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 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.

2024 Training Information

Training Institution

Name of the course

Hours

Taiwan Corporate Governance Association Based on TIPS - What an Enterprise should do to Prevent and Control Intellectual Property Risks
Taiwan Corporate Governance Association Corporate Governance Supervisor Compliance Work Practice
Taiwan Corporate Governance Association Enhancing Corporate Sustainable Operation : Increase Corporate Value through Diversified Management
Taiwan Corporate Governance Association How the Board of Directors Reviews Reports
Accounting Research and Development Foundation “Advanced Program for the Continuing Education of Accounting Supervisors of Issuers, Securities Firms, and Securities Exchanges: Audit”
Accounting Research and Development Foundation “Advanced Program for the Continuing Education of Accounting Supervisors of Issuers, Securities Firms, and Securities Exchanges: Corporate Governance” 3 
Accounting Research and Development Foundation “Advanced Program for the Continuing Education of Accounting Supervisors of Issuers, Securities Firms, and Securities Exchanges: Professional Ethics and Legal Liability” 6
Total 24
 

2024 Implementation of  Corporate Governance

  • According to the 10th term Corporate Governance Evaluation results, the Company was ranked in the top 5%.
  • The Company purchased NT$100 million in the 1st senior unsecured financial debenture (short name:P13 Mega Bank 1) of Mega International Commercial Bank Co., Ltd. in 2024, which were approved for OTC social bonds 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 the Audit and Risk Committee and the Board of Directors on a regular basis, which is helpful for the Board to supervise.
  • In 2024, internal self-evaluation was adopted to complete the performance evaluation of the Board of Directors, functional committees and individual directors. Additionally, Taiwan Corporate Governance Association was commissioned to carry out performance evaluation of the directors.
  • Director' s training courses: In 2024, the information of external advanced study courses for directors was provided every quarter to assist directors in arranging their advanced studies. In June, a meeting was organized to provide newly elected directors with appropriate orientation to familiarize them with the Company's operations and their responsibilities as directors. In October, Taiwan Corporate Governance Association was delegated to arrange “home tutoring” advanced studies for the board members. All of the directors completed at least 6 hours of advanced studies in 2024.
  • In 2024, thirty million US dollars of liability insurance(including excess insurance) was taken out for its directors.
  • In 2024, the independent directors and the internal audit supervisor held three individual meetings, and the communication was smooth.
  • In 2024, 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 2024, the Company received 5 cases through the reporting channel. All cases were handled promptly and responded confidentially. There were no cases where ethical misconduct was substantiated through investigations.

 

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 2024, 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.

 

2024 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 2024 and September 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.

 

Year

Name of the Course

Number of People Completing the Course

Completion Rate for all Employees

2024

Promotion of Integrity Management Practices

3,178

99.91%

2023 Promotion of Integrity Management Practices

2,985

99.87%

 

 

2024 Anti-Corruption Training Information

Type

 Number of People Applicable for the Training Number of People Completing the Training Completion Rate
Gender Male 2,659  2,656 99.89%
 Female 522 522 100.0%
Position  Regular employees  2,812 2,809 99.89%
 Supervisors 361 361 100.0%
 Directors 8  8 100.0%

 

2024 Intellectual Property and Legal Affairs Training Information

Novatek has completed the following courses in 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 education and training system.  

Name of the Course

Completion Rate for all Employees

Number of People Completing the Course

Trade Secrets Act

87.8%

2,788

Personal Data Protection Act

88.4%

2,808

 

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 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.

Nominating and Sustainable Development Committee Members

The Company has established the Nominating Committee on July 29, 2022 and renamed the Committee to Nominating and Sustainable Development Committee from July 29, 2024. The Committee is composed of two Independent Directors and one Director, which the tenures are from June 12, 2024 to May 30, 2027. The convener of the Committee, independent director Huey-Jen Su, has an international market perspective, ability to lead and ability to make policy decisions, and the Committee member, independent director Jack Liu , has ability to perform accounting and financial analysis, ability to make operational judgments and ability to conduct management administration, etc., and both have corporate governance expertise, which meets the professional requirements of the Committee.

Independent Director(Convener)

Huey-Jen Su

Independent Director

Jack Liu

Chairman

Tai-Shung, Ho

Responsibility

In order to strengthen the functions of the Board of Directors, enhance enterprise sustainable value and to improve corporate governance structure. The objectives of the Committee are as follows:

 

  1. Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the board, and finding, reviewing, and nominating candidates for directors based on such standards.
  2. Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee, and each director and the independence of the independent directors.
  3. Establishing and reviewing on a regular basis programs for director continuing education and the succession plans of directors.
  4. Establishing corporate governance guidelines of the Company.
  5. Supervising the sustainability strategies of the Company, including planning and execution of environmental, social, and corporate governance.
  6. Reviewing shareholder’s proposal and proposing responses to the board of directors for discussion.

 

Resolutions, results, and opinions in 2024

The Nominating and Sustainable Development Committee held meeting 4 times in 2024. Attendance rate of each member was 100%.

 Date  Meeting   Resolutions

Nominating and Sustainable Development Committee Opinion

 Action of the Company in Responding to the Nominating and Sustainable Development Committee
2024.02.29 The 5th meeting of the 1st Committee To report 2023 performance evaluation of the Board of Directors No resolution required for the report cases No comments need to be dealt with. If there is any, it will be proposed at the Board meeting and approved by all the directors attending the meeting.
2024.03.29  The 6th meeting of the 1st Committee The Board of Directors’ nomination of the Company's 10th term Directors Approved by all members present in the meeting
Reviewed the nomination list of candidates for the 10th term Directors
2024.06.12 The 1st meeting of the 2nd Committee The election of the convener of the Nominating Committee Committee member Huey-Jen Su has been elected as the convener of the 2nd Nomination Committee.
2024.07.29 The 2nd meeting of the 2nd Committee The appointment of the Company's Remuneration Committee members. Approved by all members present in the meeting
The renaming of the Company's Audit Committee and amendment to the Charter
The renaming of the Company's Nominating Committee and amendment to the Charter

 

Download

  • Nominating and Sustainable Development Committee Charter
    PDF