"Honesty and practicality form the foundation of sustainable corporate management and are embraced by GIGABYTE as our core business values. We hold ourselves to the highest ethical standards so we reject all forms of corruption and bribery, and abide by the Company Act, Securities and Exchange Act as well as other relevant regulations and corporate governance related principles of Taiwan. Respect for shareholders rights and transparency of business operations are emphasized through regular reviews of internal controls. A range of company regulations have been progressively defined in accordance with the spirit of Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies. These include the “Board of Directors’ Procedural Rules”, “Board of Directors’ Election Rules”, “Shareholders’ Meeting Procedural Rules” and “Standard Operating Procedure Regarding Major Information.” The management team is not only expected to perform its duties with professionalism but also meet the expectations of shareholders and the society on the fulfillment of social responsibility. The corporate governance organization is shown in the following chart. More

Corporate Governance Organization

GIGABYTE Units and Functions
Departments Tasks
Office of the President Coordinate the operation and management of the Company, map out and implement the objectives for corporate development and business plans.
General Manager Office Develop the Company’s managerial strategies, set operating targets, monitor and evaluate the implementation and performance of operating targets.
Audit Office Investigate and evaluate the viability, reasonability and effectiveness of the Company control system.
Operations Management Center Coordinate the functions of finance, accounting, share registration, budgeting, general affairs, legal affairs and the maintenance of computer system, software and hardware.
Operation Management Center- Sustainable Development Office Strengthen green supply chain management. Assist the company and business units in developing low-carbon technology, developing low-carbon products, and driving the company’s sustainable development based on high ethical and quality standards.
Manufacturing Business Unit Responsible for the production and manufacturing of computer mainboards, display cards and Internet products, and the assembly of PC systems.
Channel Solution Business Unit Responsible for the design, R&D, production, and assembly of motherboards, multimedia products, and display monitors.
Networking & Communication Business Unit Responsible for the design, R&D and sales of servers, Network and Communication products, ODM products and digital home appliances.
Mobility Product Business Unit Responsible for design and R&D of notebook products.
Customer Service Center Responsible for nationwide and worldwide after-sales support and service for all products.
Automatic Electronics Business Division Responsible for automated driving assistance and fleet management systems design and development of high value-added safety assisted driving kits and car networking products.
Smart Optical Business Division Responsible for the design, development and marketing of new technologically integrated products for photoelectric systems, for the development of projects of ODM clients, and for the provision of technical services for photoelectric-related applications within the group.
Board of Directors and Management Team
GIGABYTE adheres to the corporate governance principles as defined by the Company Act, Securities and Exchange Act, and other relevant laws of Taiwan. We respect shareholder rights and conduct regular reviews of our internal controls; The Board of Directors rigorously performs its duties under the leadership of the Chairman. The Board of Directors is an independent, dedicated and professional organization within the company. It is also the highest governing body of GIGABYTE and the decision-making center of major management policies. The current Chairman is Mr. Pei-Cheng Yeh.

The GIGABYTE Board is convened on a regular basis. Directors and supervisors' attendance at the meetings are all on record with audio recordings and meeting minutes kept as required by law. Directors recuse themselves on all matters where a conflict of interest exists and important resolutions of the Board are disclosed on the Market Observation Post System website as required by law as well. To strengthen the governance system of our Board of Directors, GIGABYTE has established the "Board of Directors’ Procedural Rules" in accordance with the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" issued by the competent authorities. The current GIGABYTE management team is as listed below.


