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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 2023, a total of 6 Board meetings were held; the directors’ average ratio of attendance was 78.2%. 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. For more information on the Company’s management team, important communication matters, and related operations, please refer to the Company’s website (IR) and the annual report.
Gamania’s Board of Directors comprises 7 members including 4 non-independent and 3 independent directors; with 7 years of service on average, they participate in Board meetings, functional committee meetings, and internal meetings. All the communication was good in 2023. According to the Articles of Incorporation, the Company shall have five to nine directors to serve a term of three years. In addition, a candidate nomination and selection system has been adopted in accordance with the Company’s Procedures for Election of Directors and the Regulations Governing Appointment of Independent Directors and Compliance Matters, in order to ensure the diversity and independence of the Board members, and the professional competence required. The members shall be elected at the shareholders’ meeting, and may be re-elected. In compliance with the “Corporate Governance Best-Practice Principles,” which require diversity to be taken into account for the composition of the Company’s Board of Directors, the current Board has members with different conditions including but not limited to gender, age, nationality, ethnicity, seniority, and culture, etc. The members are outstanding entrepreneurs in various industries, or experienced professionals in finance and operations. Four of them are independent directors, making up about 57% of the Board; their independence is in line with the relevant provisions of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.”
| Director's Name | Position | Nationality | Gender | Industry Experience | Professional Competence |
|---|---|---|---|---|---|
| Liu, Po-Yuan | Chairman and CEO | R.O.C. | Male | Cultural & Creative, Information Technology | International Business, M&A, Risk Management |
| Hsiao, Cheng-Hao, Representative of Wanin International | Director | R.O.C. | Male | Cultural & Creative, Information Technology | International Business, M&A, Risk Management |
| Lin, Hsien-Ming | Director | R.O.C. | Male | Information Technology | Investment, International Business, M&A, Risk Management |
| Sheng, Bao-Si | Independent Director | R.O.C. | Male | Cultural & Creative, Biotechnology | International Business, R&D, Financial Analysis, Investment, M&A, Risk Management |
| Lin, Ruei-Yi | Independent Director | R.O.C. | Male | Trade | International Business, Financial Analysis, Investment, Risk Management |
| Chen, Kuan-Pai | Independent Director | R.O.C. | Male | Finance | International Business, Financial Analysis, Investment, Risk Management |
| Hou, Chia-Qi | Independent Director | R.O.C. | Female | Cultural & Creative, Retail sales of department stores, Finance | International Business, Financial Analysis, Investment, M&A, Risk Management |
According to the Articles of Incorporation, the Company shall have five to nine directors to serve a term of three years. In addition, a candidate nomination and selection system has been adopted in accordance with the Company’s Procedures for Election of Directors and the Regulations Governing Appointment of Independent Directors and Compliance Matters, in order to ensure the diversity and independence of the Board members, and the professional competence required. The members shall be elected at the shareholders’ meeting, and may be re-elected. In compliance with the “Corporate Governance Best-Practice Principles,” which require diversity to be taken into account for the composition of the Company’s Board of Directors, the current Board has members with different conditions including but not limited to gender, age, nationality, ethnicity, seniority, and culture, etc. The members are outstanding entrepreneurs in various industries, or experienced professionals in finance and operations. Four of them are independent directors, making up about 57% of the Board; their independence is in line with the relevant provisions of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.”
The Company has established functional committees under the Board of Directors. The rules for qualification review of the Nomination Committee are followed to elect industry leaders as independent directors and committee members to strengthen the operation of the Board. In addition, the charter of each committee has been formulated, and the independent directors have participated in the Compensation and Remuneration Committee, Audit Committee, Nomination Committee and important internal meetings to boost corporate governance.
| Committee | Duties | Members | Frequency of meetings | Number of meetings held and the committee member attendance rate in 2023 |
|---|---|---|---|---|
| Audit Committee | Supervising the Company's fair presentation of financial statements; the appointment and dismissal, independence, and performance of certified public accountants; effective implementation of internal control; legal compliance; and control of inherent or potential risks. | All independent directors | At least 4 times a year | A total of 5 meetings were held, with a committee member attendance rate of 85%. |
| Compensation and Remuneration Committee | Handling the Board periodically to evaluate and determine the remuneration for directors and managers, and periodically review the policy, system, criteria, and structure of performance evaluation of and remuneration for directors and managers. | All independent directors | At least 2 times a year | A total of 4 meetings were held, with a committee member attendance rate of 81.3. |
| Nomination Committee | Proposing a list of suitable candidates for the director or high-ranking managerial openings to the Board of Directors (including its subsidiaries), reviewing in advance the candidates recommended by shareholders or the Board of Directors by law, and submitting the review results and the reference list of candidates to the Board meeting. | Chairman and all independent directors | At least 2 times a year | A total of 3 meetings were held, with a committee member attendance rate of 81.2%. |
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.
| Defense | First line of defense | Second line of defense | Third line of defense |
|---|---|---|---|
| Accountable department | All operating units | Administrative and compliance units | Internal audit |
| Method of control | Daily risk management activities (including self-evaluation of internal control) by the operating units | Contribution of professional skills to help optimize the company's processes, and strategic management, policy formulation, and functional supervision based on the monitoring at the management level | Audits based on independence and objectivity in a risk-oriented approach, with findings reported directly to the Board of Directors |
| Role and function | Designing robust internal control procedures for identifying, managing and responding to risks | The management continues to establish risk management policies and supervises and assist various units in risk management from an organizational perspective | Auditing and evaluating the effectiveness of the internal control system promptly, executing audit tasks according to standard operating procedures, and measuring whether the management and implementation of risks and control have worked |
Ethical corporate management is implemented under the core values of Gamania. Gamania has established a dedicated unit, the “Chief Executive Officer’s Office,” under the Board of Directors to promote ethical corporate management and take the responsibility for formulating and supervising the implementation of ethical corporate management policies and prevention plans. It regularly reports on the implementation status to the Board of Directors every year, and has formulated the “Ethical Corporate Management Procedures and Code of Conduct” and the “Code of Moral Conduct” with anti-corruption policies, employee code of conduct, handling procedures for political and charitable donations, etc. covered. It also annually reports on the implementation of ethical corporate management and measures taken to stakeholders for review.
Online courses on ethical corporate management have been provided since 2016, with the Chairman, president, and senior management emphasizing the philosophy and values of ethical corporate management to internal employees.These courses serve as a standard for employees’ ethical behavior.Rewards or punishment may be given in response to employees’ performance as per the “Reward and Discipline Regulations” as appropriate.
Our ethical corporate management course is compulsory for new employees, and the training completion rate reaches 100%. In 2023, a total of 406 employees completed the course. Gamania complies with various laws and regulations to implement ethical corporate management.In 2023, 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.
| Parties concerned | Total number of members (engaged in communication/completing training) | Percentage /No. of copies |
|---|---|---|
| Members of the governance unit (Board of Directors) | 6 directors participated in director education and training (excluded 1 of the Board members was a corporate director). | 100% |
| Employees | All employees took the compulsory courses upon arrival. | 100% |
| Collaborating Partners | New suppliers signed the Supplier CSR Commitment | 14 copies |
Gamania sets out complete accusation measures, standard investigation procedures and confidentiality mechanisms for handling accused matters, and relevant measures to protect whistleblowers in the “Ethical Corporate Management Procedures and Code of Conduct”. Personnel responsible for handling accused cases should declare in writing that they will keep the whistleblower’s identity and content confidential. The Company also promises to protect whistleblowers from improper treatment due to the accused matter.
External whistleblowing is the responsibility of the Auditing Office under the Board of Directors, while the Human Resources Office is responsible for the planning and operation of the internal whistleblowing system.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 will be immediately requested to stop the relevant behavior, and appropriate measures will be taken.If necessary, the case will be reported to the competent authority or transferred to judicial authorities for investigation, or compensation for damages through legal procedures will be sought to safeguard the Company’s reputation and rights.The designated unit will further report the fact, its handling method and subsequent review and improvement measures to the Board of Directors, and disclose the relevant measures and information to the Company’s website.For any related problems, the Company will hire professionals such as lawyers or certified public accountants to provide advice on ethical corporate management.
| Internal channel | External channel | |
|---|---|---|
| Applicable to | Employees | Employees |
| Whistleblowing and communication channels | 995@gamania.com (for sexual harassment cases) integrity@gamania.com (for ethical corporate management-related cases) Internal anonymous message board: GAMA Express M | integrity@gamania.com |
| Anonymous QA form at the employee meeting | ||
