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The responsibilities of the Board of Directors are in compliance with the rights and obligations conferred by laws and regulations, including supervising, appointing, and guiding the management of the Company, being responsible for the overall operation of the Company, improving the supervision mechanism, and strengthening management capabilities. The average tenure of board members is 7 years.
| Title | Name | Gender | Experience (Education) |
|---|---|---|---|
| Chairman | Liu, PoYuan | Male | Chairman and CEO, Gamania Digital Entertainment Co., Ltd Administration Manager, FULL MACHINERY CO., LTD. Bachelor Degree in Mechanical Engineering, Hwa Hsia University of Technology |
| Director | Wanin International Representative: Hsiao, Cheng-Hao |
Male | Chairman and General Manager, WANIN INTERNATIONAL CO., LTD. College of Information, Ling Tung University |
| Director | Lin, Hsien-Ming | Male | Chairman and CSO of WISTRON CORPORATION President of ACER INCORPORATED Bachelor of Electronic Computer and Control Engineering, National Chiao Tung University |
| Independent Director | Lin, Ruei-Yi | Male | Chairman of STARTRII CO., LTD. President of SHUNG YE TRADING CO., LTD. Master Degree in Business Administration, The George Washington University |
| Independent Director | Sheng, Bao-Si | Male | Chairman and President of BORA PHARMACEUTICALS CO., LTD. Bachelor Degree in Economics, University of California, Berkeley |
| Independent Director | Chen, Kuan-Pai | Male | Chairman of Bai Chuan International Investment Co., Ltd. Independent Director of Mercuries Data Systems Ltd. Master of University of Southern California |
| Independent Director | Hou, Chia-Qi | Female | Chairman of Hanshin Shopping Center Co., Ltd. Chairman of Milton International Corp. Master/PhD of Department of Biological Engineering, Stanford University |
In 2024, the Board of Directors held 6 meetings (A), and the attendance of directors was as follows:
| Title | Name | Actual attendance number(B) |
Number of entrusted attendances |
Actual attendance rate(%)(B/A) |
|---|---|---|---|---|
| Chairman | Liu, PoYuan | 5 | 0 | 100 |
| Director | Wanin International Representative: Hsiao, Cheng-Hao |
0 | 4 | 0 |
| Director | Lin, Hsien-Ming | 3 | 1 | 60 |
| Independent Director | Sheng, Bao-Si | 2 | 3 | 40 |
| Independent Director | Lin, Ruei-Yi | 3 | 2 | 60 |
| Independent Director | Chen, Kuan-Pai | 5 | 0 | 100 |
| Independent Director | Hou, Chia-Qi | 5 | 0 | 100 |
The information on each committee meeting is as follows:
| Date | Contents of the proposal | Resolution | Objection |
|---|---|---|---|
| 2024.03.06 | ● Approved the renewal of the Company’s Directors and Officers (D&O) Liability Insurance. ● Approved the 2023 Board of Directors and Functional Committee Performance Evaluation. ● Approved the Data Center Carbon Reduction Implementation Status. ● Approved the Company’s 2023 financial statements. ● Approved the motion for the Company’s 2023 internal control system statement. ● Approved the proposal for the independence evaluation of the Company’s CPAs and the subordinate CPA firm of the Company in 2024. ● Approved the 2024 remuneration of directors and managers recommended by the Company’s Remuneration Committee. ● Approved the Company’s 2023 distribution of remuneration to employees and directors. ● Approved the Company’s 2023 earnings appropriation proposal. ● Approved the motion to determine the matters related to the convening of the 2024 general shareholders’ meeting of the Company. ● Approved the amendment to the Company’s “Rules of Procedure for Board of Directors’ Meetings.” ● Approved the “Group’s tax policy”. ● Approved the establishment of the Group’s Advertising Ethics Policy. ● Approved the Company’s 2024 budget. ● Approved the motion for the Company to participate in the cash capital increase of Walkermedia Co., Ltd. ● Approved the Company’s donation to Gamania Cheer Up Foundation. ● Approval of the capital increase of the subsidiary “Jollybuy Digital Technology Co., Ltd”. ●Approved the capital increase of subsidiary “Nownews Network Co., Ltd.” |
The proposal was thoroughly discussed by the committee members, and the chairman solicited opinions from all attending members. The resolution was approved without objection. |
None |
| 2024.05.02 | ● Approved the Company’s consolidated financial statements for 2024 Q1. ● Approved the sale of equity in the subsidiary Gash Point Co., Ltd. |
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| 2024.06.20 | ● Approved the change of the custodian of the Company’s seal for “endorsements and guarantees.” ● Approved the proposal for the Company’s 2023 directors’ remuneration and managerial officers’ remuneration. ● Approved the determination of the Company’s ex-dividend date. ● Approved the waiver of preemptive subscription rights for the cash capital increase of the subsidiary Gash Point Co., Ltd. |
||
| 2024.08.07 | ● Approved the Company’s consolidated financial statements for 2024 Q2. ● Approval of the Company’s application for bank credit lines. ● Approved the preparation of the Company’s 2023 Sustainability Report. ● Approval of the amendment to the “Organizational Rules of Sustainable Development Committee”. ● Approved the addition of the Company’s ESG-Related Policies. ● Approved the Company’s investment in the capital increase of subsidiary GAMA PAY Co., Ltd. in cash. ● Approved the Company’s investment in the capital increase of subsidiary Gamania Xchanger Co., Ltd. in cash. ● Approved the disposal of Taiwan eSports League Co., Ltd. equity by the subsidiary Ya Ju |
