Corporate
Governance
Gamania (6180.TWO) is a listed company in Taiwan. According to the “Rules of Procedure for Meetings of the Board of Directors,” the Board of Directors meeting shall be held at least once a quarter. In 2025, a total of 7 Board meetings were held(A); the directors’ average ratio of attendance was 80%. The Company has established the Rules for Evaluation of Performance of Board of Directors and the evaluation methods; the internal evaluation is regularly performed and reported to the Board of Directors every year, as a reference for remuneration and nomination for renewal. Further, an external professional independent institution or a team of external experts and scholars shall additionally conduct evaluation at least once every three years. In 2023, the Board of Directors approved the establishment of the Risk Management Committee, included incident management and sustainability-related risks into the management items, approved the Group’s Net Zero Declaration, and revised sustainability-related regulations. For more information on the Company’s management team, important communication matters, and related operations, please refer to the Company’s website and the annual report.
Gamania has established its “Articles of Incorporation,” which set out the Company’s core operating matters. In accordance with applicable laws and regulations, any amendment to the Articles of Incorporation must be submitted by the Board of Directors to the shareholders’ meeting and approved by resolution. In accordance with the Company’s “Articles of Incorporation”, the Board of Directors shall consist of five to nine members, serving a three-year term. Directors are elected through a candidate nomination system, in accordance with our “Procedures for Election of Directors” and “Regulations Matters Governing Appointment of Independent Directors and Compliance Matters,” to ensure that Board members possess diverse backgrounds and necessary professional capabilities while being highly independent. All directors are elected by the shareholders’ meeting and may be re-elected, helping maintain continuity in the effectiveness of Board governance and strategic planning.
In accordance with the Company’s “Corporate Governance Best Practice Principles,” the Company is committed to promoting diversity in the composition of the Board. Board diversity encompasses, without limitation, gender, age, nationality, race, tenure, and culture. The Board comprises accomplished entrepreneurs from a range of industries, as well as professionals with expertise and extensive experience in finance, operations, and other fields, bringing a broad range of practical experience and perspectives to the Board. The Board currently includes four independent directors, representing approximately 57% of all Board seats. All four meet the independence requirements under the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and effectively perform oversight and advisory roles in major corporate decision-making, safeguarding the rights and interests of all shareholders and putting the core values of corporate governance into practice.
The Company has established board-level functional committees, including the Audit Committee, Remuneration Committee, and Nomination Committee. These committees select independent directors with professional backgrounds and industry experience as members, in accordance with the Nomination Committee’s qualification review procedures, to enhance their professionalism and independence. Each committee clearly defines its responsibilities and convenes regularly in accordance with relevant regulations and corporate governance practices. They review proposals and provide constructive opinions and recommendations to the Board of Directors, thereby improving overall corporate governance performance.
Note: The information on functional committees presented in this report reflects their status in 2025. To strengthen the Company’s corporate governance mechanisms, the Board resolved in June 2026 to merge the Risk Management Committee into the Audit Committee, and in August, resolved to elevate the Sustainable Development Committee to a board-level functional committee, thereby strengthening the Board’s oversight and decision-making roles in risk management and sustainable development.
Gamania has an Internal Auditing Office created directly under the board of directors that specializes in internal audit tasks, assists the board and managers in evaluating the effectiveness of internal control system, and offers improvement advices to ensure that the internal control system remains effective. These advices provide the basis for future reviews and amendments. In terms of external audit, the competent authority conducts on-site inspections of the Company in accordance with the laws and regulations. The Company further implements relevant internal control mechanisms as per the inspection results to strengthen self-management and sound operations.
Gamania consistently upholds ethical corporate management as the cornerstone of its sustainable corporate development and embeds it within our corporate culture and core operational values. To strengthen ethical corporate management, the Company has specifically established the “Chief Executive Officer’s Office” under the Board of Directors. This dedicated unit is responsible for the formulation, execution, and supervision of ethical management policies and prevention programs. This unit regularly reports on the implementation of ethical corporate management to the Board of Directors annually. It has also established “Procedures for Ethical Management and Guidelines for Conduct” and a “Code of Ethics,” which cover anti-corruption policies, employee conduct guidelines, procedures for handling political donations and charitable contributions, to ensure transparent and fair corporate operations. The Company also annually provides stakeholders with the information on the status of ethical corporate management implementation and measures taken for their review. In 2025, Gamania did not receive any regulatory penalties related to ethical corporate management or anti-competition behaviors.
Since 2016, Gamania has implemented online learning courses on ethical corporate management, with the Chairman, president, and senior management personally promoting the philosophy and values of ethical corporate management to all employees. These courses serve as a standard for employees’ ethical behavior. The Company also provides timely performance incentives or necessary disciplinary actions in accordance with its “Reward and Discipline Regulations,” integrating integrity values into the organizational culture. Furthermore, the Company has established a “Supplier Management Policy,” which explicitly stipulates that the Company’s personnel must adhere to principles of integrity in performing their duties, and refrain from directly or indirectly offering, accepting, promising, or soliciting any improper benefits, or engaging in any acts of dishonesty, illegality, or breach of fiduciary duty. To ensure that supply chain operations align with the Company’s values, Gamania implements strict control mechanisms at all stages, including procurement, negotiation, acceptance, and evaluation, to review suppliers’ integrity performance, thereby establishing responsible business partnerships. For related sustainable procurement measures, please refer to Section 3.3.1 Sustainable purchase in this report.
The Company regards ethical corporate management and anti-corruption as crucial foundations for corporate sustainability. Through regular communication and education and training, we strengthen the understanding and implementation of relevant policies and codes of conduct among governance body members, employees, and partners. In addition to being included in regular awareness programs for Board members, the Company’s ethical corporate management course is also a mandatory course for new employees. In 2025, a total of 279 employees completed the course, with a 100% completion rate. Gamania complies with various laws and regulations to implement ethical corporate management. In 2025, the Company did not face any fines or non-monetary penalties related to corruption and bribery, discrimination and harassment, conflict of interest, money laundering, and insider trading.
Note: The mandatory ESG course includes content on ethical corporate management and insider trading prevention.
Gamania has established a clear whistleblowing mechanism in accordance with its “Procedures for Ethical Management and Guidelines for Conduct”. This mechanism includes detailed investigation standard operating procedures, confidentiality principles, and comprehensive whistleblower protection measures. To ensure the confidentiality of reported information, all personnel involved in handling whistleblowing cases are required to sign a written statement, with a commitment to maintaining the anonymity of the whistleblower and the content of the report. The Company is committed to protecting whistleblowers from retaliation or improper treatment due to their whistleblowing.
The units responsible for handling whistleblowing cases are divided based on the subject of the report: External whistleblowing is the responsibility of the Audit Office under the Board of Directors of while the Human Resources Office is responsible for the planning and execution of the internal whistleblowing system. If it is verified that the accused has indeed violated relevant laws and regulations or the Company’s ethical corporate management policies and regulations, Gamania will immediately demand that the accused cease the relevant behavior, and appropriate measures should be taken based on the severity of the offense, including but not limited to internal disciplinary actions, reporting to the competent authorities, referring the case to judicial authorities for investigation, or seeking compensation for damages in accordance with the law to safeguard the Company’s reputation and rights.
The outcomes of all whistleblowing cases and subsequent review and improvement measures are compiled by the responsible units and reported to the Board of Directors. Related management regulations and information are publicly disclosed on the Company’s website. For any related problems, the Company will engage third-party professionals, such as lawyers or certified public accountants, to provide advice on ethical corporate management issues.
If the reported situation involves general employees, it should be reported to the department head. If the reported situation involves directors or senior executives, it should be reported to independent directors.
The responsible units of the Company and the supervisors or personnel mentioned in the preceding paragraph shall immediately investigate the relevant facts if necessary, provide assistance from legal compliance or other relevant departments.
If it is confirmed that the accused has indeed violated relevant laws and regulations or the Company's ethical corporate management policies and regulations, the accused should be immediately requested to stop the relevant behavior, and appropriate measures should be taken. If necessary, thee case should be reported to the competent authority or transferred to judicial authorities for investigation, or compensation for damages through legal procedures should be sought to safeguard the Company's reputation and rights.
For the acceptance, process and investigation results of the accusation case, written documents should be retained and kept for five years; the documents may be kept in electronic format. Before the expiration of the retention period, if a lawsuit related to the accusation content occurs, the relevant data should be stored until the end of the lawsuit.
After investigation and verification of the accusation case, it is the responsibility of the relevant units of the Company to review the relevant internal control systems and operating procedures propose improvement measures to prevent the recurrence of the same behavior.