![](/upload/website/novatek-esg-governance_sdg-22061716-582.png)
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 |
|
|||||||||||||||||||||||||||
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.
|
|
||||||||||||
|
2023 Anti-Corruption Training Information |
|
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. |
|
|||||||||
|
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.
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.
Huey-Jen Su
Jack Liu
Tai-Shung, Ho
Responsibility |
The Committee's goal is to assist the Board of Directors (“the Board”) to enhance the management mechanism and to improve corporate governance for the Company’s sustainable development. The objectives of the Committee are as follows:
|
Resolutions, results, and opinions in 2023: |
The Nominating Committee held meeting 2 times in 2023. Attendance rate of each member was 100%. |
|
Download
-
Nominating and Sustainable Development Committee Charter