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| 2024.11.06 | ● Approved the Company’s Corporate Governance Implementation Status. ● Approved the Company’s Sustainable Development Progress Status. ● Approved the Company’s Intellectual Property Management Plan Implementation Status. ● Approved the Company’s Risk Management Implementation Status. ● Approval of the provision of the Company’s endorsements and guarantees for subsidiaries. ● Approved the Company’s consolidated financial statements for 2024 Q3. ● Approved the Company’s 2025 Annual Audit Plan. ● Approved amendments to the Company’s Audit Committee Charter. ● Approved amendments to the Company’s Financial and Business Operation Regulations for Affiliated Enterprises. ● Approved amendments to the Company’s Risk Management Organization Charter and Risk Management Policies and Procedures. ● Approved the addition of the Company’s Sustainability Information Management Regulations and Sustainability Report Preparation and Assurance Regulations. ● Approval of the amendment to the Company’s “Internal Control System” and “Rules for Implementation of Internal Audit”. ● Approval of the handling of the external performance evaluation of the Board. ● Approved the 2024 Board of Directors Performance Evaluation. ● Approved the motion for the Company to participate in the cash capital increase of Walkermedia Co., Ltd. ● Approval of the capital increase of the subsidiary “Jollybuy Digital Technology Co., Ltd”. ● Approved the change of the Company’s Deputy Spokesperson. |
The current Board has seven directors, including four independent directors.
As outlined in the Company’s Corporate Governance Best Practice Principles, the diversity policy for board composition emphasizes inclusivity by attracting outstanding professionals from various industries with expertise in finance, operations, and extensive experience. The policy is designed to align with the Company’s operational nature, business model, and developmental needs, focusing on two main dimensions:
I. Basic attributes and values: Gender, age, nationality, race, seniority, and cultural background.
II. Industry experience and professional expertise:
The Company's diversity policy outlines the following specific management goals and current achievements:
Implemented in accordance with Article 15 of the Company’s Rules of Procedure for Meetings of the Board of Director: If a director or a legal person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective board meeting. When the relationship is likely to prejudice the interests of the company, the director shall not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter.
Recusals from Board meetings due to the conflict of interests are as follows:
| Date of the Board of Directors’ Meeting | Name | Contents of the proposal | Reason for the recusal | Remarks |
|---|---|---|---|---|
| 2024.05.02 | Liu, PoYuan | Sale of equity in the Company’s subsidiary Gash Point Co., Ltd. | Directors who hold shares in Gash Point Co., Ltd. and serve as counterparties in this |
Excused and did not take part in discussions and voting |
| 2024.06.20 | Liu, PoYuan | 2023 distribution of remuneration to directors, managers and employees | Director and Manager | |
| 2024.06.20 | Liu, PoYuan |
The waiver of preemptive subscription rights for the cash capital increase proposal of its subsidiary, Gash Point Co., Ltd.. |
Directors who hold shares in Gash Point Co., Ltd. and serve as counterparties in this |
| Position/Name | Organizer | Course title/Date | Hours |
|---|---|---|---|
| Chairman Liu, Po-Yuan |
Securities and Futures Institute |
Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies 2024.05.02 |
3 |
| Taiwan Digital Governance Association |
U.S.-China Confrontation and Taiwan’s Future 2024.11.06 |
3 | |
| Director Lin, Hsien-Ming |
Securities and Futures Institute |
Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies 2024.05.02 |
3 |
| Taiwan Corporate Governance Association |
Building Corporate Sustainability Competitiveness with DEI 2024.09.20 |
3 | |
| Taiwan Corporate Governance Association |
AI and the Open Source Era: Legal Risks for Enterprises |
3 | |
| Independent Director Lin, Ruei-Yi |
Securities and Futures Institute |
Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies 2024.05.02 |
3 |
| Securities and Futures Institute |
How Non-Financial Background Directors and Supervisors Can Review Financial Reports 2024.12.04 |
3 | |
| Independent Director Sheng, Bao-Si |
Securities and Futures Institute |
Global Economic Outlook for 2024 2024.02.27 |
3 |
| Securities and Futures Institute |
Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies 2024.05.02 |
3 | |
| Independent Director Chen, Kuan-Pai |
Securities and Futures Institute |
Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies 2024.05.02 |
3 |
| Taiwan Digital Governance Association |
U.S.-China Confrontation and Taiwan’s Future 2024.11.06 |
3 | |
| Independent Director Hou, Chia-Qi |
Securities and Futures Institute |
Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies 2024.05.02 |
3 |
|
Taiwan Corporate Management and Sustainable Development Association |
Net-Zero Emissions, Carbon Neutrality, and Corporate Regulatory Compliance 2024.08.05 |
3 | |
| Taiwan Digital Governance Association |
U.S.-China Confrontation and Taiwan’s Future 2024.11.06 |
3 |
1. The performance evaluation measures of the Board of Directors have been approved by the Board meeting on November 12, 2019. The same approval procedure shall apply to any amendments.
2. Measures for the evaluation of the performance of the Board of Directors: