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Corporate Governance

The Company’s Board of Directors approved and established the Corporate Governance Officer on August 7, 2020, who is responsible for corporate governance-related matters.

Include providing information necessary for the Board of Directors to carry out its business, conducting meetings of the Board of Directors and shareholders’ meetings in accordance with the law, registering companies and registering changes, preparing minutes of Board of Directors and shareholders’ meetings, and assisting the Board of Directors in strengthening its functions and implementing matters such as safeguarding the rights and interests of stakeholders and treating shareholders equally.

Governance Unit

At the Board of Directors’ meeting on August 10, 2020, the Company approved the appointment of Ms. Lucy Lee, as the ” Corporate Governance Officer.” She has at least three years of experience in a public company’s financial and business affairs and supervisory positions in corporate governance-related affairs units.

Her primary duties include the following.

Handle matters related to the meetings of the Board of Directors, the Audit Committee, and the Shareholders’ Meetings following the laws and regulations.
Prepare minutes for the Board, audit committee, and Shareholders’ Meetings.
Assist Directors in taking office and continuing education.
Provide information necessary for the Directors to carry out their duties.
Assist Directors in complying with laws and regulations
Other matters as provided for in the Articles of Incorporation or contract.

Continuing Education

Course list

Corporate Governance Operations

I. Corporate Governance Best Practice Principles：

The Company has established “Corporate Governance Best Practice Principles” in accordance with Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and approved by the Board of Directors on January 23, 2015. In order to comply with the international trend of corporate governance development and in response to the issues of international concern in recent years, the relevant contents were revised five times from 2015 to 2021 as approved by the Board of Directors and disclosed on the Market Observation Post System and the Company’s website.

II. Shareholding structure & shareholders’ rights

The Company has established the “Rules and Procedures of Shareholders’ Meetings” and has also established a spokesperson and deputy spokesperson in accordance with related laws to handle investor relations and shareholder proposals, queries, disputes and litigation. Investor relations contact information is also available on the Company’s website
The Company designates the share transfer agency to regularly update the list of substantial shareholders and register of substantial shareholders to fully understand the register of major shareholders and the ultimate controllers of major shareholders of the Company.
The Company has implemented the “Regulations Governing the Supervision of Subsidiaries” in accordance with the internal control system. The subsidiaries have established “internal control system” and “internal audit system”, and their business, finance and accounting are operated independently and under the control and audit of the parent company.
The Company has established the “Management and Operational Procedures to Prevent Insider Trading”, which was approved by the Board of Directors on January 23, 2015, to prohibit the Directors, managers and all employees of the Company, as well as anyone who becomes aware of the Company’s information based on professional or control relationships from any conduct that may involve insider trading and has promoted it regularly via email.

III. Composition and responsibilities of the Board of Directors

In accordance with the Company’s “Corporate Governance Best Practice Principles”, the composition of the Board of Directors shall take into account diversity. The Company shall formulate an appropriate diversity policy with respect to its operation, business model and development needs. Board member diversity goals are as follows: (1) The number of independent directors shall not be less than three and shall not be less than one-fifth of the number of directors. (2) The number of company managers concurrently serving as directors of the Company shall be less than (including) one-fifth of the number of directors. (3) Should have the knowledge, skills and self-cultivation required for performing their duties, with at least 1 employee in each professional field such as commerce, law, finance, technology and real estate. Implementation Status: There are 7 members of the current Board of Directors of the Company, including 3 independent directors, accounting for 42.86%, more than one-fifth of the number of directors. No manager of the Company is also a director of the Company. In addition to their expertise in corporate operation and management, the board members include 6 directors with experience in finance and finance, 2 directors with legal majors, 1 director with science and technology majors, 2 directors with both technology and finance majors, and both real estate and There are 2 directors majoring in finance with diverse backgrounds. For the diversity of board members, please refer to “Board Diversity and Independence” in this annual report.
The Company has established a Remuneration Committee and an Audit Committee in accordance with the law, and will establish various other functional committees in the future depending on operational needs.
In accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed CompaniesCorporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the “Evaluation of the Board of Directors” is established and approved by the Board of Directors. The evaluation of the performance of individual directors and the Board of Directors as a whole is completed before the end of the first quarter of each year in order to enhance the function of the Board of Directors, establish performance targets, and further strengthen the efficiency of the Board of Directors.
The Company evaluates the independence and suitability of the certified public accountants (Note 1) every year. In addition to obtaining a statement of independence from the certified public accountants, the relevant evaluation documents must be reviewed and resolved by the Board of Directors. The same CPA shall not perform the services of the CPA for more than seven consecutive years. In the event of replacement of CPA, the reasons for the replacement shall be stated and relevant information shall be provided to the directors for discussion. The independence and suitability of the CPA for the year 2021 was approved by the Board of Directors on May 7, 2021.