Title Name Date Elected   Date First Elected Other positions in the company
Chairman Yeh, Pei-Chen 11 June 2018 30 April 1986 • President of Giga-Byte Technology Co., Ltd.
• Chairman of Chi-Ga Investment Corp.
• Chairman of Giga-Byte Communications Inc.
• Director representative of G-Style Co., Ltd.
• Director representative of BYTE International Co., Ltd.
• Director representative of Walsin Technology Corporation
• Director of Albatron technology Co., Ltd.
• Director Representative of Shun on Electronic Co., Limited
Vice Chairman Liu, Ming-Hsiung
Representative of Ming Wei Investment Co., Ltd.
11 June 2018 12 April 2006 • Senior Vice President of Giga-Byte Technology Co., Ltd.
• Director representative of Chi-Ga Investment Corp.
• Director representative of Giga-Byte Communications Inc.
• Director representative of G-Style Co., Ltd.
• Supervisor representative of BYTE International Co., Ltd.
• Supervisor representative of Senyun Precise Optical Co.,Ltd.
• Director of Info-Tek Corporation
Director Ma, Mou-Ming
Representative of Shi Jia Investment Co., Ltd.
11 June 2018 12 April 2006 • Senior Vice President of Giga-Byte Technology Co., Ltd.
• Director representative of Chi-Ga Investment Corp.
• Director representative of Giga-Byte Communications Inc.
• Chairman of G-Style Co., Ltd.
Director Tseng, Chun-Ming
Representative of Yuei Yei Kai Fa Investment Limited
11 June 2018 16 June 2009 • Senior Vice President of Giga-Byte Technology Co., Ltd.
• Director representative of Giga-Byte Communications Inc.
• Chairman of Selita Precision Co., Ltd.
Director Ko, Cong-Yuan
Representative of Shi Da Investment Limited
11 June 2018 18 June 2012 • Chairman of Albatron technology Co., Ltd.
Director Lee, E-Tay
Representative of XI WEI Investment Co., Ltd.
11 June 2018 11 June 2018 • Group General Manager of Giga-Byte Technology Co., Ltd.
• Chairman of Gigaipc Co., Ltd.
Independent Director Wang,Hwei-Min 11 June 2018 17 June 2003 • Chairman, Moores Rowland CPAs
• Moores Rowland International, Taiwan Head
Independent Director Chan, Yi-Hong 11 June 2018 17 June 2015 • Chairman of Taisun Enterprise Co., Ltd.
• Supervisor of Info-Tek Corporation
For more information about internal regulations of GIGABYTE, please visit Investor Website:https://www.gigabyte.com/Investor
Internal Audit
GIGABYTE’s internal audit unit is an independent unit that reports directly to the Board of Directors. In addition to reports at routine Board meetings, Internal Audit is also expected to report to the Chairman each month or as necessary. The responsibilities of Internal Audit are set out in the Guidelines Governing the Internal Audit System and cover the following: assisting the Board and management with inspecting and following-up on deficiencies in the internal control system, measurement of operational results and efficiency, and providing suggestions for improvements when appropriate to ensure the effective implementation of the internal control system and provide a reference for revisions to internal controls.

Audits are based on the Board-approved audit plan which is divided into regular internal audits and ad hoc internal audits. The audits provide the management with timely information on the operation of internal control functions, providing another channel for identifying existing or potential weaknesses in business operations. Internal Audit reviews the internal control self-assessment conducted by each unit to ensure that the internal control system is being executed as designed. The results of the self-assessments are then combined to provide the Board of Directors or President with their main basis for evaluating the validity of internal controls and the issuing of internal control declarations. The risk-oriented internal audit functions are shown below.

  • Expand beyond audits and internal controls based on traditional financial reports to encompass strategic planning and execution, operational efficiency and compliance as well.
  • Adopt a risk-oriented approach to linking company objectives, risk tolerance and strategy. Actively assist the company management with keeping risks within an acceptance range.
  • Serve as the bridge between the Board, executives, business units, external auditors and competent authorities.
  • Assist with the identification and handling of all inter-related risks throughout the enterprise.
  • Assist with assessing reasonable resource requirements and distribution.
Remuneration Committee
To ensure a sound remuneration structure for GIGABYTE directors, supervisors and executives, GIGABYTE established the "Remuneration Committee" in accordance with the "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter" under the Securities and Exchange Act in late 2011. The mission of the Committee is to assist with the evaluation of the company’s overall remuneration and benefits policies as well as the remuneration of directors and executives. Company rules state that the Remuneration Committee shall consist of five members appointed by Board resolution. One committee member serves as the convener and their term of office is identical to that of the Board. However, due to comprehensive consideration, Mr. Zheng-Zhe Cai and Mr. Jie-Xin Wu resigned on June 12, 2019. The current number of committee members is three.

The primary responsibilities of the Remuneration Committee are: (1) Provide professional, objective assessments and recommendations on the policy, system, standard and structure of GIGABYTE directors and executives’ annual/long-term performance targets and compensation on a regular basis; (2) Assess and make recommendations on the performance of GIGABYTE directors and executives, as well as the content and amount of individual compensation; (3) Ensure that the compensation arrangements at GIGABYTE comply with the relevant laws, are sufficient to attract quality expertise, and make related recommendations to the Board for its reference. The Committee is convened twice a year, but extraordinary meetings may be called if necessary.

