Spoločnosť GIGABYTE

Corporate Governance

31.8.2012

"Honesty and Practicality" defines the core values of the GIGABYTE. We hold ourselves to the highest ethical standards so we reject corruption and bribery, comply with the Company Act, Securities and Exchange Act and other relevant regulations of the Republic of China, follow the principles of corporate governance, believe in shareholder rights and carry out regular audits of internal controls. In order to improve the governance system of our Board of Directors, GIGABYTE has defined 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. More


Board of Directors and Management Team
GIGABYTE is in compliance with the Company Act, the Securities and Exchange Act and other relevant legislation of the Republic of China. We follow the principles on corporate governance, believe in shareholder rights and carry out regular audits of internal controls. Under the leadership of the Chairman, the Board of Directors takes its responsibilities seriously and is now characterized by its independence, dedication and professionalism. The current Chairman is Yeh Pei-chen.

Board meetings are convened on a regular basis with voice recordings and minutes kept as required by law. The attendance of directors and supervisors are all on record as well. The directors will always avoid taking part in the discussion of issues that are in conflict of interest. Important resolutions made by the Board are all disclosed on the Market Observation Post System website as required by law as well. At the same time, in order to improve the governance system of our Board of Directors, GIGABYTE has defined 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.

Name Other positions in the company or in other companies
Yeh, Pei-Chen President of GIGABYTE
Chairman of GIGABYTE Communications Inc.
Chairman of G-Style Co., Ltd.
Ming Wei Investment Co., Ltd.
Representative: Liu, Ming-Hsiung
Chief Operating Officer of GIGABYTE
Director of GIGABYTE Communications Inc.
Director of G-Style Co., Ltd.
Shi Jia Investment Co., Ltd.
Representative: Ma, Meng-Ming
Senior Vice President of GIGABYTE
Director of GIGABYTE Communications Inc.
Director of G-Style Co., Ltd.
Yueh Yeh Kai Fa Investment Limited Corporation
Representative: Tseng, Chun-Ming
Senior Vice President of GIGABYTE
Director of GIGABYTE Communications Inc.
Shi Da Investment Limited Corporation
Representative: Ke, Tsung-Yuan
None

Remuneration Committee
To ensure a sound remuneration structure for our company 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" in the Securities and Exchange Act. The Committee consists of three members appointed by Board resolution. One of the committee members serves as the convener and the term of office is identical to the Board. The purpose of the Remuneration Committee is to evaluate the remuneration policy and structure of the company's directors, supervisors and executives, ensure that the remuneration complies with the relevant regulations and is sufficient to attract talented personnel, as well as provide recommendations for the Board for its reference to make decisions. The Committee convenes meetings at least twice a year and holds extra meetings for extraordinary occasions. More

Internal Audit

GIGABYTE has set up an independent Internal Audit unit that reports directly to the Board of Directors. In addition to reporting at routine meetings of the Board of Directors, it is necessary to submit reports to the Chairman on a monthly basis or when necessary. According to the "Guidelines Governing the Internal Audit System", the Internal Audit should assist the Board and management in inspecting and reviewing any flaws in the internal control system, evaluating the efficiency and efficacy of business operations as well as providing timely advice on improvements. The goal is to ensure the continued operating effectiveness of the internal control system and provide a basis for reviewing and improving the internal control system. Internal Audit tasks are mainly carried out regularly and randomly in accordance with the audit plan approved by the Board. Internal Audit allows the management understanding internal control operations as well as identifying any existing or potential weaknesses in a timely manner. To ensure quality implementation of self-checks executed by each unit, Internal Audit is conducted to verify that self-checks were actually performed and review the quality of documentation. The results from self-checks are compiled into a report which is reviewed by the Chairman and followed by inspection supervisors. An abstract of the report is regularly submitted to the Board of Directors.