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SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION — Annual Report 2024
Jun 12, 2025
52019_rns_2025-06-12_1647ec3a-f3d6-44e8-83d7-4166e5c79097.pdf
Annual Report
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Spokesperson
Tu, Shu-Chyuan Global Corporate Senior Vice President (02) 2506-3320 (02) 6636-5566 [email protected] www.ctbcbank.com
Chen, Yi-Ju PwC Taiwan [email protected] (02) 2729-6666
Headquarters
27 F., No. 205, Sec. 8, Civic Blvd., Nangang Dist., Taipei 115, Taiwan (R.O.C.) (02) 2506-3320 Luxembourg Stock Exchange
Linkou logistics center Stock Exchange.
(02) 2508-5948 stock code is SYXZF
Taichung logistics centers
No. 35, Gongyequ 24th Rd., Nantun Dist., Taichung City (04) 2350-3456
Kaohsiung logistics centers
No. 312-8, Renxin Rd., Renwu Dist., Kaohsiung City (02) 8978-9300
Australia logistics centers Melbourne, Sydney
Indonesia logistics center
Jakarta
Common Stock Transfer Agency
Transfer Agency Department, CTBC Bank Co., Ltd. 5F., No. 83, Sec. 1, Chongqing S. Rd., Taipei City
Acting Spokesperson Auditing CPA of the most recent year
Finance Director Huang, Shih-Chun, Liang, Yi-Chang (02) 2506-3320 27F., No. 333, Sec. 1, Keelung Rd., Taipei City www.pwc.tw
Global Depositary Receipts (GDR) Stock Exchange
For GDR trading information, please contact the London No. 15, Dinghu 9th St., Guishan Dist., Taoyuan City The website is www.londonstockexchange.com and the.

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Notice to readers
This English version annual report is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
2024 Consolidated Financial Performance
| Unit: NTD | |||
|---|---|---|---|
| Item/Year | 2023 | 2024 | Net change (%) |
| Operating revenue (NT\$100 million) | 3,960 | 4,260 | 7.6 |
| Net income before tax (NT\$100 million) | 105.2 | 123.5 | 17.5 |
| Net income attributable to owners of the parent (NT\$100 million) |
72.9 | 92.1 | 26.4 |
| EPS (after retroactive adjustment) (NT\$) | 4.37 | 5.52 | 26.3 |
| Gross profit margin (%) | 4.4 | 4.4 | 0.0 |
| Operating expense ratio (%) | 2.3 | 2.0 | (0.3) |
| Operating profit margin (%) | 2.2 | 2.4 | 0.2 |
| Return on equity (ROE) (%) | 10.1 | 12.4 | 2.3 |
| Average collection days | 73 | 68 | (7.9) |
| Inventory turnover (days) | 54 | 46 | (15.5) |
| Average payment turnover days | 33 | 34 | 3.1 |
↑26.4%



Table of Contents
| 01 | Letter to Shareholders ---------------------------------------------P03 |
||
|---|---|---|---|
| 02 | Corporate Governance Report-----------------------------------P05 | ||
| I. | Information on Directors, General Managers, Vice-General Managers, Assistant Vice-Presidents, and Department and Branch Directors--------------------------- |
P05 | |
| II. | Implementation of corporate governance -------------------------------------------- |
P17 | |
| III. | Information on CPAs ------------------------------------------------------------------- |
P41 | |
| IV. | Changes in shareholdings of Directors, Supervisors, managers, and principal shareholders------------------------------------------------------------------------------ |
P41 | |
| V. | The relationships between the top ten shareholders-------------------------------- | P42 | |
| VI. | Comprehensive shareholding ratio of investment entities------------------------- | P42 | |
| 03 | Capital overview-----------------------------------------------------P43 | ||
| I. | Capital and shareholding --------------------------------------------------------------- |
P43 | |
| II. | Dividend policy and implementation status ----------------------------------------- |
P44 | |
| III. | Information on employee bonus and director remuneration ---------------------- |
P44 | |
| IV. | Company buyback of shares----------------------------------------------------------- | P45 | |
| V. | Issuance of global depositary receipts, bonds, preferred shares, and employee stock option-------------------------------------------------------------------------------------- |
P45 | |
| VI. | Mergers, acquisitions, or issuance of new shares for acquisition of shares of other companies -------------------------------------------------------------------------------- |
P45 | |
| VII. | Implementation of capital allocation plan ------------------------------------------- |
P45 | |
| 04 | Business overview ---------------------------------------------------P46 |
||
| I. | Scope of business------------------------------------------------------------------------ | P46 | |
| II. | Business model -------------------------------------------------------------------------- |
P50 | |
| III. | Core competencies ---------------------------------------------------------------------- |
P50 | |
| IV. | Business strategy ------------------------------------------------------------------------ |
P51 | |
| V. | Market and sales conditions ----------------------------------------------------------- |
P51 | |
| VI. | Employees-------------------------------------------------------------------------------- | P55 | |
| VII. | Environmental protection expenditure information -------------------------------- |
P55 | |
| VIII. | Labor relations--------------------------------------------------------------------------- | P55 | |
| IX. | Information security management ---------------------------------------------------- |
P57 |
X. Important contracts---------------------------------------------------------------------- P58
05 Financial Overview, Performance Analysis, and Risk Management----------------------------------------------------------P59
I. Review and analysis of financial status and financial performance-------------- P59 II. Risk management------------------------------------------------------------------------ P62
III. Other important matters ---------------------------------------------------------------- P63
| 06 | Special disclosures --------------------------------------------------P64 |
|
|---|---|---|
| I. | Profiles of affiliated enterprises ------------------------------------------------------- P64 |
|
| II. | Progress of private placement of securities------------------------------------------ P64 |
|
| III. | Other supplemental information ------------------------------------------------------ P64 |
|
| IV. | Corporate events with material impact on shareholders' equity or stock prices set forth in Article 36, Paragraph 2, Subparagraph 2 of Securities and Exchange Act in the past year and up to the date of report -------------------------------------------- P64 |
01 Letter to Shareholders
Dear Shareholders,
2024 will prove to be a year of critical turning point in history! Many countries around the world have experienced drastic geopolitical and economic changes, bringing numerous shocks to the rest of the world. Rather than easing, the ongoing wars have intensified. The high international trade barriers have led to the fragmentation and reorganization of the global economic and trade order. The increased uncertainty in government policies in major countries has further impacted the rapid volatility of the global economy. While the multiple energy price hikes have led to enormous pressure on people's livelihood and business operations. Alternatively, the world is seeing major technological innovations that only occur once every decade or so. Artificial intelligence (AI), electric vehicles, and a number of new technologies are bringing endless new business opportunities and visions. Innovation has brought forth paradigm shifts, leading to a drastic reshuffling in industries. Confronted by both new opportunities and the turbulent environment, challenges are always around the corner, testing the decision-making ability of business operations!
In 2024, amidst the turbulent environment, Synnex's business and HQ teams strove to achieve breakthroughs and expansions, leading to heightened business scale and strategic layout in the four major product categories. These include the semiconductor business, enterprise solution business, IT consumer business, and mobile device business. In addition, we also saw enormous progress in the Taiwan & China technical service business and the SYN Logistics business, helping to set a record high in the Group's consolidated revenue.
In addition to the breakthroughs in business, we are also starting to see results after implementing digital transformation for six years. Digitalization is in Synnex's genes. Having started computerization in as early as 1984, we have been continuously refining our operational knowledge into computer systems to assist business decision-making and help employees to learn. This year marks the 20th anniversary of the HQ Planning & Management Divisions. Established in 2005, it is in charge of building a transnational management mechanism and leading the development and optimization of ERP. In 2014, the Gen 7 system was successfully upgraded, enabling a multinational, diversified Group ERP business model that significantly facilitated our multinational operations. In 2019, Synnex initiated a new phase of digital transformation, introducing AI software to gain insight into market operational patterns through "pattern analysis". We also used "bias analysis" to explore hidden inefficiencies and losses, identifying ineffective operations that consumed channel resources and created unnecessary losses. In 2022, Synnex further optimized the new generation ERP architecture. By accelerating external digital connections with vendors and customers, we provided real-time, transparent and precise operation management information to partners throughout our supply chain and facilitated customers to concentrate resources on markets with enhanced efficiency. Internally, we comprehensively connected all eight of our operational systems to thoroughly reduce offline manual work. Besides reducing employees' workload, it also enables their work to be more knowledge-intensive, allowing them to focus on information interpretation and communications. Over the past six years, we have experienced a comprehensive transformation of existing and new awareness, and successfully transformed digital operations, division of labor, and organizational framework, allowing Synnex to achieve a new outlook in operation management and primed to take on the future.
2024 also marks a year of milestones for Synnex Group as we welcomed our ideal headquarters building. Constructed as a pioneering investment, the new building adopts customized specifications including top-notch seismic resistant and electromechanical security measures, optimized internal traffic flow, and human-centered design thinking infused into every detail. It is meant to enrich employees' daily lives with sunlight, fresh air, and water. The exterior facade of the Synnex Tower is inspired by the keystone of a classical vaulted building, symbolizing Synnex's commitment to being the keystone that bridges vendors and customers, achieving steady and continuous growth, and winning long-term trust.
After six years of digital transformation and internal rectification, Synnex's overall operational structure has become more lean, flexible, and agile. With the breath of fresh air ushered in by our new building, 2025 will be a year for Synnex to fully seize the market and strive for momentous growth.
Below are the key operational highlights of 2024:
1. Revenue and profit
Synnex's 2024 consolidated revenue was NT\$426 billion, representing 8% growth from the NT\$396 billion in 2023. The net profit after tax was NT\$9.21 billion, which is an increase of 26% from the NT\$7.29 billion in 2023. The after-tax EPS was NT\$5.52, which is up 26% from NT\$4.37 in 2023.
2. Concrete business results
(1) The four major product categories have all achieved comprehensive growth. In particular, the semiconductor business has continued to expand the number of customers for its MSP services, thereby reaching new revenue records for four consecutive years and achieving an annual increase of 9%. The Group's enterprise solution business seized AI-related opportunities and achieved record revenue, up 10% from the previous year. The Group's mobile device business actively expanded new products and recruited sales reps, showing a significant revenue increase of 24%, setting a six-year record. Meanwhile, the Group's IT consumer business resisted inventory destocking and sluggish demand, and achieved revenue growth of 2%.
- (2) The Taiwan & China "technical service business" continued to expand the number of vendors and the breadth and depth of its services, resulting in a 3% growth. SYN Logistics continued to expand its warehouse service deployed in cloud platform, having served more than 1.6 million households in door-to-door delivery services.
- (3) Our overseas joint ventures also performed well, with the three ASEAN countries (Indonesia, Thailand, and Vietnam) actively expanding their 450 million demographic dividend and continuing to grow strongly, achieving a 16% revenue growth. Revenues in India, the Middle East and North Africa reached a new high for the fourth consecutive year, growing by 9%.
The important production and marketing policies for 2025 are respectively described as follows:
-
- In terms of our various businesses, including semiconductor, commercial information, consumer information, communications, recruitment, and cloud service sectors, by utilizing the Management Service Platform (MSP) as a core, we continued to develop and adjust service and business models to enhance service quality and efficiency, driving for business expansion.
-
- We actively focused on seizing new opportunities in AI-related applications, green technology, smart mobile office and other fields.
-
- Continued to expand the logistics service business and corporate customer technical service business to develop them into fields with high value and growth.
-
- Continued to expand the application of AI and smart tools, especially in business decision-making, operational risk control, and operational quality management in order to reduce inefficiencies and losses. This helps us to focus resources on highperforming businesses and improve operating efficiency.
Future development strategies
As a channel service provider in the industrial supply chain, Synnex is strategically positioned as a "Management Service Platform (MSP)", connecting upstream and downstream manufacturers and third parties through digital connections. By integrating various internal high-efficiency operating mechanisms and smart management mechanism, the Company facilitates vendors and customers to develop new business opportunities, and engage in business operation services and management information analysis. Going forward, the Company will continue to implement the MSP strategy, and use new strategic thinking and vision to create greater value and a greater room for development through service.
Environmental, Social, and Governance (ESG)
Synnex has established a Sustainability Committee that actively promotes actions that facilitate the related work of Environmental, Social, and Governance (ESG) and fully discloses relevant information to fulfill its corporate social and civic responsibilities and play a more positive role in the sustainable development of both the global environment and society. Synnex has officially signed on as a supporter of the Task Force on Climate-Related Financial Disclosures (TCFD), and it is the first electronic channel service provider in Taiwan to disclose the TCFD information. In recent years, the Company has also obtained ISO 14001 Environmental Management Systems and ISO 14064 GHG Inventory certifications, showing that we attach importance to mitigating the impact of climate change. The Company took action to support global sustainable development by jointly issuing sustainability-linked loans with banks on multiple occasions. At the same time, the Company has also increased its disclosure of policies and results on supply chain management, conflict mineral management and green products to further strengthen the promotion of sustainability work.
The international situation is unpredictable and challenges will only become more severe in the future. SYNNEX will continue to uphold "stable, continuous, and growth," and constantly enhance our capabilities, stay up-to-date, and steadily move forward. We hope that our shareholders will continue to push us and support us!
Warm regards,
Chairman: Miau, Matthew Feng Chiang
President: Tu, Shu-Wu
02 Corporate Governance Report
I. Information on Directors, General Managers, Vice-General Managers, Assistant Vice-Presidents, and Department and Branch Directors
(I) Information on Directors
⚫ Basic Information of Directors
| 2025.03.31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title Name | Gender Age |
Nationality or place of registration |
Date elected |
Term (years) |
First elected date |
Shares held during election |
Current shareholding |
Current shares held by spouse and underage children |
Shareholding by nominee arrangement |
Remarks | ||||
| Shares | % | Shares | % | Shares | % | Shares | % | |||||||
| Chairman/ Miau, Matthew Feng Chiang |
Male 70-79 |
USA | 2024.5.31 | 3 | 1988.9.1 | 3,283,000 (Note) |
0.17 | 3,283,000 (Note) |
0.20 | - | - | - | - | Representative of Mei-Feng Investment Corporation |
| Director/ Tu, Shu-Wu |
Male 70-79 |
ROC | 2024.5.31 | 3 | 1988.9.1 | 36,156,381 | 2.17 | 36,156,381 | 2.17 1,587,245 | 0.10 | - | - | ||
| Director/ Chou, Teh Chien |
Male 60-69 |
ROC | 2024.5.31 | 3 | 2015.6.12 260,521,054 (Note) |
15.62 260,521,054 (Note) |
15.62 | - | - | - | - | Representative of MiTAC Inc. | ||
| Director/ Yang, Hsiang Yun |
Female 60-69 |
ROC | 2024.5.31 | 3 | 2015.6.12 | 8,217,974 (Note) |
0.49 | 8,217,974 (Note) |
0.49 | - | - | - | - | Representative of Tsu Fung Investment Co., Ltd. |
| Director/ Tu, Shu Chyuan |
Male 60-69 |
ROC | 2024.5.31 | 3 | 2022.5.30 | 17,690,053 (Note) |
1.06 | 17,690,053 (Note) |
1.06 | - | - | - | - | Representative of Hong Ding Investments Corp. |
| Director/ Miau, Scott Matthew |
Male 50-59 |
ROC | 2024.5.31 | 3 | 2022.5.30 | 3,218,250 (Note) |
0.19 | 3,218,250 (Note) |
0.19 | - | - | - | - | Representative of Y.S. Education Foundation |
| Independent Director/ Hsuan, Chien Shen |
Male 80-89 |
ROC | 2024.5.31 | 3 | 2021.7.20 | - | - | - | - | - | - | - | - | |
| Independent Director/ Shen, Ling Long |
Male 70-79 |
ROC | 2024.5.31 | 3 | 2021.7.20 | - | - | - | - | - | - | - | - | |
| Independent Director/ Chung, Hui Min |
Male 60-69 |
ROC | 2024.5.31 | 3 | 2024.5.31 | - | - | - | - | - | - | - | - |
Note: It is the shareholding of a corporate shareholder.
| Title Name |
Main experience (education) | Other current positions within the Company | or other department heads | Spouse or relatives of second degree or closer acting as directors, supervisors, |
||
|---|---|---|---|---|---|---|
| Chairman Miau, Matthew Feng Chiang |
General Manger, UPC Technology Corp. General Manger, Lien Hwa Industrial Co., Ltd. Chairman, Synnex Corp. US Director, TD SYNNEX Corporation Independent Director, Galileo Independent Director, BOC Independent Director, The Linde Group Corporate Consultant, APEC Representative, ABAC Convener, NICI civil advisory committee Chairman, Chinese National Federation of Industries |
Honorary Doctorate, National Chiao Tung University MBA, Santa Clara University (USA) B.S., Electrical Engineering, the University of California at Berkeley (USA) ITRI Laureate |
Chairman, Lien Hwa Industrial Corp. Chairman, UPC Technology Corp. Chairman, MiTAC Holdings Corp. Chairman, MiTAC Inc. Director, Getac Holdings Corporation Independent Director, Cathay Financial Holdings Director, CTCI Foundation |
Title Director |
Name Miau, Scott Matthew |
Relationship Father and son |
| Director Tu, Shu-Wu |
General Manager, Micro Electronics Corp. Vice-President, MiTAC Inc. Adjunct Professor, National Chiao Tung University |
B.S., Department of Electrical and Control Engineering, National Chiao Tung University ITRI Laureate Honorary Doctoral Degree, National Chiao Tung University |
President, Synnex Technology International Corp. Chairman, Seper Technology Corp. Director, Bestcom Infotech Corp. Chairman, E-Fan Investments Corp. Director, Synergy Intelligent Logistics Corp. Director, Synergy Intelligent Technology Co., Ltd. Supervisor, MiTAC Information Technology Corp. Supervisor, MiTAC Inc. Director, Tunghai University Director, Synnex (Thailand) Public Company Ltd. Commissioner, PT. Synnex Metrodata Indonesia |
Director | Tu, Shu Chyuan |
Brother |
| Director Chou, Teh Chien |
Investment Special Assistant to Chairman, MiTAC International Corp. |
PhD of engineering, Rutgers, The State University of New Jersey |
Director, MiTAC Information Technology Corp. Director, Concentrix Corporation Director, Getac Holdings Corporation Director, Waffer Technology Corp. Supervisor, MiTAC Inc. |
None | None | None |
| Spouse or relatives of second degree or | ||||||
|---|---|---|---|---|---|---|
| Title Name |
Main experience (education) | Other current positions within the Company | or other department heads | closer acting as directors, supervisors, | ||
| Title | Name | Relationship | ||||
| Director Yang, Hsiang-Yun |
Chief Financial Officer, MiTAC International Corp. Corporate Governance Officer, MiTAC Holdings Corp. Supervisor, Waffer Technology Corp. Chairman, Health Food Co., Ltd. |
MBA, National Taiwan University |
Executive Assistant to Chairman, MiTAC Holdings Corp. Director, Ares International Corp. Director and Vice President of Investment Director, MiTAC Inc. Director, Y.S. Education Foundation Supervisor, MiTAC Digital Technology Corp. |
None | None | None |
| Director Tu, Shu Chyuan |
President, Planning Department of Synnex Technology International Corp. |
Master of Computer Engineering from California State University B.S., Department of Computer Engineering, National Chiao Tung University |
Vice-President, Synnex Technology International Corp. Chairman, Bestcom Infotech Corp. Chairman, Bizwave Tech Co., Ltd. Chairman, Synergy Intelligent Technology Co., Ltd. Director, Inforcom Technology Inc. Director, Asgard System, Inc. Director, Jetwell Computer Co., Ltd. Independent Director, Nuvoton Technology Corp. Director, Digitimes Inc. Director, Seper Technology Corp. Director, Synnex (Thailand) Public Company Ltd. Director, Redington Ltd. Director, Synnex FPT Joint Stock Company Ltd. Commissioner, PT. Synnex Metrodata Indonesia |
Director | Tu, Shu Wu |
Brother |
| Director Miau, Scott Matthew |
Vice President, IoT Business Group, MiTAC Information Technology Corp. Special Assistant to Chairman, MiTAC SYNNEX Group |
Ph.D., Department of Management Information Systems, College of Commerce, National Chengchi University |
Vice- General Manager, MiTAC Inc. Chairman, MiTAC Hikari Corporation Chairman, Mei-Feng Investment Corporation Vice Chairman, Linde Lienhwa Industrial Gases Co. Ltd. Issuer, GLOBALinks MiTAC-SYNNEX Group |
Chairman | Miau, Matthew Feng Chiang |
Father and son |
| Independent Director Hsuan, Chien-Shen |
Project Manager, General Electric Vice President, Pepsi Taiwan Vice President, Sesoda Corporation Vice President, Pen Holdings Taiwan President of Overseas Operations, Admiral Oversea Corporation President, TPV Technology Group |
Ph.D. in Systems Engineering, New York Institute of Technology, USA Master's degree in System Engineering, Boston University, USA Bachelor's degree in Electrical Engineering, National Cheng Kung University |
Chairman and CEO, TPV Technology Co., Ltd. Director, Standard Foods Co., Ltd. Chairman, Shanghai Standard Foods Co., Ltd. Chairman, Standard Investment (China) Co., Ltd. Chairman, Standard Foods (China) Co., Ltd. Chairman, Standard Foods (Xiamen) Co., Ltd. Chairman, Shanghai Le Bonta Wellness Co., Ltd. Chairman, Shanghai Xin-Huo-Li Health Technology Co, Ltd. |
None | None | None |
| Independent Director Shen, Ling Long |
Director of the Department of Insurance, Ministry of Finance Chairman of Mega Asset Management Corp. Chairman of Chung Kuo Insurance Co., Ltd. Chairman of the Taiwan Asset Management Corporation Chairman of Taiwan Cooperative Financial Holding Co., Ltd. and Taiwan Cooperative Bank |
Ph.D. in Economics, University of Paris, France Adjunct Professor, National Cheng Chi University |
Vice Chairman, The Appacus Foundation | None | None | None |
| Independent Director Chung, Hui Min |
CEO, Biomedical EMBA Program, National Yang Ming Chiao Tung University Member, Corporate Governance Evaluation Committee, TWSE |
Ph.D. in Economics, Michigan State University, USA B.S., Department of Management Science, National Chiao Tung University |
Dean, College of Management, National Yang Ming Chiao Tung University Professor, Department of Information Management and Finance, National Yang Ming Chiao Tung University Director, EMBA Program, National Yang Ming Chiao Tung University Member of the Management Committee, Industry Academia Innovation School, National Yang-Ming Chiao Tung University Editor-in-Chief, Review of Securities and Futures Market Director, Taiwan Futures Exchange Co., Ltd. |
None | None | None |
⚫ Major shareholders of the institutional directors
| 2025.03.31 | |
|---|---|
| Name of institutional director | Major shareholders of the institutional directors (Note 1) |
| Mei-Feng Investment Corporation | Miau, Matthew Feng Chiang 43.10% Hsu, Ai-Chen 38.20% Miau, Scott Matthew 14.15% Other 4.55% |
| MiTAC Inc. (Note 2) | Lien Hwa Industrial Holdings Corp. 35.29% Synnex Technology International Corp. 18.39% Mei-An Investment Corp. 10.56% MiTAC International Corp. 8.71% Tsu Fung Investment Co., Ltd. 5.37% Hsu, Ai-Chen 1.98% Hua Cheng Investment Corp. 1.92% Miau, Matthew Feng Chiang 1.08% Yi Feng Investment Corp. 0.75% Hong Ding Investments Corp. 0.74% |
| Hong Ding Investments Corp. | Tu, Ying-Rong 41.88% Tu, Ying-Hsuan 41.88% Tu, Shu-Wu 8.55% Tu, Hai-Zhen 7.69% |
| Tsu Fung Investment Co., Ltd. | MiTAC International Corp. 100% |
| Y.S. Education Foundation | MiTAC International Corp. 10% Getac Holdings Corporation 10% Synnex Technology International Corp. 20% Lien Hwa Industrial Holdings Corp. 20% UPC Technology Corp. 20% Mix System Holdings Ltd. 20% |
Note 1: If the major shareholder is a legal person, then fill in the top ten shareholders, as detailed in the table below. Note 2: Information on the ex-dividend date in 2024.
