of the Company reported the Company's risk monitoring results and response strategies (including climate change risks and opportunities) to Audit and Risk Committee, Nominating and Sustainable Development Committee and the Board of Directors on a regular basis, which is helpful for the Board to supervise.
  • In 2025, internal self-evaluation was adopted to complete the performance evaluation of the Board of Directors, functional committees and individual directors.
  • Director' s training courses: In 2025, the information of external advanced study courses for directors was provided every quarter to assist directors in arranging their advanced studies. Taiwan Corporate Governance Association was delegated to arrange "On-site Teaching" courses, advanced studies for the board members. All of the directors completed at least 6 hours of advanced studies in 2025.
  • In 2025, thirty million US dollars of liability insurance(including excess insurance) was taken out for its directors.
  • In 2025, the independent directors and the internal audit supervisor held three individual meetings, and the communication was smooth.
  • In 2025, the independent directors and the CPAs held four individual meetings, and the communication was smooth.

Ethics and Integrity

Trustworthiness is one of Novatek’s mottos while our management team and all employees are asked to obey and follow. In order to ensure the implementation of the ethical management, Novatek has formulated the “Anti-Corruption, Anti-Bribery Commitment”, “Principles of Ethical Corporate Management” and “Procedures for Ethical Management and Guidelines for Conduct” and assigned Intellectual Property & Legal Department and Human Resources Department responsible for the monitoring and implementation of ethical management policies and prevention programs, reporting to the President regularly and annually to the Board of Directors on the implementation status.

 

Novatek also sets the internal and external reporting mechanisms for violations of ethical management and whistle-blower protection stipulated in “Regulations Governing Grievance and Whistleblowing”. The internal and external reporting mailboxes will automatically forward a copy of the report to the Audit and Risk Committee, Internal Audit supervisor and Intellectual Property & Legal Department director.

 

In 2025, the Company received 28 cases through the reporting channel, each was investigated per standard procedures and found not falling within the scope of  ethics and integrity. The Company treated the matters confidentially, provided timely responses, and will, if necessary, pursue disciplinary measures or legal action in line with internal rules and relevant laws.

 

The Company emphasizes in the “Ethical Management and Guidelines for Conduct” training course materials that directors, managers, and other insiders are prohibited from trading stocks during the closed periods, which are defined as 30 days prior to the annual financial reports public disclosure and 15 days prior to each quarterly financial reports public disclosure. Additionally, in January, April, July, and October of 2025, we have separately informed directors and managers via email of the closed periods before each quarterly financial reports public disclosure to remind insiders to avoid inadvertently violating these regulations.

 

2025 Ethics and Integrity Training Information

The online course of “Advocacy of Integrity Management Behaviors” has been organized for the entire staff once a year, and the content of this course includes the six major topics of processing of major internal information, prevention of insider transaction, avoidance of conflict of interests, protection of trade secret, integrity management, and informing channel. The advocacy of relevant information has been conducted once every six months.

 

Novatek has completed the above-mentioned course in August 2025 and 2024. Personnel eligible for the course include full-time employees and contract employees. The course materials, including presentation slides and related video files, were archived in the internal system. If employees are not clear about the content of the Principles of Ethical Corporate Management, they can consult the Human Resources Department and the Legal Department for more information.

 

Year

Name of the Course

Number of People Completing the Course

Completion Rate for all Employees

2025

Promotion of Integrity Management Practices

3,463

99.74%

2024 Promotion of Integrity Management Practices

3,181

100.00%

 

 

2025 Anti-Corruption Training Information

Type

 Number of People Applicable for the Training Number of People Completing the Training Completion Rate
Gender Male 2,883  2,876 99.76%
 Female 589 587 99.66%
Position  Regular employees  3,053 3,044 99.71%
 Supervisors 411 411 100.00%
 Directors 8  8 100.00%

 

Privacy Policy

We value the privacy of our customers, partners, suppliers, and other business partners, and adhere to the Personal Data Protection Act. We have established a Privacy Policy and implemented personal data security measures to ensure that personal data is properly protected and kept confidential during the collection, processing, storage, use, and access. We comply with relevant laws and regulations regarding personal data and information security, and follow our established Privacy Policy. The scope of application includes all our subsidiaries, branches, affiliates, customers, partners, suppliers, and other business partners. To ensure the effective management of personal data-related risks, all of our relevant departments involved in the collection, processing, use, or international transfer of personal data for the performance of business duties shall be responsible for the implementation of, and compliance with, our Personal Data Protection Management Regulations. Our Intellectual Property and Legal Affairs Department is responsible for overseeing and supervising both the content and the implementation of the Personal Data Protection Management Regulations. Our Privacy Policy expressly provides dedicated channels for relevant parties to submit inquiries or reports. In 2025, no violations of the Personal Data Protection Act were recorded.

2025 Intellectual Property and Legal Affairs Training Information

Novatek has completed the following courses in 2025. Personnel eligible for the course include full-time employees and contract employees. The course materials, including presentation slides and related video files, were archived in the internal education and training system.  

Name of the Course

Completion Rate for all Employees

Number of People Completing the Course

Trade Secrets Act

84.3%

3,416

Personal Data Protection Act

92.4%

3,745

 

Management-level Succession Planning

Company’s management-level personnel must not only possess outstanding professional abilities and substantial abilities in terms of work execution, but at the same time, they must also fulfill our business philosophy of integrity, create sustainable corporate value, and implement Novatek’s corporate social responsibility.

To meet with the development of the Group’s organization, the Company continues to dynamically cultivate potential middle and senior management personnel through the following programs:

Expertise Development Training for Middle and Senior Management

Job Rotation Experiential Learning

Regular Goal-oriented Assessments

 

The Company’s Human Resources Department conducts annual assessments of its talent development programs and training courses for middle and senior management based on the criteria of “organizational and strategic leadership competency.” It also invites promising supervisors to study specific topics alongside middle and senior management personnel and to engage in mutual exchanges of ideas, thereby promoting a sustainable culture of mentorship at the management level. “Organizational and strategic leadership competency” for senior managers includes five key areas: demonstrating business acumen, exerting strategic influence, leading organizational success, nurturing organizational talent, and driving change and innovation. From these, we define the core competencies required for functional performance, use them to focus the year’s key training topics, and establish an annual leadership competency training program with specific learning objectives. This aims to enhance the leadership team’s core capabilities and strengthen their commitment to sustainable development.

 

To ensure continuous improvement of leadership competency, the Company has set clear continuing-education targets for supervisors at the division level and above: newly appointed supervisors must complete at least 12 hours of continuing education in their year of appointment, while incumbent supervisors must complete at least 6 hours each year. In 2025, all supervisors met the continuing-education targets, achieving a 100% completion rate.


In 2025, a total of 11 in-person courses and 2 online courses were offered, and an external learning platform was made available for middle and senior managers to continue their professional development. In addition to forward-looking technical specialist courses, the following leadership competency training topics were planned: "Responding to US–China Trade Barriers," "Macroeconomic and Political–Economic Analysis," "Effective Crisis Response Strategies," "Leadership Development Reading Club: Autobiography of Morris Chang and the Biography of Jensen Huang," "Enterprise Risk Management and Trends," and "Industry Trend Analysis Seminars." These professional courses are designed to help middle and senior managers not only grasp industry trends and enhance operational acuity, but also continuously strengthen strategic leadership competencies to improve managerial effectiveness and team collaboration, thereby creating a more cohesive and innovative work environment that drives the Company toward its long-term goals. To address the diverse needs of different managers, the Company also offers tailored personal-effectiveness enhancement courses aimed at strengthening workplace performance and facilitating personal growth.

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The Company attaches great importance to learning through practical experience. In addition to executing various project tasks during normal working hours, participating in monthly business meetings, we also hold regular strategic meetings for senior executives to focus on topics such as setting annual goals, developing three-year strategies as well as organizational talent development strategies to facilitate the exchange of ideas. Reviews and evaluations of job rotation arrangements, including the assignment and promotion of important projects and tasks, experiences and rotations across different professional fields and the expansion of management scope are also carried out each year. This is to allow management-level candidate successors to engage more deeply in operational management, thereby cultivating a well-rounded perspective on business operations and enhancing decision-making as well as team leadership capabilities.

 

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The Company conducts annual performance assessments to evaluate the achievements of middle and senior management; these assessments serve as a reference for promotion decisions and reviews of management-level salaries and compensation. The Human Resources Department has also designed and implemented a comprehensive mentorship and talent-development mechanism that identifies key positions and periodically reviews a roster of high-potential middle and senior management candidates, ensuring the senior leadership team has an adequate pool of qualified successors. We review staff development progress annually and adjust development plans accordingly, using the results as part of the succession assessment for the senior leadership team.

Functional Committee and Policies

Novatek’s Board of Directors consists of eight distinguished members with a great breadth of industry experiences or professionals. Five of those eight members are Independent Directors. For the purpose of developing supervisory functions and strengthening management mechanisms, the Company has established the Audit and Risk Committee and Remuneration Committee, which be responsible to the board of directors and submit their proposals to the board of directors for approval.

Board of Directors

Novatek’s directors, four of whom are female, have industrial experience in more than 4 different industries including the semiconductor industry, panel industry, computer information industry and investment industry or academia, etc. The current Board of Directors consists of eight members, comprising five independent directors, one external director and two directors who are employees of the Company (accounting for 62.5%, 12.5% and 25% of all directors, respectively); four of whom are male, four of whom are female(accounting for 50% and 50% of all directors, respectively).

Chairman

Tai-Shung, Ho

Vice Chairman

Steve Wang

Director

Linda Cheng

Independent Director

Jack Liu

Independent Director

TingTing Hwang

Independent Director

Huey-Jen Su

Independent Director

James Wang

Independent Director

Sharon Liao

Responsibilities of the Board of Directors

The responsibilities of Novatek Microelectronic’s Board of Directors are to assist management in the formulation of short, medium and long-term strategic plans which correspond with corporate objectives and meet the expectations of our shareholders and stakeholders, and to vigorously implement the responsibilities of executive supervision, convening meetings every quarter, and maintaining excellent communication with the management level.

 

Subject Matters of Resolutions in 2025:

Date

Meeting

Resolutions

2025.02.25 The 4th meeting of the 10th Board
  • Approved the scope of the Company’s non-executive employees.
  • Approved 2024 business report and financial statements.
  • Approved 2024 internal control statement.
  • Approved 2025 business plan and capital expenditure budget plan.
  • Approved the amendment to the Company's “Articles of Incorporation”.
  • Acceptance of the date, location and agenda for 2025 shareholders’ meeting.
  • Donation to the “Novatek Educational Foundation”.
2025.03.27 The 5th meeting of the 10th Board
  • Change of dual attestation CPA pairing from Q1 2025
  • 2025 CPA’s independence and competency assessment.
  • Approved the distribution of 2024 profits.
2025.04.29 The 6th meeting of the 10th Board
  • Approved 2025 Q1 consolidated financial statements.
  • Approved the capital increase in subsidiary.
  • Approved “Novatek’s 2024 Sustainability Report”.
2025.07.29 The 7th meeting of the 10th Board
  • Approved 2025 Q2 consolidated financial statements.
  • Approved the capital increase in subsidiary.
2025.11.04 The 8th meeting of the 10th Board
  • The amendment to the Company's “Nominating and Sustainable Development Committee Charter”.
  • Approved 2025 Q3 consolidated financial statements.
  • Approved the capital increase in subsidiary.
  • Approved the formulation of internal control system and implementation rules for internal audit operations of payroll cycle.
  • Approved 2026 “Internal Audit plan”.
  • Approved changes in the Company's Financial Officer, Accounting Officer and Acting Spokesperson.
  • Approved the Company's 2025 “Enterprise Value Enhancement Plan”.

  

Board Performance Evaluations

The Company passed the “Measures for Performance Evaluation of the Board of Directors” in the October 2019 board meeting, which stipulates that an internal board meeting and functional committee be held every year, and that individual directors carry out a self-performance evaluation. Every three years, a performance evaluation is carried out by an independent external professional institution. The results are reported to the Board of Directors in the first quarter, to serve as a reference in continuously enhancing the board’s operational effectiveness.

