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 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 Financial Officer of Novatek, as the Corporate Governance Officer responsible for corporate governance matters, including handling of matters relating to Board, Audit 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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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 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 Committee, Audit Manager and Intellectual property & legal Manager.
In 2021, two reports were received through the external reporting mailbox. After investigation, no reasonable evidence was found to show the violation of integrity of management by the employees of Novatek. In 2022, 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” is defined as the knowledge and skill requirements for middle and senior management. It encompasses competencies such as business acumen, strategic influence, organizational synergy, talent cultivation, and change and innovation. In 2023, middle and senior management personnel completed over 20 hours of study in various competency courses, including “Transforming Leadership”, “Business Leadership Models (BLM)”, and “Organizational Development Strategies: Qisda’s ‘Grand Fleet’ Transformation Strategy and Post-investment Management Philosophy”. These courses enhanced management proficiency in the areas of strategy implementation and logical thought, and the knowledge was practically applied to analyze the key points of business strategies, grasp risks and opportunities, and preemptively create and implement action plans.
To provide the critical ESG knowledge required for the Company’s sustainable development, the Human Resources Department launched a methodical, targeted, continuous series of lectures aimed at elevating the management team’s understanding of global ESG trends and industrial development dynamics. The 2023 lecture series included courses on “ESGs, Carbon, and Sustainable Management: Building the Company’s Green Competitiveness”, “Introduction to Internal Carbon Pricing and its Trends”, and “2023 Risk Management Education and Training”. These courses explored how sustainable development goals can be integrated into the company’s operations strategy to improve corporate governance and sustainability performance. Additionally, specialized courses on industrial dynamics and forward-looking technology were offered to meet the needs of different managers and strengthen the management team’s professional capabilities. |
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The Company attaches great importance to learning through practical experience. In addition to the performance of different project tasks during normal working hours, participation in monthly business meetings and regular senior executive strategy meetings, reviews and evaluations are also carried out, and job rotations or participation in external assignment projects are arranged every year. This is to allow management-level candidate successors to accrue experience in business management practices and foster an all-round business management vision, to improve their business management capabilities and mental dexterity, cultivate their decision-making and judgment abilities, and integrate these qualities into their positions. |
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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. Three of those eight members are Independent Directors. For the purpose of developing supervisory functions and strengthening management mechanisms, the Company has established the Audit Committee and Remuneration Committee, which be responsible to the board of directors and submit their proposals to the board of directors for approval.
Audit Committee Members
The Company has established the Audit Committee in June, 2012. The Audit Committee is composed of three Independent Directors, which the tenures are from July 20, 2021 to July 19, 2024.
Jack Liu
Jack Tsai
TingTing Hwang
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Responsibility |
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The Audit Committee of Novatek assists the Board of Directors in supervising the appropriate presentation of the Company’s financial statement, selection/dismissal of CPA (certified public accountant), effectiveness of internal controls, compliance with laws and regulations, and potential risk controls. It holds at least one meeting every quarter, and carries out thorough communication with the Company’s internal auditing unit and CPA. |
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Major resolutions, results, and opinions in 2023： |
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Download
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Audit Committee Charter