⚫ Major shareholders who are institutional directors and their major shareholders
| 2025.03.31 | |
|---|---|
| Name of major shareholders of the institutional directors | Their major shareholders |
| Lien Hwa Industrial Holdings Corp. | UPC Technology Corp. 9.68% Yih Yuan Investment Corp. 9.14% Yi Feng Investment Corp. 4.86% Miau, Matthew Feng Chiang 3.19% Miau, Feng-Chuan 3.02% Y.S. Education Foundation 3.00% Lien Hwa Industrial Holdings Corp. Employee Welfare Committee 2.82% MiTAC International Corp. 2.79% Chou, Tsu-An 2.38% Miau, Feng-Cheng 2.23% |
| Synnex Technology International Corp. | MiTAC Inc. 15.62% Yuanta Taiwan Dividend Plus ETF account 5.12% Fuh Hwa Taiwan Technology Dividend Highlight ETF Securities Investment Trust Fund Account with Taipei Fubon Commercial Bank Co., Ltd. acting as custodian 3.65% Lien Hwa Industrial Holdings Corp. 3.57% Morgan Stanley Capital International managed account with HSBC (Taiwan) acting as custodian bank 3.27% Yuanta Taiwan Value High Dividend ETF Securities Investment Trust Fund Account with Hua Nan Commercial Bank Ltd. acting as custodian 2.17% Tu, Shu-Wu 2.17% Rong Syuan Investments Co., Ltd. 2.16% Yuanta Taiwan High Dividend Low Volatility ETF 1.95% Miau, Matthew Feng Chiang 1.71% |
| Mei-An Investment Corp. | Vision Quest Overseas Ltd. 82.25% JumpStart Investments Ltd. 16.67% Other 1.08% |
| MiTAC International Corp. | MiTAC Holdings Corp. 100% |
| Tsu Fung Investment Co., Ltd. | MiTAC International Corp. 100% |
| Hua Cheng Investment Corp. | Lien Hwa Industrial Holdings Corp. 100% |
| Yi Feng Investment Corp. | Rich Cycle Ltd. (British Virgin Islands) 100% |
| Hong Ding Investments Corp. | Tu, Ying-Rong 41.88% Tu, Ying-Hsuan 41.88% Tu, Shu-Wu 8.55% Tu, Hai-Zhen 7.69% |
| Getac Holdings Corporation | MiTAC International Corp. 30.70% Yuanta Taiwan Dividend Plus ETF account 5.79% Fuh Hwa Taiwan Technology Dividend Highlight ETF Securities Investment Trust Fund Account with Taipei Fubon Commercial Bank Co., Ltd. acting as custodian 3.60% Mei-An Investment Corp. 2.50% Tsu Fung Investment Co., Ltd. 1.46% New Labor Pension Fund1.35% Taiwan Business Bank Ltd. 1.23% Lien Hwa Industrial Holdings Corp. 1.16% Norges Bank investment account in the custody of Citibank (Taiwan) Limited 1.10% Chunghwa Post Co., Ltd. 0.95% |
| UPC Technology Corp. | Lien Hwa Industrial Holdings Corp. 31.05% Synnex Technology International Corp. 5.04% Mei-An Investment Corp. 1.80% Yih Yuan Investment Corp. 1.57% Liberty Stationery Corp. 1.51% Tsu Fung Investment Co., Ltd. 1.28% MiTAC International Corp. 1.18% Tong Da Investment Corporation 1.06% Yi Feng Investment Corp. 0.96% JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds 0.66% |
| Mix System Holdings Ltd. | MiTAC Inc. 100% |
⚫ Disclosure of the Professional Qualifications of Directors and Independence of Directors
| Qualifications Name |
Professional qualifications and experience |
Independence (Note 1) | Number of other public companies concurrently in which the director also serves as an independent director |
|---|---|---|---|
| Miau, Matthew Feng Chiang |
Has more than 5 years of work experience and work experience in the areas of commerce, law, finance, or accounting, and areas otherwise necessary for the business of the Company. Well-versed in IT channel layout, global production, corporate operations, joint ventures and strategic alliances, venture capital and other management capabilities. |
Compliance of independence: (6)(8)(9)(11) Non-compliance of independence: (1)Manager of the Company. (2)Chairman of the Company. (3)A natural-person shareholder who holds an aggregate amount of 1% or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (4)A manager referred to in paragraph 1 above; no spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons listed in Paragraph 2 above. (5)Chairman or employee of corporate shareholders who directly holds more than 5% of the total issued shares of the Company, in the top five for shareholdings, or appointed a representative as a director or supervisor of the Company in accordance with Paragraph 1 or 2, Article 27 of the Company Act. (7)The chairman, president or equivalent position of the Company and other company are the same person or spouse thereof, or a director or employee of the other company. (10)Father and son with Director Miau, Scott Matthew. (12)A governmental, juridical person, or its representative as defined under Article 27 of the Company Act. |
1 |
| Tu, Shu-Wu | Has more than 5 years of work experience and work experience in the areas of commerce, law, finance, or accounting, and areas otherwise necessary for the business of the Company. Well-versed in IT channel layout, global production, corporate operations, joint ventures and strategic alliances, venture capital and other management capabilities. |
Compliance of independence: (6)(8)(9)(11)(12) Non-compliance of independence: (1)Manager of the Company. (2)A director of the Company or affiliates. (3)A natural-person shareholder who holds an aggregate amount of 1% or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders. (4)A manager referred to in paragraph 1 above; a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons listed in Paragraphs 2 or 3 above. (5)A supervisor who directly holds 5% or more of the Company's shares, is one of the top five shareholders or, in accordance with Article 27, Paragraph 1 or 2 of the Company Act, a corporate shareholder who designates a representative to serve as a director or supervisor of the Company. (7)The chairman, president or equivalent position of the Company and other company are the same person or spouse thereof, or a director or employee of the other company. (10) Brothers with Director Tu, Shu-Chyuan. |
0 |
| Yang, Hsiang-Yun | Has more than 5 years of work experience and work experience in the areas of commerce, law, finance, or accounting, and areas otherwise necessary for the business of the Company. |
Compliance of independence: (1)(2)(3)(4)(6)(7)(8)(9)(10)(11) Non-compliance of independence: (5)A supervisor who directly holds 5% or more of the Company's shares, is one of the top five shareholders or, in accordance with Article 27, Paragraph 1 or 2 of the Company Act, a corporate shareholder who designates a representative to serve as a director or supervisor of the Company. (12)A governmental, juridical person, or its representative as defined under Article 27 of the Company Act. |
0 |
| Chou, Teh-Chien | Has more than 5 years of work experience and work experience in the areas of commerce, law, finance, or accounting, and areas otherwise necessary for the business of the Company. |
Compliance of independence: (1)~(11) Non-compliance of independence: (12)A governmental, juridical person, or its representative as defined under Article 27 of the Company Act. |
0 |
| Tu, Shu-Chyuan | Has more than 5 years of work experience and work experience in the areas of commerce, law, finance, or accounting, and areas otherwise necessary for the business of the Company. Well-versed in IT channel layout, global production, corporate operations, joint ventures and strategic alliances, venture capital and other management capabilities. |
Compliance of independence: (3)(5)(6)(8)(9)(11) Non-compliance of independence: (1)Manager of the Company. (2)A director of the Company or affiliates. (4)A manager referred to in paragraph 1 above (7)The chairman, president or equivalent position of the Company and other company are the same person or spouse thereof, or a director or employee of the other company. (10)Brothers with Director Tu, Shu-Wu. (12)A governmental, juridical person, or its representative as defined under Article 27 of the Company Act. |
1 |
| Miau, Scott Matthew |
Has more than 5 years of work experience and work experience in the areas of commerce, law, finance, or accounting, and areas otherwise necessary for the business of the Company. |
Compliance of independence: (1)(2)(3)(5)(6)(8)(9)(11) Non-compliance of independence: (4)A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons listed in Paragraph 3 above. (7)The chairman, president or equivalent position of the Company and other company are the same person or spouse thereof, or a director or employee of the other company. (10)Father and son with Chairman Miau, Matthew Feng Chiang. (12)A governmental, juridical person, or its representative as defined under Article 27 of the Company Act. |
0 |
| Qualifications Name |
Professional qualifications and experience |
Independence (Note 1) | Number of other public companies concurrently in which the director also serves as an independent director |
|---|---|---|---|
| Hsuan, Chien Shen |
Possesses professional qualifications as a lecturer or higher position in a Department of Commerce, Law, Finance, Accounting, or other academic department related to the business needs of the Company in a public or private junior college, college or university. Has more than 5 years of work experience and work experience in the areas of commerce, law, finance, or accounting, and areas otherwise necessary for the business of the Company. |
Compliance of independence: (1)~(12) In accordance with the requirements of the Listing Rules, the Company has obtained written statements from each of the independent directors to confirm the independence from the Company of each independent director and the spouse and relatives within the second degree of kinship (or in the name of others) thereof. |
0 |
| Shen, Ling-Long | Possesses professional qualifications as a lecturer or higher position in a Department of Risk Management and Insurance or other academic department in a public or private junior college, college or university. Has more than 5 years of work experience and work experience in the areas of commerce, law, finance, or accounting, and areas otherwise necessary for the business of the Company. |
Compliance of independence: (1)~(12) In accordance with the requirements of the Listing Rules, the Company has obtained written statements from each of the independent directors to confirm the independence from the Company of each independent director and the spouse and relatives within the second degree of kinship (or in the name of others) thereof. |
0 |
| Chung, Hui-Min | Possesses professional qualifications as a lecturer or higher position in a Department of Commerce, Law, Finance, Accounting, or other academic department related to the business needs of the Company in a public or private junior college, college or university. Has more than 5 years of work experience and work experience in the areas of commerce, law, finance, or accounting, and areas otherwise necessary for the business of the Company. |
Compliance of independence: (1)~(12) In accordance with the requirements of the Listing Rules, the Company has obtained written statements from each of the independent directors to confirm the independence from the Company of each independent director himself/herself and the spouse and relatives within the second degree of kinship (or in the name of others) thereof. |
0 |
Note 1: Compliance of independence is as follows:
(1) Not an employee of the Company or any of its affiliates.
(2) Not a director or supervisor of the Company or any of its affiliates (except where the person is concurrently an independent director of the Company and its parent company, a subsidiary, or another subsidiary of the same parent company appointed pursuant to the Act or local regulations).
- (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the total number of issued shares of the Company or ranks as one of its top ten shareholders.
- (4) Not a manager listed in (1) or a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship or closer to anyone listed in (2) or (3).
- (5) Not a director, supervisor, or employee of an institutional shareholder who holds directly 5% or more of the Company's shares, is one of the top five shareholders, or is a representative appointed as director or supervisor of the Company pursuant to Paragraph 1 or 2, Article 27 of the Company Act (except where the person is concurrently an independent director of the Company and its parent company, a subsidiary, or another subsidiary of the same parent company appointed pursuant to the Act or local regulations).
- (6) Not a director, supervisor, or employee of another company that has the same directors as the Company or is controlled by the same person that has more than half of the voting power in the Company (except where the person is concurrently an independent director of the Company or its parent company, a subsidiary, or another subsidiary of the same parent company appointed pursuant to the Act or local regulations).
- (7) Not a director, supervisor, or employee of another company or institution that has the same chairman, president, or person with the equivalent rank as the Company, or a spouse in one of these roles (except where the person is concurrently an independent director of the Company and its parent company, a subsidiary, or another subsidiary of the same parent company appointed pursuant to the Act or local regulations).
- (8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specific company or institution that has a financial or business relationship with the Company (except where that specific company or institution holds 20% or more but no more than 50% of the Company's shares and is concurrently an independent director of the Company and its parent company, a subsidiary, or another subsidiary of the same parent company appointed pursuant to the Act or local regulations).
- (9) Not a professional who provides audit or received no more than NT\$500,000 in cumulative compensation in the last two years for commercial, legal, financial, or accounting services to the Company or its affiliates, nor an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or organization that provides such services to the Company or its affiliates; or the spouse of any of the above. However, exception applies to members of a remuneration committee, a take-over bid review committee, or a special committee for merger and acquisition exercising their authority pursuant to provisions of the Securities and Exchange Act or the Business Mergers and Acquisitions Act.
- (10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
- (11) Not been a person of any conditions defined in Article 30 of the Company Act.
- (12) Not a governmental, juridical person, or its representative as defined under Article 27 of the Company Act.
⚫ Diversity and Independence of the Board
I. Diversity of Members of the Board:
The diversity policy for members of the Board of Directors is established in Article 20 of the Company's Corporate Governance Best Practice Principles:
-
- The Company's Board of Directors shall direct company strategies, supervise the management, and be responsible to the Company and the shareholders' meeting. The various procedures and arrangements of the corporate governance system shall ensure that, in exercising its authority, the Board of Directors complies with laws, regulations, the Articles of Incorporation, and the resolutions adopted by shareholders' meetings.
-
- The organization of the Company's Board of Directors shall be commensurate with the Company's size and shareholding structure and be based on business needs. The appropriate number of directors has been determined to be seven or more.
-
- The composition of the Board of Directors shall be determined by taking diversity into consideration, except for the number of directors who are also managers of the Company shall not exceed one-third of the Board of Directors, and formulating an appropriate policy on diversity based on business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- (1) Basic requirements and values: Gender, age, nationality, and culture.
(2) Professional knowledge and expertise: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
-
- The members of the Board of Directors shall be balanced between the genders and they shall possess the knowledge, skills, and experience necessary for performing their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:
- (1) Operational judgment.
- (2) Ability to perform accounting and financial analysis.
- (3) Management ability.
- (4) Crisis management.
- (5) Industrial knowledge.
- (6) An international market perspective.
- (7) Leadership ability.
- (8) Decision-making ability.
A diverse Board of Directors with various opinions and insights will improve the quality of decisions and benefit the Company's shareholders and other stakeholders.
The Board of Directors and management attach importance to inclusiveness and diversity to support the Company's values.
II. Diversity management goals and achievement status:
-
- The Company focuses on operational judgment, operational management, and crisis management capabilities. More than half of the directors should have the relevant core capabilities: Operational judgment: 9/9 (100%), Management ability: 8/9 (88.89%) and crisis management 9/9 (100%).
-
- More than half of the independent directors cannot be re-elected more than 3 terms in order to maintain independence: Proportion of independent directors: 3/9(33.33%); one member whose term of office is less than one term, none of which has served more than three terms.
-
- More than half of the directors are not concurrently employees or managers for the purpose of supervision: Proportion of directors of the Company with employee status: 3/9 (33.33%).
-
- Members of the board of directors have rich experience and expertise in the fields of finance, business, and management. Implementation is as follows:
| Core parameter |
Length of the terms of service of independent directors |
Industrial knowledge | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Gender | Age | Nationality | Professional background |
Concurrently an employee |
Few er th an th ree y ears |
Thre e to nine year s |
Mor e tha n nin e yea rs |
Operational judgment |
Ability to perform accounting and financial analysis |
Management ability |
Crisis management |
Tech nolo gy |
Fina nce |
Tele comm unic ation s |
Vent ure c apita l |
An international market perspective |
Leadership ability |
Decision -making ability |
Number of other public companies concurrently in which the director also serves as an independent director |
| Chairman | Miau, Matthew Feng Chiang |
Male | 70-79 | USA | Industry | V | V | V | V | V | V | V | V | V | V | 1 | |||||
| Director | Tu, Shu-Wu |
Male | 70-79 | ROC | Industry | V | V | V | V | V | V | V | V | V | V | 0 | |||||
| Director | Yang, Hsiang-Yun Female |
60-69 | ROC | Industry | V | V | V | V | V | V | V | 0 | |||||||||
| Director | Chou, Teh Chien |
Male | 60-69 | ROC | Industry | V | V | V | V | V | V | V | 0 | ||||||||
| Director | Tu, Shu Chyuan |
Male | 60-69 | ROC | Industry | V | V | V | V | V | V | V | V | V | V | 1 | |||||
| Director | Miau, Scott Matthew |
Male | 50-59 | ROC | Industry | V | V | V | V | V | V | V | V | V | 0 | ||||||
| Independent Director |
Hsuan, Chien-Shen |
Male | 80-89 | ROC | Industry | V | V | V | V | V | V | V | V | V | 0 | ||||||
| Independent Director |
Shen, Ling Long |
Male | 70-79 | ROC | Finance and accounting |
V | V | V | V | V | V | V | V | V | V | 0 | |||||
| Independent Director |
Chung, Hui Min |
Male | 60-69 | ROC | Commerce and finance |
V | V | V | V | V | V | V | V | V | 0 |
- Currently, the proportion of directors of either gender on the Company's Board of Directors is less than one-third, mainly because the list of female director candidates is relatively limited. To promote a gender-balanced strategy, the Company is already actively seeking for more female directors to join us. In addition, during all subsequent director selection process, the Company will give priority to gender diversity and establish an annual review mechanism to ensure the gradual achievement of gender diversity goals.
III.Independence of the Board:
The Company's Board of Directors has 9 members, including 3 independent directors (accounting for 30% of all directors). None of the directors are spouses, and no more than half of the directors are relatives within the second degree of kinship to any other director of the Company. No conditions stipulated in Article 26-3, Paragraph 3 and Paragraph 4 of the Securities and Exchange Act.
To ensure the independence of the functions of the Board of Directors, pursuant to "Rules of Procedure for Board of Directors Meetings", a director may offer his opinion and answer related questions but is prohibited from participating in discussion of or voting on any proposal of a Board of Director meeting where the director or any institution that the Director represents is an interested party, and such participation is likely to prejudice the interests of the Company; neither shall a Director vote on such proposal as proxy for any other director in such circumstances.
The Company's Board of Directors directs company strategies, supervises the management, and are responsible to the Company and the shareholders. The Board of Directors shall comply with laws, regulations, and the Articles of Incorporation, and the resolutions adopted by shareholders' meetings in all procedures and arrangements of the corporate governance system. The Company's Board of Directors emphasizes the functions of independent operation and transparency. Directors and independent directors are all independent individuals and exercise their powers independently. The three independent directors also comply with relevant laws and regulations, coordinate with the powers of the Audit Committee, review the management and control of the Company's existing or potential risks, etc., so as to ensure the effective implementation of the Company's internal controls, the selection (removal) and independence of CPAs, as well as the appropriate preparation of financial statements. In addition, in accordance with the Company's Rules for Election of Directors, a candidate nomination system is adopted for the selection of directors and independent directors, and shareholders are encouraged to participate. Shareholders holding more than a certain number of shares can submit a list of candidates, and the qualifications of the candidates will be reviewed to confirm whether there are any violations of the circumstances listed in Article 30 of the Company Act. Relevant candidate acceptance procedures are carried out and announced in accordance with the law to protect the rights and interests of shareholders and to avoid monopolization or deluging of nomination rights so as to maintain independence.
(II) Information on the General Managers, Vice-General Managers, Assistant General Managers, and Department and Branch Directors
2025.03.31
| Unit: Shares/% | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title Name |
Gender Nationality | Date of appointment |
Shareholding (Note 2) |
Shares held by spouse and underage children (Note 2) |
Main experience (education) | Current positions in other companies |
second degree | Managerial officer who is a spouse or a relative within |
|||||
| (Note 1) | Shares | % | Shares | % | Title | Name | Relation -ship |
||||||
| President Tu, Shu Wu |
Male | ROC | 1988.9.12 | 36,156,381 2.17 1,587,245 0.10 | Honorary Doctoral Degree, National Chiao Tung University ITRI Laureate B.S., Department of Electrical and Control Engineering, National Chiao Tung University General Manager, Micro Electronics Corp. Vice-President, MiTAC Inc. Adjunct Professor, National Chiao Tung University |
Chairman, Seper Technology Corp. Director, Bestcom Infotech Corp. Chairman, E-Fan Investments Corp. Director, Synergy Intelligent Logistics Corp. Director, Synergy Intelligent Technology Co., Ltd. Supervisor, MiTAC Information Technology Corp. Supervisor, MiTAC Inc. Director, Tunghai University Director, Synnex (Thailand) Public Company Ltd. Commissioner, PT. Synnex Metrodata Indonesia |
Vice President |
Tu, Shu Chyuan |
Brother | ||||
| CEO Ong, Kee Hoon |
Male | ROC | 2023.9.1 | - | - | 458,330 | 0.03 | B.S., Department of Information Engineering, National Chiao Tung University Software R&D Engineer, MiTAC Holdings Corporation Product Manager, MiTAC Europe Head of Product Planning, Synnex Australia President, Synnex Australia and Synnex New Zealand Senior Vice President of the Quality Management Office, Synnex HQ |
- | None | None | None | |
| Vice President Tu, Shu Chyuan |
Male | ROC | 2022.3.10 | - | - | - | - | Master of Computer Engineering from California State University B.S., Department of Computer Engineering, National Chiao Tung University President, Planning Department of Synnex Technology International Corp. |
Chairman, Bestcom Infotech Corp. Chairman, Bizwave Tech Co., Ltd. Chairman, Synergy Intelligent Technology Co., Ltd. Director, Inforcom Technology Inc. Director, Asgard System, Inc. Director, Jetwell Computer Co., Ltd. Independent Director, Nuvoton Technology Corp. Director, Digitimes Inc. Director, Seper Technology Corp. Director, Synnex (Thailand) Public Company Ltd. Director, Redington Ltd. Director, Synnex FPT Joint Stock Company Ltd. Commissioner, PT. Synnex Metrodata Indonesia |
President | Tu, Shu Wu |
Brother | |
| Vice President Lee, Chien Tsung |
Male | ROC | 2011.12.26 | - | - | - | - | Bachelor of Electrical Engineering, National United University |
- | None | None | None | |
| Vice President Hsuse, Lien-Jen |
Male | ROC | 2011.12.26 | 100,787 | 0.01 | - | - | Manager, Micro Electronics Corp. B.S., Industrial Management Department, National Taiwan University of Science and Technology |
- | None | None | None | |
| Vice President Su, Chih Ching |
Male | ROC | 2019.5.10 | 3,150 | 0.00 | - | - | Bachelor of Law, National Chengchi University |
Director, Seper Technology Corp. Director, E-Fan Investments Corp. Director, Synergy Intelligent Logistics Corp. Supervisor, Bestcom Infotech Corp. Supervisor, Bizwave Tech Co., Ltd. Director, Synnex (Thailand) Public Company Ltd. |
None | None | None |
2025.03.31
| Unit: Shares/% | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title Name |
Gender Nationality | Date of appointment (Note 1) |
Shareholding (Note 2) |
Shares held by spouse and underage children (Note 2) |
Main experience (education) | Current positions in other companies |
second degree | Managerial officer who is a spouse or a relative within |
||||
| Shares | % | Shares | % | Title | Name | Relation -ship |
||||||
| Overseas Operation CEO Miau, Matthew Feng Chiang |
Male | USA | 2005.4.1 | 28,452,004 1.71 | - | - | Honorary Doctorate, National Chiao Tung University MBA, Santa Clara University (USA) B.S., Electrical Engineering, the University of California at Berkeley (USA) ITRI Laureate General Manger, UPC Technology Corp. General Manger, Lien Hwa Industrial Co., Ltd. Chairman, Synnex Corp. US Director, TD SYNNEX Corporation Independent Director, Galileo Independent Director, BOC Independent Director, The Linde Group Corporate Consultant, APEC Representative, ABAC Convener, NICI civil advisory committee Chairman, Chinese National Federation of Industries |
Chairman, Lien Hwa Industrial Corp. Chairman, UPC Technology Corp. Chairman, MiTAC Holdings Corp. Chairman, MiTAC Inc. Director, Getac Holdings Corporation Independent Director, Cathay Financial Holdings Director, CTCI Foundation |
None | None | None | |
| Senior Director of Finance Lin, Tai Yang |
Male | ROC | 2020.7.1 | - | - | - | - | B.S., Department of Accounting and Statistics, National Chengchi University Manager of PwC Taiwan |
Director, E-Fan Investments Corp. Director, Bestcom Infotech Corp. Director, Bizwave Tech Co., Ltd. Supervisor, Seper Technology Corp. Supervisor, Synergy Intelligent Logistics Corp. Supervisor, Synergy Intelligent Technology Co., Ltd. Director, Synnex (Thailand) Public Company Ltd. |
None | None | None |
Note 1: Start date indicates the date on board; no indication will be made if the title changed during the period. Note 2: All shares are registered under stockholder's own name.
(III) Remuneration of directors and managers and employees' bonuses
⚫ Remuneration policy
The Company's policies, standards and combinations of remuneration for directors, presidents and vice presidents, the procedures for determining remuneration and its correlation with operating performance and future risks:
- I. Remuneration policy, standard, and package:
-
- The remuneration of the Company's directors is handled in accordance with Articles 23 and 38 of the Articles of Incorporation, and remunerations shall be determined by the board of directors and based on the general standards of the industry. In case the Company makes a profit, the Company's net income before tax before deducting remuneration to employees and directors and after making up for losses should be applied to pay remuneration to directors for an amount not more than 1% of the balance.
The evaluation indicators according to the "Performance Evaluation of the Board of Directors" include: (1) Familiarity with the goals and missions of the Company, (2) understanding of a director's duties; (3) level of involvement in the Company's operations; (4) internal relations management and communication, (5) professionalism and continuing education of a director, and (6) internal control.
- The Company's managers' remuneration is based on comprehensive evaluation results such as industry salary levels, personal qualifications, leadership and management capabilities, implementation of corporate business philosophy, and relevant operating performance indicators, and reasonable remuneration is given. According to Article 38 of the Company's Articles of Incorporation, if the Company was profitable during the year, no more than 10% of the profit, and no less than 0.01% may be allocated as remuneration for employees.
Evaluation criteria of the manager operational performance include financial performance indicators (profit achievement, growth and innovation, etc.), operational management indicators (talent cultivation, pioneering planning, etc.), and then takes into account the Company's overall profitability, goal achievement rate, operating efficiency, and level of contribution and more. In addition, risk management, legal compliance and ESG sustainable development strategies, as well as other special deeds and contributions, are also included in the evaluation.
II. Procedure for determining remuneration:
To regularly evaluate the remuneration of directors and managers, the Company has established a Remuneration Committee to assist the Board of Directors in formulating the remuneration of the Company's directors and managers and the Company's remuneration policies. Relevant performance evaluations, reasonableness of remuneration, and actual remuneration distribution for directors and managers are all executed after recommendations are made by the Remuneration Committee and approved by the Board of Directors.
- III. Correlation with business performance and future risks:
-
- The review of payment standards and systems related to the Company's remuneration policy takes the Company's overall operating conditions as the main consideration, and determines payment standards based on status of goal achievement and levels of contribution. At the same time, we refer to the industry's compensation standards and conduct regular competitive analysis to ensure that the compensation level of our management is in line with or better than the average level of the industry, so as to attract and retain outstanding management talents and enhance cohesion.
-
- The performance goals of the Company's managers are integrated with "risk management" to ensure that potential risks within the scope of their responsibility can be managed and prevented. Important decisions of the management level are made after balancing various risk factors. The performance of relevant decisions is reflected in the Company's profitability, and the remuneration of the management level is also correlated with the performance of risk management.
-
- In order to balance the Company's sustainable operation and risk control, the Company will review the director and managers' remuneration system in a timely manner based on changes in the overall environment and relevant laws and regulations. In addition, we have also purchased liability insurance for directors and managers to mitigate the unknown risks borne by the Company.
⚫ Remuneration of directors
Unit: %/in NT\$ thousand Title Name Director's remuneration (Note 1) Total remuneration (A+B+C+D) and its ratio to net income in individual financial reports Pay received as an employee (Note 1) Total remuneration (A+B+C+D+E+F+G) and its ratio to net income in individual financial reports Remuneration from investments other than subsidiaries or the parent company (Note 1) Remuneration (A) Severance payment and pension (B) Director's remuneration (C) (Note 8) Fees for conducting business (D) Salary, bonuses and allowances (E) Severance payment and pension (F) (Note 9) Remuneration for employees (G) (Note 8) Cash dividends Share dividends Director Chairman Miau, Matthew Feng Chiang - - 7,200 616 7,816 0.08% 80,229 3,069 - - 91,114 0.99% None Director Tu, Shu-Wu Director Chou, Teh-Chien (Note 2) Director Yang, Hsiang-Yun (Note 3) Director Tu, Shu-Chyuan (Note 4) Director Miau, Scott Matthew (Note 5) Independent Director Independent Director Yeh, Kuangshih (Note 6) - - 3,600 1,489 5,089 0.06% - - - - 5,089 0.06% None Independent Director Hsuan, Chien-Shen Independent Director Shen, Ling-Long Independent Director Chung, Hui-Min (Note 7)
Note 1: The Company's remuneration paid to directors and relevant remuneration received by directors who are also employees is consistent with the companies in the financial report. Note 2: Is the representative of MiTAC Inc.
Note 3: Representative of Tsu Fung Investment Co., Ltd.
Note 4: Representative of Hong Ding Investments Corp.
Note 5: Representative of Y.S. Education Foundation.
Note 6: Term expires on May 31, 2024. Note 7: Newly appointed as of May 31, 2024.
Note 8: This is the estimated amount of the proposed earnings distribution for the most recent year approved by the Board of Directors before the shareholders' meeting.
