Corporate Governance

Corporate Governance Structure

Board composition and diversity

In accordance with the Company's Articles of Incorporation, the Company shall appoint 5 to 9 directors, and shall include 4 independent directors starting from the 10th term Board of Directors. The directors shall be elected from among the shareholders with disposing capacity in accordance with the law for a 3-year term. The Company elected independent directors in accordance with the law and formed the Audit Committee on June 6, 2008, and abolished the system of supervisors. The Board of Directors is responsible for the approval of important business-related matters. The chairperson and deputy chairperson of the Board of Directors shall be elected by the directors among themselves by a majority of the directors present at the Board of Directors meeting attended by all directors, and shall be in charge of all business affairs. The Remuneration Committee, Audit Committee and Nomination Committee were established under the board of directors to assist in supervision by the board.


The current term of the Board of Directors is from May 25, 2023, to May 24, 2026. GMTC has appointed 5 general directors and 4 independent directors, including one female member. Independent directors account for more than one-third of the total seats on the Board. For detailed information on each board member, please refer to pages 16 to 19 of GMTC's 2024 Annual Report.


Specific management objectives and achievement of the board director diversity policy

Board of Directors

Functional Committee

Audit Committee

The Company's Audit Committee shall be convened by Independent Director Chin-Cheng Chien, and is composed of 4 independent directors. In 2024, 8 audit committee meetings were held, with the aim to assist the Board in supervising the quality and integrity of the accounting, auditing, financial reporting processes, and financial management.


The main focus of work in 2024 is as follows:

1. Financial Statements

2. Auditing and accounting policies and procedures

3. The internal control system and its related policies and procedures

4. A material asset or derivatives transaction

5. A material monetary loan, endorsement, or provision of guarantee

6. Offering and issuance of securities

7. Legal compliance

8. The hiring or dismissal of an attesting CPA, or the compensation given thereto

9. The appointment or discharge of a financial, accounting, or internal auditing officer


Remuneration Committee

The Remuneration Committee is convened by independent director Chin Cheng Chien. In June 2019, a l l three members are independent directors, which meet the requirements of the competent authority. A total of 4 remuneration committee meetings were held in 2024, which help the board of directors in the implementation and evaluation of the overall remuneration and employee benefits, as well as the remuneration for directors and managerial officers. (For the remuneration for directors, please refer to P26~27 of the GMTC's 2024 Annual Report.)


Nomination Committee

On October 28, 2020, the Company established a Nomination Committee for corporate sustainability, assisting the Board on strengthening the management mechanism and corporate governance. The Nomination Committee was convened by independent director Chun-Hsiung Chu, and consists of four independent directors and one director. 2 nomination committee meeting has been held in 2024. With the authorization of the board, the nomination committee shall faithfully exercise due care of a good manager, and submit proposals to the board of directors for discussion:


1. Formulation of the standards of professional knowledge, technology , experience, gender, and other diversified backgrounds and independence rules and standards required for board members and senior managerial officers, which shall be the basis for the search, review, and nomination of candidates of directors and senior managerial officers.

2. Establishing and developing the organizational structure of the board and each committee, and assessing the performance of the board, each committee, and each director and senior executive and the independence of the independent directors.

3. Establishing and reviewing programs for director continuing education and the succession plans of directors and senior executives regularly.

4. Establishing corporate governance guidelines of the Company to strengthen the corporate governance system and practices, and protect the rights and interests of stakeholders.

The State of Operations of the Board of Directors

According to the Company's Articles of Incorporation, a Board meeting is held at least once every quarter to supervise the implementation of business plans, present of financial statements, as well as audit reports and follow-up reports. A total of 9 Board meetings were held in 2024, and the average in-person attendance (excluding proxy) of all directors was

about 93.59%. In addition, the CPAs are invited to explain and discuss the audits of the annual report every year, in order to fully understand the Company's financial status. Important corporate regulations of the board are disclosed in the annual report in the investors' section of the Company's official website. The important corporate regulations such as the Company's Articles of Incorporation, Corporate Governance Best Practice Principles, and Regulations Governing the Establishment of an Internal Audit Department are available for public search.

Board of Directors Performance Assessment

To implement corporate governance and improve board function, the Company's board of directors passed the amendment of the Rules for Performance Assessment of Board of Directors on August 13, 2020, which stipulates that the performance assessment of internal committees shall be conducted once a year, and external board performance assessment shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years. The annual evaluation results will be disclosed on the Company website.

In 2022, the Company engaged the Taiwan Corporate Governance Association to conduct an external performance evaluation of the Board of Directors, resulting in the issuance of a certificate and an evaluation report.

In 2024, the Company conducted an internal performance assessment for the Board of Directors and functional committees, receiving a score of 99.60. The evaluation results were submitted to the Nomination Committee for resolution and then reported to the Board of Directors.

Continuing Education for Directors

To encourage the Company to arrange for new or re-elected directors (including independent directors) to continuously enrich their knowledge, the Company has established "Key Points of Continuing Education for Directors" to encourage directors to improve their professional knowledge, corporate governance, and group knowledge of sustainable development.

Regarding continuing education, the directors shall participate in the training courses held by external organizations, while the Company shall discuss with the accounting firm on the arrangement of suitable training projects. In 2024, the directors and chief corporate governance officer completed the number of training hours required for course training. (Refer to P53~56 of GMTC’s Annual Report for details.)

Board Members' Recusal due to Conflicts of Interest

In order to avoid the conflict of interests of directors, all of the Company's newly appointed directors must sign a consent form, indicating that they will abide by the provisions of Article 23 of the Company Act, and shall have loyalty and exercise the due care of a good administrator in conducting the business operation of the Company. In addition, Article 32 of the Company's Corporate Governance Best Practice Principles and Article 16 of the Rules of Procedure for Board of Directors Meetings also clearly stipulate the directors' avoidance of conflicts of interest for strict compliance.

In 2024, there are a total of 13 proposals related to the conflict of interests of board members, and a total of 2 directors have avoided the conflicts of interest.

Remuneration of Directors and Senior Managers

The remuneration for directors includes monthly salary, reward, traveling allowance, and expenses for the execution of business. According to the Company's Articles of Industry, the Board of Directors is authorized to determine the amount of compensation to the Directors of the Company based on the Directors' level of operational participation as well as the value of the contribution. The standard terms in the industry shall also be considered and shall not exceed the standard of the highest salary level stipulated in the Company's payment method. The Company's Articles of Incorporation also stipulates that no more than 5% of profits shall be allocated as remuneration for directors. In accordance with the Company's Remuneration Committee Organizational Rules, the remuneration for directors is paid in accordance with the Company's Regulations Governing Remuneration of Directors and Functional Committee Members.

The remuneration of senior managers mainly includes employee dividends, performance bonuses, year-end bonuses and salaries, and is measured in terms of the achievement rate, profit margin, operating efficiency, contribution, etc., based on the Company's overall operating performance, industrial future business risks, and development trends. After consideration, the proportion of their remuneration is calculated, and a reasonable remuneration is provided.

The Remuneration Committee reviews the above-mentioned remuneration of directors and senior managers. The personnel unit provides meeting materials with the list of payments, the principle (including scope and method) of the payments, and lists the remuneration of each director and senior managers for directors' review.

In addition to reviewing the payment of remuneration, the adjustment of the remuneration structure was reviewed at the beginning of this year based on the actual business conditions, the general industry standards, and related laws and regulations. After the approval by the Remuneration Committee, it was submitted to the Board of Directors for resolution.

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