IV. Corporate governance affairs unit

The Company’s Board of Directors approved and established the Corporate Governance Officer on August 7, 2020, who is responsible for corporate governance-related matters. Include providing information necessary for the Board of Directors to carry out its business, conducting meetings of the Board of Directors and shareholders’ meetings in accordance with the law, registering companies and registering changes, preparing minutes of Board of Directors and shareholders’ meetings, and assisting the Board of Directors in strengthening its functions and implementing matters such as safeguarding the rights and interests of stakeholders and treating shareholders equally.

V. Communication with stakeholders

The Company values the interaction with its stakeholders and maintains smooth communication channels with banks and other creditors, employees, customers, suppliers, local communities, non-governmental organizations, government entities or stakeholders of the Company, and respects and protects their legitimate rights and interests. When the legitimate rights and interests of stakeholders are infringed, the Company will deal with them appropriately and in good faith. The Company holds quarterly labor-management meetings at least four times a year to fully communicate with employees. The Company has set up a stakeholder mailbox (gtm@gtm.com.tw), which is disclosed on the official website, so stakeholders can understand and communicate via e-mail. The Company designates a person responsible for the collection and disclosure of corporate information, and publishes financial information and shareholder information on the Market Observation Post System and the Company’s website, and establishes a spokesperson system to ensure that information that may affect investors’ and stakeholders’ decisions is timely and appropriate, and that corporate governance is honest and transparent.

VI. A professional shareholder service agency

The company has appointed the Transfer Agency Department of Chinatrust Commercial Bank, a professional agency to deal with shareholders’ meeting affairs.

VII. Information disclosure

The Company’s financial, business, investor services and corporate governance information is available under the “Investor Relations” section on the Company website (http://www.gtm.com.tw).
The Company’s Finance Department is responsible for the collection and disclosure of corporate information, and has established a spokesperson and deputy spokesperson system, and discloses information on the “Market Observation Post System” in accordance with the regulations. In addition, the Company’s website has an investor service and corporate governance section to fully disclose financial information, shareholder information, major information announcements, corporate presentations and corporate governance-related information for the reference of shareholders and the public.
The Company announces and reports its annual financial statements (within three months), financial statements from the first quarter to the third quarter (within 45 days) and monthly operations (by the 10th day of each month) in accordance with Article 36 of the Securities and Exchange Act.
As the Group’s financial report contains a large number of consolidations and related domestic and oversea companies recognized under the equity method, it was not announced and reported within two months after the end of the fiscal year. The financial report for 2021 was announced and declared on March 11, 2022.