 

Results of the Board Performance Evaluations

The overall Board of Directors, functional committee self-evaluations, and the self-evaluations of directors of the board are carried out by means of internal self-evaluation questionnaires annually. The period evaluated was from January 1 to December 31 of the current year. The questionnaires mainly covered the following facets: degree of participation in Company operations, improvement of decision-making quality, composition and structure of membership, position selection and continuous education, and internal control. After statistical self-evaluation results had been collected in 2024 and 2025, the two-year self-evaluation results of the Board of Directors, the Audit and Risk Committee, the Remuneration Committee, the Nominating and Sustainable Development Committee and individual directors all averaged as “Excellent”, which were reported to the Board of Directors in the first quarter of 2025 and 2026, respectively.

  

Evaluation cycle Evaluation period Scope of evaluation Evaluation approach Content of evaluation Evaluation results

Annually

January 1st, 2025 to December 31th, 2025 Board of Directors
Internal self-assessment Participation in company operation, enhancement of decision-making quality of board of directors, composition and structure of board of directors, selection and constant advanced training of directors, and internal control. Excellent
Audit and Risk Committee  Internal self-assessment Participation in company operation, awareness of Audit and Risk Committee’s responsibilities, enhancement of decision-making quality of Audit and Risk Committee, composition and member selection of Audit and Risk Committee, and internal control. Excellent
Remuneration Committee Internal self-assessment Participation in company operation, awareness of remuneration committee ‘s responsibilities, enhancement of decision-making quality of remuneration committee, and composition and member selection of remuneration committee. Excellent
Nominating and Sustainable Development Committee Internal self-assessment Participation in company operation, awareness of Nominating and Sustainable Development Committee‘s responsibilities, enhancement of decision-making quality of Nominating and Sustainable Development Committee, and composition and member selection of Nominating and Sustainable Development Committee. Excellent

Individual directors

Self-assessment for directors

Understanding of company objectives and tasks, awareness of directors’ responsibilities, participation in company operation, management and communication of internal relationship, professionalism and constant advanced training of directors, and internal control. Excellent
 

In addition, in accordance with the Company’s board performance evaluation measures, an independent external professional institution is commissioned to carry out evaluation work every three years. An evaluation report was issued on December 23, 2024, and the Board of Directors reported the results in the first quarter of 2025.

 

  • The Independence of External institutions: The Taiwan Corporate Governance Association is an independent professional institution for corporate governance assessment and board performance evaluation which has already provided services to more than 600 instances for public enterprises, listed OTC companies and general companies with public offerings and non-public offerings of shares.
  • Evaluation Period: November 1st, 2023 to October 31th, 2024.
  • Evaluation Methods: Online self-assessments, collaborative review conducted by the association's evaluation committee members and specialists as well as on-site assessments.
  • Scope of Review (Five Sections):
  1. Composition and Division of the Board of Directors
  2. Guidance and Supervision of the Board of Directors
  3. Authorization and Risk Management of the Board of Directors
  4. Communication and Collaboration of the Board of Directors
  5. Self-discipline and Improvement of the Board of Directors
  • Summary of Evaluations:
  1. More than half of the members of the Company's Board of Directors are independent directors and four female directors make up 50% of the total seats, demonstrating our commitment to gender and professional diversity in board composition.
  2. To enhance organizational efficiency, the Company incorporated risk management into Audit Committee in July 2024, renamed as Audit and Risk Committee. Additionally, sustainability has been integrated into Nomination Committee, renamed as Nominating and Sustainable Development Committee. At the management level, we have established ESG Sustainability Committee and Risk Management Committee, which regularly report to the Board of Directors.
  3. The Company's Board of Directors values the results of external evaluation and continues to strengthen corporate governance. Our corporate governance evaluation scores have consistently ranked within the top 6-20% of listed companies over the long term. In the last two years (the 9th and 10th term), we have advanced to rank within the top 5% of publicly listed companies, achieving exceptional results.
  • Evaluation Recommendations:
  1. It is recommended to incorporate succession and training plan for senior managers into the responsibilities of Nominating and Sustainable Development Committee and regularly report on the operation of expertise development mechanism to the Board of Directors. This will facilitate the board supervising the implementation of the Company's senior talent development and succession plans.
  2. It is also recommended that each Independent Director first provide their assessment of the performance of the Internal Audit Supervisor, which is then submitted to the Chairman for reference and approval. This will further strengthen Audit and Risk Committee's supervisory function over internal audit.
  • Improvement Status:
  1. The Company has amended “Nominating and Sustainable Development Committee Charter”, the succession and training programs for senior managers was placed under the responsibility of Nominating and Sustainable Development Committee in November 2025, also reporting regularly on its operation.
  2. The Company has incorporated 2025 performance evaluation of internal audit supervisor into independent directors' assessment opinions for reference.

 

Succession Planning for Board Members

 

The Company established Nominating Committee in July 2022 and renamed it Nominating and Sustainable Development Committee in July 2024, responsible to nominate candidates for directors and independent directors, strengthen the competency of the Board of Directors and enhance enterprise sustainability value, to enable the Board to oversee the implementation of the Company’s senior talent development and succession plan, the succession and training programs for senior managers was placed under the responsibility of Nominating and Sustainable Development Committee in November 2025, also reporting regularly on its operation.

 

The Company’s selection of directors is based on the overall configuration of the Board of Directors and the realization of the goal of diversifying the professionalism and background of directors, then be voted by the shareholders' meeting.

 

The Company's ongoing director succession plan is based on the Company's amended "Director's Nomination and Selection Policy" approved in 2023, and a director candidate database is established according to the following standards:

 

  • Board members need to have professional backgrounds (such as in law, accounting, industry, finance, marketing or technology) and professional skills (such as operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market outlook, leadership and decision-making) and attach great importance to enterprise sustainability and social participation: corporate governance, environmental sustainability, social responsibility, legal compliance and human rights protection, etc. Apart from requiring that board members have professional backgrounds and specialized skills, in order to prepare them for succession, the Company arranges for each director to take at least six to 18 hours of refresher courses every year. These courses are divided into two main categories: core courses and professional courses, covering areas such as enhancing the performance of Board of Directors, finance, accounting, as well as fields like corporate social responsibility, risk management, internal control systems, corporate governance, etc. Directors are thereby helped to fully familiarize themselves with the Company’s operational activities and acquire new knowledge of the industry’s underlying structure, so as to continuously hone their professional capabilities.
  • 2025 Diversification of the Board:
  1. Female directors account for more than one third of the board seats
  2. The number of independent directors exceeds one-half of the board seats
  3. At least one seat with accounting or financial expertise
  4. At least one seat with academic background
  5. Diverse industrial experience: Experience of directors covers at least 3 different industries
  6. All directors are not a spouse or relative within the second degree of kinship to any of other directors
  7. Limit the number of directors who also serve as managers of the Company to less than one-third of the total directors
  • The Company has formulated “Regulations Governing the Board Performance Evaluation” and conducts an internal board performance evaluation every year. The evaluation results serve as a reference for the selection or subsequent nomination of board candidates and for reviewing the remuneration of individual directors.
  • The Company currently has multiple senior managers who regularly participate each year in leadership competency and professional courses aligned with the organization’s strategic plans. The implementation status is also reported to Nominating and Sustainable Development Committee to enable the board to supervise the execution of these programs. In addition, job rotations are arranged to familiarize them with the operation of various units within the Company. They irregularly report to the Board on their areas of responsibility and the Company’s future development so as to become acquainted with board processes and to build a talent pool of senior managers qualified for board membership."
  • The Company commissioned Taiwan Corporate Governance Association to arrange two "On-site Teaching" courses, covering “Personal Information Security Audit” and “Strengthening Corporate Governance Resilience: Sustainability Disclosure and Internal Controls in Practice”, totaling 6 hours for board members in 2025, which aims to enhance the professionalism of the directors, enabling them to better fulfill their supervisory functions. All of the directors completed at least 6 hours of continuing education courses in 2025.

 

Download

  • 2024 Board Diversity Policy and Implementation
    PDF
  • Procedures and Rules of Board of Directors Meeting
    PDF
  • Regulations Governing the Board Performance Evaluation
    PDF