Company Philosophy
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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
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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. |
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2024 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
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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. |
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2023 Ethics and Integrity Training Information |
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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 |
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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:
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The Company’s Human Resources Department conducts annual assessments of the talent development program 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 engage in a mutual exchange of ideas, thereby promoting a sustainable culture of mentorship at the management level. “Organizational and strategic leadership competency” for senior managers include five key areas: demonstrating business acumen, exerting strategic influence, leading organizational success, nurturing organizational talent as well as driving change and innovation. In 2024, senior managers are scheduled to participate in forward-looking technical courses such as "Global Trends in Generative AI" and "Key Technologies in Advanced IC Packaging and Processing", aimed at helping them to grasp industry trends while enhancing operational sensitivity. Additionally, the Company also conduct management courses such as "Leadership Skills to Stimulate Team Potential" to improve managers' leadership abilities alongside team collaboration efficiency, thereby creating a more cohesive and innovative work environment that drives the Company toward achieving long-term goals. To address the diverse needs of different managers, the Company also offers tailored personal effectiveness enhancement courses, aimed at strengthening their performance in the workplace as well as effectively 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 examine the achievements of middle and senior management personnel; these assessments serve as a reference when awarding promotions and reviewing individual salaries and compensation at the management level. Moreover, the Human Resources Department has designed and implemented a comprehensive mentorship and talent development mechanism, through which it defines key positions and periodically evaluates the list of promising middle and senior management candidates. This ensures that the senior leadership team always has an ample pool of high-quality successors. |
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.
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Election of Directors |
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According to Novatek's Articles of Incorporation, directors (including independent directors) shall be elected pursuant to the Candidate Nomination System. The professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations of the ROC Company Law and Securities and Exchange Act.
According to article 192-1 of the ROC Company Act, Novatek shall announce the period for accepting the nomination of director candidates (including independent directors), the number of directors to be elected, the place designated for accepting the roster of director nominees, and other necessary matters. |
