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. |
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 responsible for corporate governance matters, including handling of matters relating to Board, Audit and Risk Committee, Compensation Committee and Shareholders' meetings in compliance with law, assistance in onboarding and continuing education of directors, provision of information required for performance of duties by directors, and assistance in directors' compliance of law, etc. |
2023 Training Information |
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2023 Implementation of Corporate Governance |
- According to the 9th term Corporate Governance Evaluation results, the Company was ranked in the top 5%.
- The Company purchased NT$100 million in general bank debentures (short name:P12 TCB 1) from Taiwan Cooperative Bank in 2023, which were approved for OTC sustainable development bonds qualification.
- 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 or functional committees 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 the Audit and Risk Committee and the Board of Directors on a regular basis, which is helpful for the Board to supervise.
- In 2023, 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 2023, the information of external advanced study courses for directors was provided every quarter to assist directors in arranging their advanced studies, and Taiwan Corporate Governance Association was delegated to arrange “home tutoring” advanced studies for the board members in July. All of the directors completed at least 6 hours of advanced studies in 2023.
- In 2023, thirty million US dollars of liability insurance was taken out for its directors.
- In 2023, the independent directors and the audit supervisor held three individual meetings, and the communication was smooth.
- In 2023, 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 all employees are asked to obey and follow. In order to ensure the implementation of the integrity management, Novatek has formulated the “Anti-Corruption, Anti-Bribery Commitment”, ”Ethical Corporate Management Principles” and “Procedures for Ethical Management and Guidelines for Conduct” and assigned Legal Division and Human Resources Division responsible for the monitoring and implementation of ethical management policies and prevention programs.
Novatek also sets the internal and external reporting mechanisms for violations of integrity 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, Audit Manager and Intellectual property & legal Manager.
In 2022 and 2023, our internal and external reporting channels did not receive any reports of violations of business ethics.
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. |
2023 Ethics and Integrity Training Information |
Novatek has completed the above-mentioned course in September 2022 and 2023. 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.
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2023 Anti-Corruption Training Information |
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2023 Intellectual Property and Legal Affairs Training Information |
Novatek has completed the following courses in 2023. 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. |
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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:
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 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).
Tai-Shung, Ho
Steve Wang
Linda Cheng
Jack Liu
TingTing Hwang
Huey-Jen Su
James Wang
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 2023: |
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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 2022 and 2023, the two-year self-evaluation results of the Board of Directors, the Audit and Risk Committee, the Remuneration Committee and individual directors averaged as “Excellent” and results of the Nominating and Sustainable Development Committee were "Good" in 2022 and "Excellent" in 2023, which were reported to the Board of Directors in the first quarter of 2023 and 2024, respectively. |
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Succession Planning for Board Members |
The Company has established the Nominating and Sustainable Development Committee in July 2022, which be responsible to nominate candidates for directors and independent directors and strengthen the competency of the Board of Directors. 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:
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