In June 2018, the Board of Directors resolved to appoint the independent director, Mr. Hwei-Min Wang, Mr. Yi-Hong Chan, and an external consultant, Mr. Zheng-Li Yang, as members of the fourth Remuneration Committee based on their specialized qualifications, professional experience, and independence. The members of the committee elected Mr. Hwei-Min Wang as the Committee’s convener. The Committee's term will last until June 2021. For more details of composition, responsibilities and operation of the Committee, please refer to 2019 GIGABYTE Annual Report. More

Audit Committee
GIGABYTE implements the "Organization Rules of the Audit Committee" and established an Audit Committee in accordance with Article 3 of the "Regulations Governing the Exercise of Powers by Audit Committees of Public Companies" issued by the Financial Supervisory Committee. The GIGABYTE Audit Committee is made up of all independent directors and must contain at least three members. One member must also have an accounting or finance background to enhance the credibility and independence of internal audits.

The Audit Committee provides oversight of the Company's financial reports, the retention (termination), independence and performance of the CPA, effectiveness of internal controls, compliance with the relevant laws and regulations, and the Company's management of potential risks. Based on these control goals, the authority of Audit Committee members include: (1) Formulation and revision of internal control systems in accordance with the Securities and Exchange Act; (2) Review and re-inspection of the internal control system; (3) Ensuring that the procedures for acquisition or disposal of assets, trading in derivative products, issuing of loans to other parties, endorsement of other parties or guaranteeing of major financial business activities comply with the Securities and Exchange Act; (4) Review matters relating to conflicts of interest by Board directors; (5) Review transactions involving major assets or derivative products; (6) Review major loans, endorsements or guarantees; (7) The raising, issuing or private placement of securities that offer stock rights; (8) the appointment, termination or remuneration of CPA; (9) the appointment or removal of executives in charge of finance, accounting or internal audit; (10) Review of the annual financial report and half-yearly financial report; and (11) Review of all other major matters as defined by the Company or competent agencies.

The Audit Committee must be convened at least once a quarter, and may also be convened as necessary. At least half of all members must be in agreement for resolutions to be valid. Meeting minutes are also kept and permanently archived in accordance with the law. The members of the Audit Committee are expected to exercise their role as managers in good faith, to faithfully carry out their responsibilities as defined in the organizational rules, and report to the Board of directors. Their missions are to ensure the reliability and objectivity of the financial reports and audited items, strengthen the Company's internal control standards, reduce fraud and unethical business behavior, improve organizational discipline and create an atmosphere of rigorous management. For more details of composition, responsibilities and operation of the Committee, please refer to 2019 GIGABYTE Annual Report. More
Sustainability management guides the core operations of GIGABYTE. Effective risk management and crisis response are not only crucial to the reduction of operational impact but also a key method of realizing sustainable development. All potential strategic, operational, financial and disaster risks that may impact on business operations and profitability are incorporated by GIGABYTE into business decision-making and process management. We hope that the minimization of business uncertainty will help protect the interests of our stakeholders.

Risk Management Model
GIGABYTE Risk Management Strategy and Implementation Guidance

Global
Trend
Innovative Technology Development and Industrial Transition Climate Change Sustainable Development
The PC market has gradually saturated and consumers have fundamentally changed their purchasing behavior. Not only technological upgrades but also developing more innovative and customized differentiated services have become the basis of market competitiveness.
The focus of the ICT industry is also gradually shifting to the fields of 5G, IoT, and AI, which not only drives the reorganization of related industrial chains but also revolutionizes various solutions and application services. These all show that the mastery of innovative technology and the momentum of industrial transformation will become the key to the next wave of industrial competition.
Since the Paris Agreement became effective in 2016, the global emphasis on climate change issues has entered a new stage. Countries establish Intended Nationally Determined Contributions, set up energy conservation and carbon reduction policies, and promote emission trading systems at national levels. These all demonstrate the importance and high impact of the climate change issue. With the increasingly extreme weather events brought by climate change, the complexity of the issue has also extended from the perspective of environmental protection to operational risks, testing the flexibility and capability of corporations in responding to the turmoil.
The UN Sustainable Development Goals (SDGs) sets a direction for future global development and also urges the corporation as a member of global citizens to pay attention to the related developments. Driven by the sustainable development issues, not only corporate operating strategies will be completely changed and opportunities for transformation will be brought about, but also a critical moment for the global value chain to redefine all level of practices for production, transportation, and trade.
Main Scope of Influence Operation
Finance
Market
Reputation
Supply Chain
Operation
Finance
Market
Reputation
Supply Chain
Environment
Society
Operation
Finance
Market
Reputation
Supply Chain
Environment
Society
Operational Risk ◆ The Innovative technology development brings a revolution of product design, the pressure of catering for technology, and the rise of research and development costs.
◆ The price war with competitors results in a pressure of product sales.
◆ The new technology creates new information security gaps, leaks of R&D and customer confidential information, and that may cause economic and reputation losses.
 
