Status of Corporate Governance

Governance
Performance

Gamania is committed to maintaining high standards of ethics, corporate governance and effective accountability mechanisms in every aspect of its business. Conducting business in a socially responsible and honest manner serves both the Company’s and shareholders’ long-term interests. Gamania has an internal audit office and independent supervisors to ensure proper reporting and adequate internal controls. Other measures to safeguard shareholders’ interests include the Company’s effective board of directors and the prompt disclosure of relevant information to shareholders. Gamania maintains high transparency with the timely release of information to shareholders and investors. Gamania also convenes post-results press conferences and analyst meetings, with top management present to answer questions.

Corporate Governance Director

【 Appointment of a Corporate Governance Director 】

The proposal for the appointment of a Corporate Governance Director was approved at the 4th meeting of the 10th Board on November 11, 2020, and the Group’s Chief Financial Officer Su, Hsin-Hung was appointed to concurrently serve in such function. Su has over 3 years of experience as a supervisor of stock affairs and in the corporate governance of public companies.。

【 Responsibilities of the Corporate Governance Director 】

To take care of corporate governance-related affairs, including handling matters related to shareholders’ meetings, Board meetings, Audit Committee meetings, Remuneration Committee meetings, the Nomination Committee and various functional committees, assisting directors in taking office and complying with laws and regulations, providing directors with materials required to perform their businesses, and other matters required by laws and regulations, the Articles of Association, or contracts.

【 Continuing studies of the Corporate Governance Director 】

Completed 12 hours of further study in 2023.

【 Business implementation status 】

Ethical corporate management

The Company conducts business activities based on the principles of fairness, honesty, trustworthiness, and transparency. In order to implement the ethical corporate management policy and actively prevent unethical conduct, the Procedures and Code of Conduct are formulated in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and relevant laws and regulations of the places where the Company and group enterprises and organizations operate, in order to specifically regulate the matters that the Company’s personnel should pay attention to when conducting business.

【 Responsible Unit of ethical corporate management 】

The Company has assigned the “Group CEO Office” under the board of directors to promote corporate integrity management, which is responsible for the formulation and supervision of the implementation of integrity management policies and prevention plans, and regularly reports to the board of directors once a year.

【 Accusations of unethical conduct 】

Internal channelExternal channel
Applicable toEmployeesEmployees
Whistleblowing and communication channels995@gamania.com
(for sexual harassment cases)

integrity@gamania.com
(for ethical corporate management-related cases)

Internal anonymous message board: GAMA Express M

Anonymous QA form at the employee meeting
integrity@gamania.com

【 Prevention of Insider Trading 】

The Procedures are formulated in accordance with paragraph 2, Article 8 of the Regulations Governing the Establishment of Internal Control Systems by Public Companies, and are designed to avoid and prevent those who have knowledge of the information from inadvertently engaging in insider trading due to their lack of knowledge of the regulations.

【 Training and promotion 】

The online course on the principles of integrity management (including the value and boundaries of integrity management, confidentiality of significant information, formation and recognition of insider trading, etc.) was updated in December 2021, at which time all colleagues in Taiwan had completed the course.

Subsequently, the aforementioned courses were also made compulsory ones for all new employees. In 2024, a total of 397 colleagues completed 421 hours of study.

Communication between independent directors and CPAs

【 Policy for Communication of Independent Directors with the Internal Audit Supervisor and CPAs】

  1. Hold at least one meeting of independent directors with CPAs and the audit supervisor respectively each year to discuss completed internal audit matters and the CPAs’ external audit opinions, and communicate based on the audit deficiencies of the current year. The communication opinions shall be recorded and submitted to the Board meeting for reporting.
  2. The internal audit supervisor shall report the following matters to the Audit Committee:
    1. Annual internal audit plan.
    2. Formulation or revision of the internal control system.
    3. Assessment of the effectiveness of the internal control system.
    4. Regular reporting to the Audit Committee on the implementation of internal audits.
  3. The CPAs report the audit results of the annual and quarterly financial reports to the Audit Committee.
  4. Other: In the event of material abnormal events, or matters that independent directors or the audit supervisor and the CPAs deem necessary for independent communication, a meeting s shall also be held from time to time to communicate.