VIII. Other Infomation

Employee Rights, Employee Care: The Company values harmonious labor relations, including salary and benefits, education and training, career development, and labor relations, etc. Please refer to “Labor Relations” in the annual report for related descriptions.
Investor Relations: The Company maintains good interaction with investors, including financial information disclosure, regular annual corporate presentation and establishment of investor contact information, or communication with investors from time to time, and provides investors’ opinions to the Company’s management for reference. The Company will continue to strengthen investor relations and maintain good communication with investors.
Supplier Relationships: The Company maintains good relationships with its suppliers. This includes supplier evaluation, supplier management and sustainability is an ongoing concern. In addition, the Company will promote the environmental protection policy and concept to our suppliers, all suppliers must meet our relevant requirements on environmental protection in order to be listed as qualified suppliers.
Stakeholder: The Company provides multiple channels and information disclosure to maintain good interaction and communication with stakeholders, and continues to respond to and implement issues of stakeholder concern.
Continuing education of directors: Please refer to the “Directors’ ad Supervisors’ participation in corporate governance-related courses in 2021” in this annual report for further education.
Purchase of liability insurance for directors and supervisors: In order to increase the protection for directors and managers and strengthen corporate governance, the Company reported the liability insurance coverage for directors and supervisors and managers in 2021. The related information on the insured amount, coverage and premium rate of the liability insurance has been reported to the board of directors.
The Company has established “Information Security Management Regulations” to regulate the protection of personal information and the control of computerized information systems, and information security checks are also included in the annual audit calculations. Implementation of other risk management policies and risk measurement standards: Please refer to “Risk Analysis and Assessment” of this annual report.

Succession Planning of Board Members and Senior Executives

Succession Planning of Board Members and Implementation

The Company’s “Articles of Incorporation” specifies that the election of directors shall adopt a candidate nomination system and shall be conducted in accordance with ”Rules for Election of Directors”. In addition, as stipulated in the Company’s “Corporate Governance Best Practice Principles”, the composition of the Board of Directors shall be determined by taking diversity into consideration. The appropriate policy on diversity based on the company’s business operations, operating dynamics, and development shall be formulated and include, without being limited to, the following two general standards:

1. Basic requirements and values: Gender, age, nationality, and culture.

2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills (such as operational judgment ability, accounting and financial analysis ability, management administration ability, crisis management ability, knowledge of the industry, an international market perspective, leadership ability, making policy decisions ability) and industry experience.

The Company has established the “Board of Directors Performance Evaluation Guidelines” and uses the performance evaluation items, including the familiarity with the goals and missions of the Company, awareness of the duties of a Director, participation in the operations of the Company, management of internal relationships and communications, the Director’s professionalism and continuing education, and internal controls, and expression of opinions to ensure the effective operations of the Board of Directors and to evaluate the performance of Directors as future reference for the selection of Directors.

Regarding the succession planning of the Board of Directors, the Company has established a director candidate database based on the following stand ards:

1. Integrity, responsibility, innovation and decision-making ability.

2. Should have the knowledge, skills, and experience necessary to perform their duties

3. There must be at least one female Director on the Board of Directors, and the overall Board expertise must include business, legal affairs, finance, accounting or corporate business and other related fields.

The company arranges refresher courses for Board members. Covering courses related to corporate governance topics such as finance, risk management, business, commerce, legal affairs, accounting, and corporate social responsibility, or courses on internal control systems, financial reporting responsibilities, etc., at least 6 to 18 hours of refresher courses will be arranged for each person per year. Continuously enhance the professional knowledge of board members and acquire new knowledge.

Succession Planning of Senior Executives and Implementation

The successors to the Company’s senior executives must have good moral values and conduct. In addition to having management, decision-making, analysis and crisis management capabilities, their values must be in line with the Company’s corporate culture and business philosophy – “steadfast, Honest and Trustworthy” is consistent.

In order to cultivate the Company’s senior executives and their job agents, the Company plans training courses, including courses related to professional abilities, corporate governance and corporate management, in order to cultivate judgment and problem-solving abilities in addition to professional ability training, and improve management capabilities and thinking. Each person arranges at least 16 to 20 hours of training courses per year.

The Company conducts employees’ performance appraisals every year. Through daily observation and performance evaluation, the Company understands areas that should be strengthened, personal development needs and company expectations, and uses the appraisal results as a reference for future succession planning.