Board of Directors

The current Board has seven directors, including four independent directors.

1.  Independent directors make up 4/7 of the Board.
2. Directors with employee status account for 1/7 of the Board.
3.  Female directors account for 2/7 of the Board.

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:

1. Industry experience (At least 50% of the directors have a background in the cultural and creative industries. At least 33.33% of the directors have expertise in information technology or financial services.)
2. Professional expertise (At least 50% of the directors possess capabilities in international operations and risk management. At least 33.33% of the directors have expertise in R&D or financial analysis.)

The Company's diversity policy outlines the following specific management goals and current achievements:

1. Independent directors currently constitute more than half of the Board. 
2. All independent directors have served no more than three terms.
3. Directors who concurrently serve as managers account for no more than one-third of the total board seats.
4. The Board composition satisfies the required proportions of directors with industry experience and professional expertise.
5. The Board currently includes one female director. The Company is committed to increasing this number to three by selecting qualified candidates from academia and industry experts in the future.

Diversity of Board members

Uccession Planning Principles for Board Members

In accordance with its Corporate Governance Best Practice Principles, GAMANIA has adopted a diversity policy for the composition of the Board of Directors, and director candidates are carefully selected through the Nomination Committee. To enhance the forward-looking approach and governance resilience of Board succession, the Company has established the following four guiding principles:

Diversity and Independence｜

The Company continues to follow its Board diversity policy, applying two sets of criteria: basic attributes and values (e.g., gender, age, nationality, race, seniority, and cultural background) and professional knowledge and skills (law, accounting, industry, finance, marketing, and technology). Specific goals include independent directors making up more than half of the Board, at least one female director, independent directors serving no more than three terms, and directors concurrently serving as managers accounting for no more than one-third of the Board.

Forward-Looking Planning by the Nomination Committee｜

Based on candidates recommended by shareholders and the Board, the Nomination Committee regularly reviews the Board's skill matrix and potential candidate profiles, plans successors in advance for board elections or changes in membership, and submits its recommendations to the Board for review.

Development and Ongoing Evaluation｜

To foster a culture of sustainable governance, the Group arranges for Board members to attend professional development courses every year. In accordance with the Board of Directors Performance Evaluation Measures, an internal performance evaluation of the Board is conducted annually, and a comprehensive evaluation is conducted by an external independent professional institution at least once every three years. The evaluation results serve as an important reference for decisions on director renomination, selection, and succession, reflecting the Company's commitment to sustainable development.

Transparent Governance and Progressive Disclosure｜

The implementation of Board succession planning will be progressively incorporated into the disclosures of the Corporate Governance Report and the Sustainability Report, in line with domestic and international corporate governance evaluation requirements.

Succession Planning Principles for Senior Management

GAMANIA expects its senior management not only to possess outstanding professional expertise, but also to embody the Group's core competencies in both words and actions. As these values are instilled through long-term development and hands-on practice, the Company has established its succession mechanism based on the following four core principles:

Responsibilities and Competencies｜

Successors must demonstrate the potential to assume executive-level responsibilities, namely formulating the Group's medium- to long-term business strategies, expanding its competitive advantages, ensuring sustainable business performance, and communicating effectively across functions and businesses. They must also demonstrate some of the behaviors expected under the executive-level competencies, including Evidence-Based Strategy, Catalyzing Execution, Daring to Innovate, Elevating the Team, and Cross-Functional Collaboration, which are developed through long-term cultivation and practical experience.

Internal Development First｜

The Company focuses primarily on developing its internal talent pipeline, supplemented by external recruitment. Through key assignments and business projects, as well as participation in major business decision-making meetings, successors build a holistic, enterprise-wide leadership mindset, ensuring that the Group's business philosophy and organizational culture are carried forward.

Dynamic Talent Review and Ongoing Assessment｜

In line with the Group's organizational development and innovation-driven growth, the Company arranges job rotations and cross-subsidiary or cross-functional assignments as appropriate, and regularly reviews the skill matrix.

Transparent Governance and Progressive Disclosure｜

The implementation of succession planning will be incorporated into the Group's governance reporting mechanism, and a disclosure mechanism will be progressively established. Through this approach, the Company will strengthen its future management team in a planned and goal-oriented manner, upholding the corporate governance principle of sustainable business operations.

Implementation of the Senior Management Succession Mechanism

Gamania CloudForce Co., Ltd.(formerly Digicentre Company Limited) | Mr. Ting, Wei-Ming

Mr. Ding joined Gamania in 2002 and served as Director of the Information Technology Division and Director of the Network Technology Division. In October 2013, he was transferred to the Group subsidiary Digicentre Company Limited as Deputy Chief Operating Officer. He was promoted to Deputy General Manager  in April 2016 and has served as General Manager since September of the same year, exemplifying the Group's succession mechanism of internal development and cross-subsidiary experience.

Gamania CRM Co., Ltd. (formerly Ants' Power Company Limited) | Ms. Ho, Chi-Jung

Ms. Ho joined Gamania in 2004 and served as Supervisor and Assistant Manager of the Customer Service Department. In January 2014, she was transferred to the Group subsidiary Ants' Power Company Limited as Assistant Manager of the Customer Service Department, and subsequently served as Manager of the Project Department and as Deputy Director and Director of the Service Business Division. She was promoted to Chief Operation Officer in December 2023, demonstrating the Group's success in developing senior management talent internally through progressive advancement.

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:

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: