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. |
2024 Training Information |
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2024 Implementation of Corporate Governance |
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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.
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2024 Anti-Corruption Training Information |
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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. |
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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 eight members, comprising 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); four of whom are male, four of whom are female(accounting for 50% and 50% 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 2024: |
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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 2023 and 2024, the two-year self-evaluation results of the Board of Directors, the Audit and Risk Committee, the Remuneration Committee, the Nominating and Sustainable Development Committee and individual directors all averaged as “Excellent”, which were reported to the Board of Directors in the first quarter of 2024 and 2025, respectively. |
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Succession Planning for Board Members |
The company established the Nominating Committee in July 2022 and renamed it the Nominating and Sustainable Development Committee in July 2024, which be responsible to nominate candidates for directors and independent directors, strengthen the competency of the Board of Directors and enhance enterprise sustainability value. 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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- The Company has formulated“Regulations Governing the Board Performance Evaluation” and conducts an internal board performance evaluation every year. The evaluation results serve as a reference for the selection or subsequent nomination of board candidates and for reviewing the remuneration of individual directors.
- The Company currently has a number of senior management talents, being familiar with the business of each unit within the Company through job rotation, also reporting to the Board of Directors from time to time the business which they are responsible for and future development of the company to familiarize themselves with the operations of the Board of Directors in order to cultivate and enrich the talent pool for senior managers for potential board membership.
- The Company commissioned Taiwan Corporate Governance Association to arrange two "On-site Teaching" courses, covering “How the Board of Directors Reviews Reports” and “Enhancing Corporate Sustainable Operation : Increase Corporate Value through Diversified Management”, totaling 6 hours for the board members in October, which aims to enhance the professionalism of the directors, enabling them to better fulfill their supervisory functions. All of the directors completed at least 6 hours of continuing education courses in 2024.