◆ Extreme weather results in the shutdown of basic energy supply and interruption of the supply chain and affects the Company's operation and product supply stability.
◆ Long-term climate change results in turbulence in market demand and increases the operating costs.
◆ The climate laws and regulations of the sales market become stricter, and carbon footprints of products and operations are facing greater pressure for reduction.
◆ High emissions damage the corporate brand image and reputation.
◆ The revision of various laws and regulations and customer requirements impact the existing internal operational management.
◆ The general environment emphasizes that corporate social responsibility must take both internal improvement and external contribution to neighboring communities and society into account
◆ Consumers' awareness of sustainability is improved, and purchasing priority is given to products with the spirit of sustainability.


 
Operational
Opportunity
Development of Innovative
Products and Services

Innovative Business Model
Transition to Low-carbon
Business Models

Development of Added
Sustainable Value to the Brand

Improvement of Operating
Efficiency and Circular Use Rate
of Raw Materials
Innovative Business and
Marketing Model

Enhancement of Consumer
Identity and Loyalty

A business Opportunity to Cross
into Green Product Markets
Responding Measures
 
Corporate Operation Risk Management
GIGABYTE officially established the Operational Risk Management Office in 2019 to manage and control the product material number, excess materials, and inventory, and monitor local tax regulations. Also, through employee’s education and training to adjust trade strategies in real-time. The scope of management will be expanded in the future in order to comprehensively identify possible operational risks.
Climate Risk and Carbon Management
Introduce ISO14064 and establish the internal Green Action Plan to promote friendly product research and development and arise sustainability awareness to all employees. Also, through participation in the CDP and introduction of the Task Force on Climate-related Financial Disclosures (TCFD) framework to construct and improve the climate risk identification process and scenario analysis that linking the climate issues to financial impacts.

Supply Chain Risk Management
Establish 4 major management aspects and 15 sub-goals to comprehensively manage supplier's quality, price, service, and delivery. Expand the risk assessment scope to environmental and social aspects through corporate social responsibility audits and sustainability assessment questionnaires to identify highly risky suppliers. In response to the trading system and changes in tariffs in various countries as well as climate change, monitor and management of trade risks and water risk has been expended in 2019.

Occupational Safety and Health Risk Management
GIGABYTE inspects the working environment and processes from time to time every year based on sites’ environmental considerations, degree of hazard impacts, and current control methods. The Environmental Safety and Health Division organizes the hazard identification and risk assessment surveys, divides the environmental safety and health-related risks into 4 levels, and checks whether the existing management process is adequate one by one.

Employee Health Risk Management
According to the annual health examination results, divide the health status of employees into 4 levels. Since 2020, initiate special tracking management and provide medical subsidies for the high-risk groups. Combine daily health activities and promotion, overwork and ergonomic hazard prevention, as well as Employee Assistance Programs (EAP) to maintain the physical and mental health of employees and reduce the risk of occupational diseases.
Financial Accounting Risk Management
The Board of Directors establishes overall financial risk policies, and also sets written policies for specific areas and items, such as interest rates, exchange rates, use of derivative and non-derivative financial work, and investment of remaining liquid funds, which are implemented by the Finance Division.
Information Security Risk Management
Establish relevant information management methods in compliance with the Security Certified Authorized Economic Operator (AEO) Guidelines to ensure the availability, integrity, and confidentiality of the Corporation's internal information. Besides, establish regulations for personal data protection and management to ensure the safety of customer information.
Innovation and Technology Risk Management
Become an industry pioneer through internal R&D and cooperation with different industries, and deploy 5G, IoT and AI markets.

GIGABYTE has embraced the philosophy of "Upgrade Your Life" since we were founded in 1986. As a large enterprise, we not only pursue continued improvements in product technology and service quality but also strive to ensure the integrity, honesty and legality of all management and business practices. It is also our responsibility to protect the interests of all stakeholders. The “GIGABYTE Corporate Code of Conduct” is the core guide to the practice of GIGABYTE corporate values. Everyone at GIGABYTE and its subsidiaries are required to understand the ethical standards and obligations expected of GIGABYTE employees during the performance of his/her duties.

GIGABYTE Code of Business Conduct
External Business Activities - Honesty and Integrity
“Honesty and integrity” are the keys to business sustainability. GIGABYTE has been committed to a policy of sound business practices by refraining from stock speculations, not engaging in illegal business activities and in upholding fair competition and trading. A “Code of Ethics” has also been defined requiring employees to adhere to all applicable laws, orders, guidelines and internal company regulations during their conduct of company business. Employees are also expected to ensure that all business activities are in line with business conventions and social ethics.
  • All company rules and regulations must be followed to the letter. If there is any gray area, honesty and integrity should serve as the guiding principles.
  • The company’s best interests must guide the performance of all duties. Employees must not engage in any behavior that is not in the interest of the company.
  • When working as part of a team, employees should be consistent in word and deed, give credit where it’s due, and take responsibility for their mistakes. They must also lead by example. If a colleague is engaged in improper behavior, employees must be ready to provide advice or reminder.
  • Dealings with customers should be conducted in an honest, reasonable and professional manner. Information related to business management and product services should be conveyed faithfully to the customer.
  • Products must not only comply with the law. The consistency and legality of external marketing and product labeling must be ensured as well.
  • Employees, their spouses and direct relatives may not ask customers or vendors to provide or accept from them any rebates, commissions, securities, valuable gifts or hospitality of abnormally high value.
  • All employees must adhere to the relevant national anti-monopoly or fair-trading laws. No improper methods may be used to influence fair competition, nor use their scale or strengths to secure an unfair competitive advantage.
  • There should be no deception or discrimination against competing suppliers. There must be no negotiation with suppliers for mutually beneficial arrangements or special preferences. Unauthorized disclosure of confidential information provided by suppliers is forbidden as this impacts on fair competition and the reputation of GIGABYTE.
Safe and Equal Workplace - Tolerance, Equality and Respect for Diversity
GIGABYTE aims to provide a safe and equal working environment for employees. Every employee should treat other employees fairly. There should be no discrimination or special treatment on the basis of race, gender, color, sexual preference, language, religion, political affiliation, place of birth, nationality, physical/mental disability or marital status. Except where it is justified by the nature of the work to be performed, employees will not be treated differently on the basis of gender or sexual preference during recruiting, selection, employment, assignment, allocation, performance evaluation, promotions and transfers. All forms of discrimination or harassment (including sexual harassment as defined by the Gender Equality in Employment Act) against other employees are strictly prohibited at work.

Obeying the Law and Fulfillment of Social Responsibility - Transparency
Employees must follow the relevant laws and company regulations during the performance of their duties. They are also expected to adhere to the highest ethical standards. All business activities should be conducted in an honest manner with business information recorded and preserved in their entirety. Reports to superiors should be truthful with no attempt to falsify records or hide any matters related to GIGABYTE interests. Company information should be disclosed in a complete, fair, accurate and timely manner. No unverified rumors should be spread out of malice.

Protect Company Assets - Confidentiality
All information related to GIGABYTE acquired during employment with the company including but not limited to all business information, business intelligence, technical information (including concepts and ideas that have not yet been described in writing or drawing), intellectual property, business secrets and personal information as well as information related to GIGABYTE's business dealings with other vendors and customers are considered confidential unless they are already known to the general public. All employees are expected to take appropriate steps to safeguard confidential company information; it is also the responsibility of employees to maintain the confidentiality of such information so that they are not directly or indirectly disclosed to family, friends or any other third parties.

Review and download of GIGABYTE Code of Conduct: Chinese version, English version