Note 9: Proposed appropriation, not actually paid.
| Name of Director | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration scale applicable to the Company's directors |
Total amount for the 4 preceding remunerations (A+B+C+D) |
Total amount for the 7 preceding remunerations (A+B+C+D+E+F+G) |
|||||||||
| The Company | All companies included in the financial report |
The Company | All companies included in the financial report |
||||||||
| Below NT\$1,000,000 | - | - | - | - | |||||||
| NT\$1,000,000 (inclusive) to NT\$2,000,000 | Miau, Matthew Feng Chiang, Tu, Shu-Wu, Chou, Teh-Chien (Note 1), Yang, Hsiang-Yun (Note 2), Tu, Shu-Chyuan (Note 3), Miau, Scott Matthew (Note 4), Yeh, Kuang-Shih (Note 5), Hsuan, Chien-Shen, Shen, Ling-Long, Chung, Hui-Min (Note 6) |
Miau, Matthew Feng Chiang, Tu, Shu-Wu, Chou, Teh-Chien (Note 1), Yang, Hsiang-Yun (Note 2), Tu, Shu-Chyuan (Note 3), Miau, Scott Matthew (Note 4), Yeh, Kuang-Shih (Note 5), Hsuan, Chien-Shen, Shen, Ling-Long, Chung, Hui-Min (Note 6) |
Chou, Teh-Chien (Note 1), Yang, Hsiang-Yun (Note 2), Miau, Scott Matthew (Note 4), Yeh, Kuang-Shih (Note 5), Hsuan, Chien-Shen, Shen, Ling-Long, Chung, Hui-Min (Note 6) |
Chou, Teh-Chien (Note 1), Yang, Hsiang-Yun (Note 2), Miau, Scott Matthew (Note 4), Yeh, Kuang-Shih (Note 5), Hsuan, Chien-Shen, Shen, Ling-Long, Chung, Hui-Min (Note 6) |
|||||||
| NT\$2,000,000 (inclusive) to NT\$3,500,000 | - | - | - | - | |||||||
| NT\$3,500,000 (inclusive) to NT\$5,000,000 | - | - | - | - | |||||||
| NT\$5,000,000 (inclusive) to NT\$10,000,000 | - | - | Tu, Shu-Chyuan (Note 3) | Tu, Shu-Chyuan (Note 3) | |||||||
| NT\$10,000,000 (inclusive) to NT\$15,000,000 | - | - | - | - | |||||||
| NT\$15,000,000 (inclusive) to NT\$30,000,000 | - | - | Miau, Matthew Feng Chiang | Miau, Matthew Feng Chiang | |||||||
| NT\$30,000,000 (inclusive) to NT\$50,000,000 | - | - | Tu, Shu-Wu | Tu, Shu-Wu | |||||||
| NT\$50,000,000 (inclusive) to NT\$100,000,000 | - | - | - | - | |||||||
| Greater than NT\$100,000,000 | - | - | - | - | |||||||
| Total | 10 | 10 | 10 | 10 |
Note 1: Is the representative of MiTAC Inc.
Note 2: Representative of Tsu Fung Investment Co., Ltd.
Note 3: Representative of Hong Ding Investments Corp.
Note 4: Representative of Y.S. Education Foundation.
Note 5: Term expires on May 31, 2024.
Note 6: Newly appointed as of May 31, 2024.
2024
⚫ Remunerations to president and vice-president
2024 Unit: %/in NT\$ thousand
| Severance payment and | Employee remuneration (D) (Note 2) |
Total remuneration (A+B+C+D) and its |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary (A) | pension (B) | Bonuses and | All companies | ratio to net income in | Remuneration | |||||||||
| (Note 3) | allowances (C) | The Company | included in the | individual financial | from | |||||||||
| financial report | reports | investments | ||||||||||||
| Title | Name | The Company |
All companies included in the financial report |
The Company |
All companies included in the financial report |
The Company |
All companies included in the financial report |
Cash dividends |
Share dividends |
Cash dividends |
Share dividends |
The Company |
All companies included in the financial report |
other than subsidiaries or the parent company |
| President | Tu, Shu-Wu (Note 1) |
|||||||||||||
| CEO | Ong, Kee Hoon |
|||||||||||||
| Vice President |
Tu, Shu Chyuan |
|||||||||||||
| Vice President |
Lee, Chien Tsung |
|||||||||||||
| Vice | Hsuse, | 138,066 | 138,066 | |||||||||||
| President | Lien-Jen | 132,980 | 132,980 | 5,086 | 5,086 | - | - | - | - | - | - | 1.50% | 1.50% | - |
| Vice | Su, Chih | |||||||||||||
| President | Ching | |||||||||||||
| Overseas | Miau, | |||||||||||||
| Operation | Matthew | |||||||||||||
| CEO | Feng Chiang |
|||||||||||||
| Senior Director of Finance |
Lin, Tai Yang |
Note 1: The cost of transportation vehicles is NT\$9,870 thousand with a book value of NT\$5,227 thousand.
Note 2: This is the estimated amount of the proposed earnings distribution for the most recent year approved by the Board of Directors before the shareholders' meeting. Note 3: Proposed appropriation, not actually paid.
| Range of remuneration paid to the Presidents and | Name of Presidents and Vice-Presidents | |
|---|---|---|
| Vice-Presidents | The Company | All companies included in the financial report |
| Below NT\$1,000,000 | - | - |
| NT\$1,000,000 (inclusive) to NT\$2,000,000 | - | - |
| NT\$2,000,000 (inclusive) to NT\$3,500,000 | - | - |
| NT\$3,500,000 (inclusive) to NT\$5,000,000 | - | - |
| NT\$5,000,000 (inclusive) to NT\$10,000,000 | Tu, Shu-Chyuan, Lee, Chien-Tsung, Su, Chih-Ching, Lin, Tai-Yang |
Tu, Shu-Chyuan, Lee, Chien-Tsung, Su, Chih-Ching, Lin, Tai-Yang |
| NT\$10,000,000 (inclusive) to NT\$15,000,000 | Hsuse, Lien-Jen | Hsuse, Lien-Jen |
| NT\$15,000,000 (inclusive) to NT\$30,000,000 | Miau, Matthew Feng Chiang, Ong, Kee Hoon | Miau, Matthew Feng Chiang, Ong, Kee Hoon |
| NT\$30,000,000 (inclusive) to NT\$50,000,000 | Tu, Shu-Wu | Tu, Shu-Wu |
| NT\$50,000,000 (inclusive) to NT\$100,000,000 | - | - |
| Greater than NT\$100,000,000 | - | - |
| Total | 8 | 8 |
⚫ Manager's name and the distribution of employee bonus
| 2024 Unit: %/in NT\$ thousand |
||||||
|---|---|---|---|---|---|---|
| Title | Name | Share dividends | Cash dividends | Total | Ratio of total to net income (%) | |
| President | Tu, Shu-Wu | |||||
| CEO | Ong, Kee Hoon | |||||
| Vice-President | Tu, Shu-Chyuan | |||||
| Vice-President | Lee, Chien-Tsung | |||||
| Manager | Vice-President | Hsuse, Lien-Jen | - | - | - | - |
| Vice-President | Su, Chih-Ching | |||||
| Overseas Operation CEO |
Miau, Matthew Feng Chiang |
|||||
| Senior Director of Finance |
Lin, Tai-Yang |
⚫ Ratio of total remuneration to net income of the Company's directors, general managers, and vice-presidents in recent two years
| Unit: NT\$ thousand | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | |||||||
| The Company | All companies included in the financial report |
The Company | All companies included in the financial report |
The Company | All companies included in the financial report |
The Company | All companies included in the financial report |
| 11,036 | 11,036 | 12,905 | 12,905 | 0.15% | 0.15% | 0.14% | 0.14% |
| 119,221 | 125,332 | 132,980 | 132,980 | 1.63% | 1.72% | 1.44% | 1.44% |
| 2023 | Total remuneration amount | 2024 | 2023 | Ratio to net income in individual financial reports |
II. Implementation of corporate governance
(I) Board of Directors operating status
From January 1, 2024 to May 31, 2024, before the full re-election at the Shareholders' Meeting, the Board of Directors met 2 times (A); From May 31, 2024 to December 31, 2024, the Board of Directors met 4 times (A). The attendance of Directors was as follows:
| Title | Name | Attendance (voting and non-voting) in person (B) |
Attendance by proxy |
Actual attendance (voting and non voting) rate (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Representative of Mei-Feng Investment Corporation: Miau, Matthew Feng Chiang |
6 | 0 | 100.00% | Re-appointed on 2024.05.31 Required attendance: 6 times |
| Director | Tu, Shu-Wu | 6 | 0 | 100.00% | Re-appointed on 2024.05.31 Required attendance: 6 times |
| Director | Representative of MiTAC Inc.: Chou, Teh-Chien | 5 | 1 | 83.33% | Re-appointed on 2024.05.31 Required attendance: 6 times |
| Director | Representative of Tsu Fung Investment Co., Ltd.: Yang, Hsiang-Yun |
4 | 0 | 100.00% | Newly appointed on 2024.05.31 Required attendance: 4 times |
| Director | Representative of Hongding Investment Co., Ltd.: Tu, Shu-Chyuan |
5 | 1 | 83.33% | Re-appointed on 2024.05.31 Required attendance: 6 times |
| Director | Representative of Y.S. Education Foundation: Miau, Scott Matthew |
4 | 0 | 100.00% | Newly appointed on 2024.05.31 Required attendance: 4 times |
| Independent Director | Yeh, Kuang-shih | 2 | 0 | 100.00% | Resigned on 2024.05.31 |
| Independent Director | Hsuan, Chien-Shen | 5 | 1 | 83.33% | Re-appointed on 2024.05.31 |
| Independent Director | Shen, Ling-Long | 6 | 0 | 100.00% | Re-appointed on 2024.05.31 |
| Independent Director | Chung, Hui-Min | 4 | 0 | 100.00% | Newly appointed on 2024.05.31 Required attendance: 4 times |
| Required attendance: 2 times Required attendance: 6 times Required attendance: 6 times |
Attendance of the independent directors for the 6th term of Board of Directors meeting in 2024:
| Name | 1st | 2nd | 3rd | 4th | 5th | 6th |
|---|---|---|---|---|---|---|
| Yeh, Kuang-shih | Attendance in person | Attendance in person | - | - | - | - |
| Hsuan, Chien-Shen | Attendance by proxy | Attendance in person | Attendance in person | Attendance in person | Attendance in person | Attendance in person |
| Shen, Ling-Long | Attendance in person | Attendance in person | Attendance in person | Attendance in person | Attendance in person | Attendance in person |
| Chung, Hui-Min | - | - | Attendance in person | Attendance in person | Attendance in person | Attendance in person |
⚫ Other matters that require reporting:
I. (I) Matters listed in Article 14-3 of the Securities and Exchange Act: The Company has established an Audit Committee, and the provisions of Article 14-3 of the Securities and Exchange Act do not apply. For relevant information, please refer to "Operations of the Audit Committee" in this Annual Report.
- (II) Other resolutions adopted by the Board of Directors to which an independent director has a dissenting or qualified opinion that is on record or stated in a written statement: None
- II. When there are recusals of directors due to conflicts of interests, names of the directors, contents of resolutions, reasons of recusal, and voting participation should be stated:
| Board Meeting Date/Term |
Name of director avoiding a conflict of interest |
Content of agenda item | Reasons of avoidance of interest |
Voting situation |
|---|---|---|---|---|
| 2024.11.04 6th meeting in 2024 |
Miau, Matthew Feng Chiang Tu, Shu-Wu Tu, Shu-Chyuan |
2025 remuneration plan for managers |
Serve concurrently as mangers |
Approved as proposed by all directors in attendance with voting rights. |
III. The Company's implementation status of the Board of Directors self-evaluation:
| cycle Evaluation period Scope of evaluation Evaluation method Evaluation content Implemented From May 31, 2024 1. The Board of 1. Self-evaluation I. Performance evaluation of the Board of Directors: once a year to December 31, Directors of the Board of 1. Degree of participation in company operations 2024 2. Individual Directors 2. Improvement of the quality of Board decisions (Note) members of the 2. Self-evaluation 3. Composition and structure of the Board of Directors Board of the Board 4. Selection and continuous training of directors 3. Remuneration members 5. Internal control Committee 3. Self-evaluation II. Performance evaluation of individual Board members: 4. Audit Committee of functional 1. Control of the Company's goals and tasks committee 2. Understanding of director's responsibilities members 3. Degree of participation in company operations 4. Internal relationship management and communication 5. Professional and continuing education of directors 6. Internal control III. Functional committees (Remuneration Committee, Audit Committee): 1. Degree of participation in company operations 2. Understanding of the roles and responsibilities of the functional committee 3. Improvement of the quality of committee decisions |
Evaluation | ||
|---|---|---|---|
| members 5. Internal control Note: Directors of the Company were fully re-elected on May 31, 2024. |
4. Composition of the functional committee and the selection of its |
- IV. Programs this year and in the most recent year for strengthening the functionality of the Board (for example, set up an auditing committee, improve transparency, etc.) and assessment of execution.
-
- The Board of Directors authorizes the establishment of the Audit Committee and the remuneration committee to assist the Board of Directors in performing their supervisory duties. The two committees consist entirely of three independent directors.
-
- The chairmen of the committees shall report their activities and resolutions to the Board of Directors on a regular basis.
-
- The Company has established the Rules of Procedures for Board of Directors Meetings in accordance with the Regulations Governing Procedure for Board of Directors Meetings of Public Companies and would post information on the attendance by directors on the Market Observation Post System after each Board meeting, and disclose important resolutions adopted by Board meetings on the Company's website.
-
- The Company attaches great importance to corporate governance. Since 2015, the election of supervisors has been changed to candidate nomination. In June of the same year, the Audit Committee was set up to replace the supervisors. Relevant important proposals are first reported to the Audit Committee for review.
-
- Liability insurance for directors and key persons: Since 1999, the Company has purchased liability insurance for our directors, supervisors and key persons, and reviews the contents of the policy annually to confirm that the insurance compensation amount and coverage meet the requirements.
-
- To implement corporate governance and enhance the functions of the Board of Directors in order to establish performance targets and strengthen their operational efficiency, the Company established the Board of Directors' performance evaluation method on November 8, 2019. Internal performance evaluations will be implemented once a year and reported to the Board of Directors before the end of the first quarter of the following year.
-
- In the coming years, we will actively cooperate with the requirements of various laws and regulations and corporate governance, and strengthen the required functions of the Board of Directors as necessary.
(II) State of Operations of the Audit Committee
From January 1, 2024 to May 31, 2024, at the full re-election at the Shareholders' Meeting, the Audit Committee met 2 times (A); From May 31, 2024 to December 31, 2024, the Audit Committee met 2 times (A). The attendance of independent directors was as follows:
| Title | Name | Attendance (voting and non-voting) in person (B) |
Attendance by proxy | Actual attendance (voting and non-voting) rate (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Independent Director | Yeh, Kuang-shih | 2 | 0 | 100.00% | 2024.05.31 dismissed |
| Required attendance: 2 times | |||||
| Re-appointed on 2024.05.31 | |||||
| Independent Director | Hsuan, Chien-Shen | 3 | 1 | 75.00% | Required attendance: 4 times |
| Re-appointed on 2024.05.31 | |||||
| Independent Director | Shen, Ling-Long | 4 0 100.00% |
Required attendance: 4 times | ||
| Newly appointed on 2024.05.31 | |||||
| Independent Director | Chung, Hui-Min | 2 | 0 | 100.00% | Required attendance: 2 times |
⚫ Professional qualifications and experience of Audit Committee members:
- I. The convener, independent director Chung, Hui-Min, has served in the following positions: Dean of the College of Management, Professor at the Department of Information Management and Finance, Dean of EMBA Program at National Yang Ming Chiao Tung University, Editor-in-Chief, Review of Securities and Futures Market, and Director at the Taiwan Futures Exchange Co., Ltd. He has expertise in finance and corporate governance. Independent Director Hsuan, Chien-Shen has an abundance of industry qualifications and expertise in multinational corporate management; Independent Director Shen, Ling-Long has served as the Director of the Department of Insurance, Ministry of Finance, Chairman of Mega Asset Management Corp., and Chairman of Taiwan Cooperative Financial Holding Co., Ltd. and Taiwan Cooperative Bank. Shen has expertise in insurance, finance, and corporate governance. All three members possess the professional competence required for the Committee.
- II. Please refer to Pages 6-13 of the Annual Report.
⚫ Annual work focus and state of operations of the Audit Committee:
- I. The Company selected three independent directors and established the Audit Committee at the shareholders' meeting on June 12, 2015.
- II. The annual work focus of the Audit Committee is on assisting the Board of Directors in fulfilling their supervisory responsibilities in the Company's implementation of the quality and integrity of accounting, auditing, financial reporting processes, and financial controls. The matters considered by the Audit Committee mainly include: financial statements; audit and accounting policies and procedures; internal control systems and relevant policies and procedures; major assets or derivatives transactions; major fund loans and endorsements or guarantees; raising or issuing securities; derivative financial products and cash investments status; regulatory compliance; information security; corporate risk management; auditor qualifications, independence, and performance evaluation; auditor appointment, dismissal, or remuneration; appointment and dismissal of finance, accounting, or internal auditing managers, and status of performance of Audit Committee duties.
-
- Review financial report: The Board of Directors has prepared and submitted the 2023 business report, financial reports, and earnings distribution proposal. The Board of Directors have appointed PwC Taiwan to audit the financial statements and submit an audit report. The Audit Committee has reviewed the business report, the financial reports, and the earnings distribution proposal and did not find any instances of noncompliance.
-
- Evaluating the effectiveness of the Company's internal control: The Audit Committee believes that the Company's risk management and internal control systems are effective, and the Company has adopted the necessary control mechanisms to monitor and correct violations.
- III. Should any of the following occur during the Audit Committee's operations, the date and number of the meeting, the content of proposal, independent director's opinions and the Company's response to such opinions should be recorded:
- (I) Items specified in Article 14-5 of the Securities and Exchange Act:
| Audit Committee meeting date/term |
Details of the meeting and subsequent developments | |
|---|---|---|
| 2024.03.13 11th session of 3rd term |
1. Declaration on Internal Control 2. Partial revision of the "Procedures for Derivatives Transactions" 3. Partial revision of the "Procedures for Related Party Transactions" 4. The Company's 2023 financial statements 5. 2023 Business Report 6. The Company's 2023 earnings distribution proposal 7. Proposal to evaluate the independence and competence of CPAs |
Audit Committee's opinions: None Actions taken by the Company in response to Audit Committee's opinions: None Resolution: Approved by all committee members in attendance, and reported to the Board of Directors for discussion |
| 2024.05.29 12th session of 3rd term |
1. The Company's consolidated financial report for Q1 2024 | Audit Committee's opinions: None Actions taken by the Company in response to Audit Committee's opinions: None Resolution: Approved by all committee members in attendance, and reported to the Board of Directors for discussion |
| 2024.08.08 1st session of the 4th term |
1. The Company's consolidated financial report for Q2 2024 2. Proposal to adjust the Company's bank credit limit |
Audit Committee's opinions: None Actions taken by the Company in response to Audit Committee's opinions: None Resolution: Approved by all committee members in attendance, and reported to the Board of Directors for discussion |
| 2024.11.04 2nd session of 4th term |
1. 2025 audit plan of the Company 2. Proposal to formulate the "Sustainable Information Management Procedures" and "Sustainable Information Management Audit" 3. The Company's consolidated financial report for Q3 2024 4. The loan to Seper Technology Corp. 5. The loan to SYNNEX GLOBAL LTD. |
Audit Committee's opinions: None Actions taken by the Company in response to Audit Committee's opinions: None Resolution: Approved by all committee members in attendance, and reported to the Board of Directors for discussion |
(II) In addition to matters above, other resolutions that have not been approved by the Audit Committee but have been passed by a vote of two-thirds or more of the entire Board of Directors: None.
- IV. The independent directors' avoidance of interest motion should indicate the names of the directors, content of the motion and reasons of avoidance of interest as well as the involvement in voting: None.
- V. Communication between independent directors and internal auditors and accountants (including substantial matters regarding the financial and business conditions of the Company and the methods as well as results of the communication):
-
- Communication policy between independent directors and internal audit manager:
The Company's internal audit manager regularly submits audit reports to independent directors for review, and regularly attends the Audit Committee and the Board of Directors meeting every quarter to report on the auditing status, communicate audit results and improvement status of internal control deficiencies, and perform audit work in accordance with instructions to ensure the effectiveness of the internal control system. In case of special circumstances, internal audit manager will also immediately report to the members of the Audit Committee. In addition, the internal audit manager also maintains bilateral communications with the independent directors at all times by telephone and email. In addition to the Audit Committee, communication meetings with independent directors are also held from time to time in accordance with the needs of the Company or at the request of independent directors.
- Communication between independent directors and internal audit manager in 2024:
| Implementation of recommendations | |||
|---|---|---|---|
| Date | Main points of communication | Results | from independent directors: |
| 2024.03.13 1st meeting of Audit Committee in 2024 |
1. The internal auditor's report and communication for 2023 Q4. 2. The results of self-evaluation on the internal control system in 2023 and the Statement of Internal Control System. |
Agreed by all members of the Audit Committee present. |
No objections at this meeting. |
| 2024.05.09 2nd meeting of Audit Committee in 2024 |
1. The internal auditor's report and communication for 2024 Q1. |
Agreed by all members of the Audit Committee present. |
No objections at this meeting. |
| 2024.05.09 2nd meeting of Audit Committee in 2023 (Post-conference meeting, private communication between the independent directors and internal audit manager) |
1. Discussion on the establishment of information and communication security operations |
Strengthen the review of information and communications security operations. |
Strengthen information security management. |
| 2024.06.07 Independent directors and internal auditors Discussions via email correspondence from managers |
1. Audit report operations and discussion on review schedule |
Agreed by independent directors. |
No objections during this discussion. |
| 2024.07.04 Independent directors and internal auditors Communications during manager meetings. |
1. The chief auditor reports to the independent directors on the operation and performance of the audit organization |
Strengthen ESG-related operations. |
Strengthen the provision of ESG related information to independent directors. |
| 2024.08.08 3rd meeting of Audit Committee in 2024 |
1. The internal auditor's report and communication for 2024 Q2. |
Agreed by all members of the Audit Committee present. |
No objections at this meeting. |
| 2024.11.04 4th meeting of Audit Committee in 2024 |
1. The internal auditor's report and communication for 2024 Q3. 2. 2025 audit plan 3. Formulate the "Sustainable Information Management Procedures" and "Sustainable Information Management Audit" |
Agreed by all members of the Audit Committee present. |
No objections at this meeting. |
| 2024.11.19 Independent directors and internal auditors Communications with managers over the phone |
1. Discussion on contents of the financial reports 2. Discussion on computer-based auditing status |
Independent directors discussed the relevant proposals with the CPAs again. |
Will once again discuss implementation status of computer based audit with CPAs. |
- Communication policy between independent directors and CPAs:
The Company's certified public accountants (CPAs) report financial statement review or audit plans and results, internal control audits, the impact of the revision and release of IFRSs bulletins on the Company, and other relevant legal requirements to the Audit Committee and the Board of Directors (including independent directors). They also fully communicate whether there are any significant changes in accounting standards or laws that will have a significant impact on the Company.
- Summary of communication between the Audit Committee and the CPAs in 2024:
| Date | Main points of communication | Results |
|---|---|---|
| 2024.03.13 First meeting in 2024 Audit Committee |
1. Report on the review results of 2023 financial statement 2. Report on the CPAs' qualifications, performance, independence and audit quality indicators |
After the independent directors further inquired about the relevant content and details of the report and received answers and explanations from the CPAs, the independent directors had no other opinions. |
| 2024.08.08 Third meeting in 2024 Audit Committee |
1. Report on the review results of Q2 2024 financial report | After the independent directors further inquired about the relevant content and details of the report and received answers and explanations from the CPAs, the independent directors had no other opinions. |
| 2024.11.19 | 1. Reported on audit plan for 2024 | After the independent directors further inquired about the relevant |
| Private discussion between CPAs and independent directors |
2. CPA discussed and communicated on issues raised by meeting participants |
content and details of the report and received answers and explanations from the CPAs, the independent directors had no other opinions. |
(III) Operation of Remuneration Committee
⚫ Remuneration Committee
The Company has established the Remuneration Committee, which is comprised of three external persons who meet the professional qualifications and independence. The members shall convene at least twice a year in professional and objective positions and faithfully perform the following duties, and submit the recommendations to the Board for discussion:
- (1) Establish and conduct regular review of the policies, systems, standards, and structures for performance appraisal and remuneration of the Company's directors and managers.
- (2) Regularly review and establish renumeration of directors and managers.
⚫ Information on Remuneration Committee members
| Identity | Name | Professional qualifications and experience |
Independence | Number of other public companies in which the member also serves as a member of their Remuneration Committee |
|---|---|---|---|---|
| Independent Director (Convener) Re-appointed on 2024.5.31 |
Hsuan, Chien Shen |
Please refer to Pages 5-13 of the Annual Report. |
In accordance with the requirements of the Listing Rules, the Company has obtained written statements from each of the independent directors to confirm the independence from the Company of each independent director and the spouse and relatives within the second degree of kinship (or in the name of others) thereof. |
0 |
| Independent Director (Committee member) 2024.5.31 dismissed |
Yeh, Kuang shih |
In accordance with the requirements of the Listing Rules, the Company has obtained written statements from each of the independent directors to confirm the independence from the Company of each independent director and the relatives within the second degree of kinship (or in the name of others) thereof. |
0 | |
| Independent Director (Committee member) Re-appointed on 2024.5.31 |
Shen, Ling Long |
In accordance with the requirements of the Listing Rules, the Company has obtained written statements from each of the independent directors to confirm the independence from the Company of each independent director and the spouse and relatives within the second degree of kinship (or in the name of others) thereof. |
0 | |
| Independent Director (Committee member) Newly appointed on 2024.05.31 |
Chung, Hui Min |
In accordance with the requirements of the Listing Rules, the Company has obtained written statements from each of the independent directors to confirm the independence from the Company of each independent director and the spouse and relatives within the second degree of kinship (or in the name of others) thereof. |
0 |
⚫ Operation of Remuneration Committee
- I. Company's Remuneration Committee is comprised of three persons.
- II. From January 1, 2024 to May 31, 2024, the Remuneration Committee met 1 time before the reappointment of the Board of Directors (A); From May 31, 2024 to December 31, 2024, the Compensation Committee and Audit Committee met 1 time (A). The attendance of Committee members was as follows:
| Title | Name | Attendance (voting and non-voting) in person (B) |
Attendance by proxy | Actual attendance (voting and non-voting) rate (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Convener | Hsuan, Chien Shen |
2 | 0 | 100.00% | Re-elected after appointment by the Board of Directors meeting on May 31, 2024. |
| Committee member |
Yeh, Kuang shih |
1 | 0 | 100.00% | Term ended |
| Committee member |
Shen, Ling Long |
2 | 0 | 100.00% | Re-elected after appointment by the Board of Directors meeting on May 31, 2024. |
| Committee member |
Chung, Hui Min |
1 | 0 | 100.00% | Newly appointed after appointment by the Board of Directors meeting on May 31, 2024. |
⚫ Other Disclosures
- I. If the Board of Directors did not adopt or revise the recommendations of the compensation committee, it should describe the date of the Board meeting, term of the Board, agenda item, resolutions adopted by the Board, and actions taken by the Company in response to the opinion of the compensation committee: None.
- II. If a member opposes a resolution the Committee has adopted or has reservations with a written record or a statement, the date and session of the meeting, the resolution, opinions of all the members, and the handling of their opinions shall be indicated: None.
- III. The discussion of the Remuneration Committee and the resolutions, and the Company's processing of the member's opinions:
| Remuneration Committee meeting |
||||||||
|---|---|---|---|---|---|---|---|---|
| date/term | Agenda item and resolutions | |||||||
| 2024.03.13 First meeting in |
1. The implementation of the Company's 2023 remuneration plan for managers. |
Committee member opinions: No objections or qualified opinions. | ||||||
| 2024 | 2. Proposal of discussion on the Company's 2023 payment of the remuneration to the employees and directors. |
Resolution: The chair put the matter before all and the proposal was approved as proposed by all members in attendance. The Company's response to Remuneration Committee opinions: The proposal to the Board of Directors was approved by all the present directors. |
||||||
| 2024.11.04 Second meeting in 2024 |
1. Proposal of discussion on the Company's 2025 remuneration plan for managers. |
Committee member opinions: No objections or qualified opinions. Resolution: The chair put the matter before all and the proposal was approved as proposed by all members in attendance. The Company's response to Remuneration Committee opinions: The proposal to the Board of Directors was approved by all the present directors. |
(IV) Corporate governance implementation status and departure from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons
| Implementation status | Deviations from Corporate Governance Best Practice |
||
|---|---|---|---|
| Assessed areas | Yes No | Summary | Principles for TWSE/TPEx Listed Companies and reasons |
| I. Has the Company set and disclosed principles for practicing corporate governance according to the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies"? |
V | The Company has set the principles for practicing corporate governance according to the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and disclosed the principles on the Company's website. |
In compliance with the concept and implementation of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
| II. The Company's shareholding structure and shareholders' rights and interests (I) Has the Company set internal operations procedures for dealing with shareholder proposals, doubts, disputes, and litigation as well as implemented those procedures through the proper procedures? (II) Does the Company have a list of major shareholders of companies over which the Company has actual control and the list of ultimate owners of those major shareholders? (III) Has the Company established and implemented risk control/management and firewall mechanisms between it and affiliated corporations? |
V V V |
(I) The Company has set and implemented the procedures for handling major inside information in 2015. In addition, the Company has a spokesperson system established to properly handle the shareholders' proposals, doubts, disputes, and litigation matters. (II) The Company has a list of major shareholders of companies over which the Company has actual control and the list of ultimate owners of those major shareholders; the shares held by the directors and major shareholders are filed on a monthly basis in accordance with Securities and Exchange Act. (III) The Company has established related regulations on internal control mechanisms in accordance with relevant regulations. In addition to actually handling the self-inspection process, the Board of Directors and management also regularly and occasionally review the self-inspection results of each department and the audit reports of the audit unit, substantiate the Company's internal control system, establish profound financial, business, and accounting management system and strengthen the management of the affiliated companies in accordance with the relevant provisions for the public companies, and implement the necessary control mechanism in order to reduce operational risk. Rules of financial and business operation with the related companies are based on fair and reasonable principle with documented rules established. |
In compliance with the concept and implementation of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
| (IV) Does the Company have internal regulations in place to prevent its internal staff from trading securities based on information yet to be public on the market? |
V | (IV) The Company has established a "Code of Conduct", "Procedures for Handling Major Inside Information", and "Ethical Corporate Management Best Practice Principles" to regulate internal personnel's obligation to keep important information confidential, and shall not use it to obtain undue benefits for itself or anyone, and promote the implementation of these systems to directors, managers, and others who have learned about the Company's major inside information because of their identity, position, or control. |
|
| III. Composition and responsibilities of the Board of Directors (I) Has the Board of Directors formulated diversity policies and specific management objectives and does it implement them? |
V | (I) 1. The diversity policy for members of the Board of Directors is established in Article 20 of the Company's Corporate Governance Best Practice Principles: The Company's Board of Directors shall direct company strategies, supervise the management, and be responsible to the Company and the shareholders' meeting. The various procedures and arrangements of the corporate governance system shall ensure that, in exercising its authority, the Board of Directors complies with laws, regulations, the Articles of Incorporation, and the resolutions adopted by shareholders' meetings. The organization of the Company's Board of Directors shall be commensurate with the Company's size and shareholding structure and be based on business needs. The appropriate number of directors has been determined to be seven to ten. The composition of the Board of Directors shall be determined by taking diversity into consideration, except for the number of directors who are also managers of the Company shall not exceed one-third of the Board of Directors, and formulating an appropriate policy on diversity based on business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards: I. Basic requirements and values: Gender, age, nationality, and culture. II. Professional knowledge and expertise: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience. The members of the Board of Directors shall be balanced between the genders and they shall possess the knowledge, skills, and experience necessary for performing their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities: I. Operational judgment. II. Ability to perform accounting and financial analysis. III. Management ability. IV. Crisis management. V. Industrial knowledge. VI. An international market perspective. VII.Leadership ability. VIII. Decision-making ability. A diverse Board of Directors with various opinions and insights will improve the quality of decisions and benefit the Company's shareholders and other stakeholders. The Board of Directors and management attach importance to inclusiveness and diversity to support the Company's values. |
(I) In compliance with the concept and implementation of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." (II) For the consideration of the law and regulations or the actual operations, if any, it is to be handled in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and the related law and regulations. |
| Implementation status | Deviations from Corporate Governance Best Practice |
|||
|---|---|---|---|---|
| Assessed areas | Yes No | Summary | Principles for TWSE/TPEx Listed Companies and reasons |
|
| (II) In addition to establishing a Remuneration Committee and an Audit Committee, which are required by law, is the Company willing to also voluntarily establish other types of functional committees? (III) Has the Company established and implemented methods for evaluating the performance of the Board of Directors, conducted performance evaluation annually, and reported the results to the Board, and used the results as a reference for the remuneration, nomination, and reelection of individual directors? |
V V |
2. The current members of the Board of Directors comprises 6 directors and 3 independent directors. The specific management objectives of member diversity and their achievement are as follows: (1) The Company focuses on operational judgment, operational management, and crisis management capabilities. More than half of the directors should have the relevant core capabilities: Operational judgment: 9/9(100%), Management ability: 8/9(88.89%) and crisis management 9/9(100%). (2) More than half of the independent directors cannot be re-elected more than 3 terms in order to maintain independence: Proportion of independent directors: 3/9 (33.33%); three members whose term of office is less than one term, none of which has served more than three terms. (3) More than half of the directors are not concurrently employees or managers for the purpose of supervision: Proportion of directors of the Company with employee status: 3/9(33.33%). 3. Members of the board of directors have rich experience and expertise in the fields of finance, business, and management. Implementation is described on page 10 of the annual report. (II) The Company is committed to pursue corporate governance and to strengthen the mechanism of organization and operation continuously. The Remuneration Committee was formed in 2012, and the Audit Committee was established in 2015; more functional committees will be set up as needed. (III) The Board of Directors passed the "Board of Directors Performance Evaluation Regulations" on November 8, 2019. The scope of the evaluation includes the performance of the overall Board of Directors, individual members of the Board, and functional committees. The evaluation methods include internal self-evaluation of the Board of Directors, self-evaluation of members of the Board, peer evaluation, and appointment of external professional institutions, experts, or other appropriate methods for performance evaluation. The Board of Directors performance evaluation measures include the following five aspects: I. Degree of participation in company operations. II. Improvement of the quality of Board decisions. III. Composition and structure of the Board of Directors. IV. Selection and continuous training of directors. V. Internal control. The measures for the performance evaluation of Board members include the following six aspects: I. Control of the Company's goals and tasks. II. Understanding of director's responsibilities. III. Degree of participation in company operations. |
(I) (II) |
In compliance with the concept and implementation of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." For the consideration of the law and regulations or the actual operations, if any, it is to be handled in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and the related law and regulations. |
| (IV) Does the Company periodically evaluate the level of independence of the CPA? |
V | IV. Internal relationship management and communication. V. Professional and continuing education of directors. VI. Internal control. The functional committee performance evaluation measures include the following five aspects: I. Degree of participation in company operations. II. Understanding of the roles and responsibilities of the functional committee. III. Improvement of the quality of committee decisions. IV. Composition of the functional committee and the selection of its members. V. Internal control. The Company's Business Planning & Management Div. is responsible for the implementation. After the end of the year, the division will evaluate the overall performance of the Board of Directors and will use the results as a basis for the remuneration, nomination, and reelection of individual directors. The performance evaluation results of the Company's Board of Directors and functional committees from May 31, 2024 to December 31, 2024, have been submitted to the Board on March 12, 2025, and the evaluation results have been placed on the corporate governance section of the Company website for review. (IV) The Company selects professional, responsible and independent CPAs to conduct audits on the Company's financial status and internal control, and regularly evaluates the independence and competence of the appointed CPAs once per year, which is reviewed and approved by the Audit Committee and submitted to the Board of Directors for discussion. The Company's Audit Committee and Board of Directors conducted an independent assessment of the CPAs' independence on March 12, 2025. After passing the CPAs' financial interests, business relationships, employment relationships, and referencing the five major aspects of "Audit Quality Indicators (AQIs)" - professionalism, quality control, independence, supervision, innovation ability and the 13 indicators to evaluate the competency and independence of accountants, the CPAs have also issued a "Statement of Independence". The Company confirmed that the CPAs have not consecutively provided auditing services for the Company for seven years, and the CPAs and the Company have no other financial interests or business interactions with the Company except for auditing and taxation. CPAs are only appointed if their family members do not violate the independence requirements, and meet the Company's evaluation standard for independence and competence. Refer to Note 1 for details regarding the evaluation status of the independence and suitability of the CPAs. |
| Implementation status | Deviations from Corporate Governance Best Practice |
|||
|---|---|---|---|---|
| Assessed areas | Yes No | Summary | Principles for TWSE/TPEx Listed Companies and reasons |
|
| IV. For TWSE/TPEx listed companies, are there suitable persons in an appropriate number and designated supervisors for corporate governance to take charge of related matters (including but not limited to providing directors and supervisors with materials required for them to carry out their tasks, helping directors and supervisors comply with the law, taking care of Board of Directors' meetings and shareholders' meetings as required by law, preparing minutes of Board of Directors' meetings and shareholders' meetings)? |
V | (I) To implement corporate governance and promote the Board of Directors to perform its due functions to protect the rights and interests of investors, the Company's Board has approved the appointment of Su, Chih-Ching, the Assistant General Manager of the Risk & Management & Planning Div., as the supervisor of corporate governance on May 10, 2019. He is the chief executive responsible for corporate governance related matters, and the Risk & Management & Planning Div. is responsible for reporting directly to him. Su, Chih-Ching, the Assistant General Manager of the Risk & Management & Planning Div. of the Group headquarters, is a manager of the Company and has more than five years of experience in legal affairs, stock affairs, or procedures management in public companies. The main responsibilities of the corporate governance supervisor are to handle matters related to the Board of Directors and shareholders 'meetings in accordance with the law, to produce the minutes of the Board of Directors and shareholders' meetings, to assist the directors to take office, to continue to study and comply with laws and regulations, and to provide information required by directors and insiders to perform business. (II) 2024 business implementation focus: 1. The procedural matters unit of the Board of Directors and committees, including consolidating the agenda of the meeting, stating the reason for convening, sending the convening notice to the directors or members seven days before the meeting, and providing sufficient meeting materials so that the participants can truly understand the relevant information of the proposal. When the meeting agenda is of interest to the directors or their legal representatives, the unit also reminds them to avoid conflicts of interests. Finally, the unit sends the minutes of the meeting to the directors or members for retention within 20 days after the meeting. 2. The unit is responsible for issuing important information or announcements of important resolutions after the Board of Directors and the shareholders' meetings on the day of to ensure the legality and accuracy of the disclosed information, so as to protect the investors by giving them equal information related to the transaction. 3. The unit shall handle the advance registration of the date of the shareholders' meeting according to law, and prepare and file the meeting notice, the procedures manual, and the meeting minutes by the deadline. 4. Change registration of various operations of the Company. 5. Evaluate and purchase of liability insurance for directors and key persons of the appropriate amount, and report the content of the insurance coverage at the Board of Directors meeting. 6. Periodically provide relevant continuing education information for directors and remind them to complete and file the required number of hours of continuing education in accordance with the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies. 7. Periodically provide Board members with information on new ordinances or amendments related to directors' business implementations, corporate governance, or business operations. 8. Each year, review the compliance status of the corporate governance evaluation indicators one by one, and propose improvement plans and corresponding measures for the un-scored items. 9. According to the needs of directors, provide company business or financial and other operational information to maintain smooth communication and communication between directors and business supervisors. (III) For continuing education of corporate governance supervisors in 2024, please refer to Note 2. |
In compliance with the concept and implementation of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
|
| V. Has the Company established channels for communicating with stakeholders (including but not limited to shareholders, employees, customers and suppliers), set up a dedicated stakeholder section on the Company website, as well as appropriately responded to important corporate and social responsibility issues of concern to stakeholders? VI. Has the Company hired a professional agency to handle tasks and issues related to holding |
V V |
The Company has set a stakeholder section on the Company's website and has designated personnel to process and answer questions. The sustainability report is also placed on the Company's website for stakeholders to download. A dedicated section for stakeholders: https://www.synnex grp.com/tw/Communication-with-Stakeholders Sustainability Report can be downloaded from: https://www.synnex-grp.com/tw/ESG Report The Company commissions CTBC Bank Co., Ltd. Transfer Agency Department to handle matters related to holding the shareholders' meeting. |
In compliance with the concept and implementation of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." In compliance with the concept and implementation of the |
|
| the shareholder's meeting? | "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." |
|||
| VII. Information disclosure (I) Has the Company established a corporate website to disclose information regarding the Company's financial, business, and corporate governance status? (II) Has the Company adopted other means of information disclosure (such as establishing a website in English, appointing specific personnel to collect and disclose company information, implementing a spokesperson system, and disclosing the process of investor conferences on the Company's website)? (III) Does the Company announce and declare the |
V V V |
(I) The Company has set up a website at https://www.synnex-grp.com, and we disclose relevant information on financial business and corporate governance under the Investor section and Corporate Governance section, respectively. (II) As required by law, relevant information of the Company are disclosed in a timely manner in the "Market Observation Post System" for the understanding and inquiry of the investors. The Company has a spokesman and a deputy spokesman appointed. the Company has the Chinese and English corporate governance information disclosed in the investors section on the Company's website with the information updated in a timely manner. (III) The Company announces and declares our annual financial report and the first, |
(I) In compliance with the concept and implementation of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." (II) For the consideration of the law and regulations or the actual operations, if any, it is to be handled in accordance with the "Corporate Governance |
|
| annual financial report within two months after the end of the fiscal year, and announce and declare the first, second, and third quarter financial reports and operating status of each month within the prescribed deadline? |
second, and third quarter financial reports and operating status of each month within the prescribed period. |
Best Practice Principles for TWSE/TPEx Listed Companies" and the related law and regulations. |
| Deviations from Corporate Governance Best Practice |
|||||||
|---|---|---|---|---|---|---|---|
| Assessed areas | Yes No | Summary | Principles for TWSE/TPEx Listed Companies and reasons |
||||
| VIII. Does the Company have other information that is helpful for understanding its status of corporate governance (including but not limited to employee rights and interests, employee well-being, investor relations, supplier relations, rights of interested parties, further education sought by directors and supervisors, implementation of risk management policies and risk evaluation standards, implementation of customer policies, the taking out of liability insurance for directors)? |
V | (I) (II) (III) (IV) (V) (VI) (IX) (X) (XI) |
Employee benefits: to law. 1. System: 2. Implementation status: investors. personnel to process to protect stakeholders' rights. investors. Refer to Note 3 for details related to advanced studies. Board of Directors on November 4, 2024. Company. Insured subject Insurance All directors and managers All directors and managers exercised the due care of a good administrator. stipulated and implemented. strengthen corporate governance. |
company Fubon Insurance Co., Ltd. Fubon Insurance Co., Ltd. |
and training, employee health seminars from time to time. preferential life insurance and accident insurance policy. Insured amount (NT\$: thousand) 639,700 637,200 |
The Company firmly believes that employees is the driving force of business growth; thus, the Company appreciates the importance of employee benefits and is committed to fulfill all the statutory rights and interests of employees according (1) Labor and health insurance, pension appropriation, employee education (2) Continuing to provide employees with a variety of benefits, such as: life insurance with a coverage of at least NT\$3 million (far better than general companies), free health checkup, weddings, funeral, and maternity subsidies, interest-free loans, and external training subsidies. (1) Statutory rights and interests of employees are handled according to law. (2) Various employee benefits are handled by the designated personnel. (3) The Company's group insurance has provided sufficient coverage to the employees who had suffered severe injuries or sickness in the recent years, providing 3-5 years of economic security to the employees' families. Considering the needs of the employee's families for insurance coverage, the Company provides the employees and their spouses with Investor relations: The Company insists on the principle of integrity and information disclosure fairness and exercises corporate governance transparency, regularly publishes company operational and financial information to the shareholders, and sets the spokesman and deputy spokesman system to fulfill the Company's information disclosure responsibility and obligations. The Company's website has an "Investor Section" and dedicated personnel and e-mail are designated to handle recommendations and issues of Supplier relationships and stakeholder interests: The Company and its suppliers have maintained long-term and close cooperation relations. the Company has set a stakeholder section on the Company's website and has designated Continuing education of directors: The directors of the Company have a background in industry and have their continuing education disclosed in the "Market Observation Post System" for the reference of the shareholders and Implementation of risk management policies and risk assessment: The Company established various internal regulations in accordance with the law. The Risk Management Team was formed in 2022 and the president serves as the convener of the Risk Management Team, which identifies and manages risk factors and facilitates command and dispatch, assessment, and implementation of the risk management policy by the risk management organization. The Risk Management Team has reported risk evaluation and risk management policy, and climate risk management operating status to the Audit Committee and the Recusals of directors due to conflicts of interests: The directors of the Company must be recused from voting on any motions they are in conflict with. (VII) The implementation of customer relations policies: The Company and its customers maintain a stable and good relationship to create profits for the (VIII) The purchase of liability insurance for the directors: The Company has acquired liability insurance for the directors and managers in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and it has been disclosed in the "Market Observation Post System". Insurance period Starting on September 1, 2023 Ending on September 1, 2024 Starting on September 1, 2024 Ending on September 1, 2025 The directors of the Company have fulfilled responsibilities truthfully and The Company has the "Rules of Procedure for Board of Directors Meeting" The Company's Board meeting has been convened at least once a quarter to |
In compliance with the concept and implementation of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" |
| Implementation status | Deviations from Corporate Governance Best Practice |
||
|---|---|---|---|
| Assessed areas | Yes No | Summary | Principles for TWSE/TPEx Listed Companies and reasons |
IX. Please described improvements in terms of the results of the Corporate Governance Evaluation System in recent years and propose areas and measures to be given priority where improvement will be needed.
(I) Improvements that have been made according to the results of the Corporate Governance Evaluation System in the most recent year:
| 11th term Evaluation Indicators | Improvements already made | |
|---|---|---|
| 1.2 | Has the Company adopted written rules for the procedures for financial and | The Company has amended the Procedures for Related Party |
| business operations between the Company and related parties, the content of which | Transactions and disclosed them on the Company's website. | |
| should include procedures for managing transactions such as purchase and sale, | ||
| acquisition or disposal of assets, etc., and the requirement that material transactions | ||
| be approved by the Board and approved by or reported at the shareholders' meeting? |
||
| 3.14 | Did the Company disclose the connection between director and managerial officer | The Company's 2024 Annual Report has disclosed the connection |
| performance assessment and remuneration in its annual report? | between the performance evaluation and remuneration of | |
| directors and managers. | ||
| 4.24 | Was the sustainability report prepared by the Company submitted to and passed by the board of directors? |
The Company's 2023 Sustainability Report was discussed and approved by the Board of Directors on August 8, 2024 and has |
| been submitted to the Market Observation Post System (MOPS). |
(II) Priority matters that require improvement and measures according to the results of the Corporate Governance Evaluation System of the most recent year: The Company conducts self-evaluation of corporate governance in accordance with the regulations established by the competent authority, and has proposed priority improvement measures based on the Company's current situation for various indicators that were not achieved, and gradually improves corporate governance to enhance the corporate governance image.
Note 1: Evaluation of the independence and suitability of the CPAs.
| Assessed areas | Important assessment content | Evaluation result |
Whether it is compliant with independence |
|---|---|---|---|
| 1. Does the CPA or the spouse or minor children of the CPA have any relationship with the Company of investing or sharing of financial interest or borrowing of funds? |
No | Yes | |
| Review of independence |
2. Is the CPA or member of the audit service team currently or has it in the last two years been a director or manager of the Company or has served in a position that has a significant impact on the audit case? |
No | Yes |
| requirements | 3. Does the CPA or member of the audit service team have a spouse, direct blood relative, direct relative by marriage, or collateral blood relative within the second degree of kinship with relation to a director, manager, or person in the Company who has a significant impact on the audit case? |
No | Yes |
| 1. Does the CPA perform professional services with an attitude of honesty and rigor and maintain a position of fairness and objectivity? |
Yes | Yes | |
| Review of independent |
2. Have the CPAs recused themselves and not undertaken matters for which they have been entrusted in which they have a direct or significant indirect interest that affects their impartiality and independence? |
Yes | Yes |
| operations | 3. Do members of the audit service team, other co-practicing CPAs, or shareholders of corporate accounting firms, accounting firms, firms affiliated with those firms, and allied firms also maintain independence with respect to the Company? |
Yes | Yes |
| 1. Does the accounting firm have a sufficient scale, resources, and regional coverage to handle corporate audit services? |
Good | Yes | |
| Competency review |
2. Does the accountant have a disciplinary record from the Disciplinary Committee in the last two years, or has the accounting firm been involved in a major lawsuit in the last two years or now? |
Good | Yes |
| 3. Does the accounting firm timely inform the Board of Directors on risk management, corporate governance, financial accounting, and related risk control? |
Good | Yes |
Note 2: Continuing education of corporate governance supervisor:
| Training | |||||
|---|---|---|---|---|---|
| Corporate Governance Supervisor | Educational institutions | Course title | period | Hours | |
| Corporate Governance | Su, Chih-Ching | Taiwan Corporate Governance | Shareholders' Meeting, Proxy Contest and Ownership | 2024.04.12 | 3.0 |
| Supervisor | Association | Strategy | |||
| Corporate Governance | Su, Chih-Ching | Taiwan Corporate Governance | How to proactively take on the challenges and | 2024.06.25 | 3.0 |
| Supervisor | Association | opportunities along the path to upgrade and transformation | |||
| for Taiwanese enterprises in the post-pandemic era (Part I) | |||||
| Corporate Governance | Su, Chih-Ching | Institute of Financial Law and | Third session of corporate governance practice workshop | 2024.08.14 | 3.0 |
| Supervisor | Crime Prevention | in 2024 - Analysis of practical cases of shareholders' | |||
| meeting disputes | |||||
| Corporate Governance | Su, Chih-Ching | Taiwan Corporate Governance | Labor Dispute Prevention and Corporate Governance | 2024.08.23 | 3.0 |
| Supervisor | Association |
Note 3: Status of Directors' continuing education
| Training | |||||
|---|---|---|---|---|---|
| Director | Educational institutions | Course title | period | Hours | |
| Representative of Institutional Director |
Miau, Matthew Feng Chiang |
Taiwan Institute of Directors |
Era of Alternative Energy | 2024.06.07 | 3.0 |
| Representative of Institutional Director |
Miau, Matthew Feng Chiang |
Securities and Futures Institute |
2024 Annual Promotional Conference on Prevention of Insider Trading |
2024.10.18 | 3.0 |
| Director | Tu, Shu-Wu | Taiwan Institute of Directors |
Era of Alternative Energy | 2024.06.07 | 3.0 |
| Director | Tu, Shu-Wu | Taiwan Project Management Association |
Board of Directors vs Management Team | 2024.10.08 | 3.0 |
| Representative of Institutional Director |
Chou, Teh-Chien | Taiwan Corporate Governance Association |
Board of Directors Information Security Governance Oversight Strategy |
2024.05.17 | 3.0 |
| Representative of Institutional Director |
Chou, Teh-Chien | Taiwan Institute of Directors |
Era of Alternative Energy | 2024.06.07 | 3.0 |
| Representative of Institutional Director |
Yang, Hsiang-Yun | Taiwan Institute of Directors |
Expanding Outward: Discussion on Asian Growth with the Example of Corporate Competition and Cooperation in Korea |
2024.03.20 | 3.0 |
| Representative of | Yang, Hsiang-Yun | Taiwan Institute of | Benchmark Learning: How to achieve breakthrough growth | 2024.04.17 | 3.0 |
| Institutional Director Representative of |
Tu, Shu-Chyuan | Directors Taiwan Project |
from core technology Applications of Generative AI and ChatGPT |
2024.09.19 | 3.0 |
| Institutional Director Representative of |
Tu, Shu-Chyuan | Management Association Taiwan Project |
Board of Directors vs Management Team | 2024.11.21 | 3.0 |
| Institutional Director Representative of |
Miau, Scott Matthew | Management Association Taiwan Institute of |
Era of Alternative Energy | 2024.06.07 | 3.0 |
| Institutional Director Representative of |
Miau, Scott Matthew | Directors Taiwan Institute of |
Challenges faced by family businesses in Transformation 3.0 | 2024.11.12 | 3.0 |
| Institutional Director Independent Director |
Hsuan, Chien-Shen | Directors The Greater China Financial Development |
Key Observations on the Global Economy in 2024 | 2024.01.11 | 3.0 |
| Independent Director | Hsuan, Chien-Shen | Association The Greater China |
Building a Resilient Supply Chain for Enterprises | 2024.02.21 | 3.0 |
| Financial Development Association |
|||||
| Independent Director | Shen, Ling-Long | Chung-Hua Institution for Economic Research |
Directors' Course on Corporate Sustainability and Net-zero Strategy |
2024.03.07 | 6.0 |
| Independent Director | Chung, Hui-Min | Securities and Futures Institute |
2024 Annual Promotional Conference on Prevention of Insider Trading |
2024.10.04 | 3.0 |
| Independent Director | Chung, Hui-Min | Taiwan Corporate Governance Association |
Corporate M&A, Equity Investment Planning, and Practical Analysis of Joint Venture Agreements |
2024.11.08 | 3.0 |
| Independent Director | Chung, Hui-Min | Taiwan Corporate Governance Association |
An Introduction to Carbon Management and Energy Management from the Perspective of Sustainable |
2024.11.22 | 3.0 |
| Independent Director | Chung, Hui-Min | Taiwan Corporate Governance Association |
Environment for Publicly Listed Companies Hostile Takeovers Strategies and Corporate Governance Issues |
2024.12.10 | 3.0 |
(V) Implementation status of sustainable development promotion and deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons
| Implementation status | Deviations from the Sustainable Development |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Promotion item | Yes | No | Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||||||||
| I. Has the Company established a governance structure to promote sustainable development, and has it set up a unit which specializes (or is involved) in promoting sustainable development and run by senior managerial officers authorized by the Board of Directors, and does the Board of Directors supervise its implementation status? |
V | (1) (2) (3) team. (4) |
In order to implement sustainable management concepts, the Company established its CSR Committee in In compliance with the 2015 for the management of sustainable issues; it has since been renamed the Sustainability Committee. "Sustainable Development With the President as the convener. We also set up four ESG-oriented work teams according to the issues Best Practice Principles under the jurisdiction of each department, which selected the appropriate functional supervisor and for TWSE/TPEx Listed employees to form the teams. The various working groups are responsible for the following projects: Companies" Corporate governance and economics team: Responsible for corporate governance, integrity management, risk management, and regulatory compliance related matters related to the Company's operational governance and financial aspects. Employee and social team: Responsible for Synnex employees' rights and interests, building an effective occupational health and safety system, and community care and public welfare matters. Environment team: Review and plan Synnex's environmental management policy guidelines and events Product team: Responsible for product quality links, product liability control, and consumer rights. Synnex's sustainability policies and activities are coordinated, managed, and implemented by the sustainability working group; implementation results are tracked to ensure that the sustainable development strategies are fully implemented in the Company's daily operations. And on November 4, 2024, the Sustainability Committee reported to the Board about implementation of sustainable development and stakeholder engagement. The Board also gave timely suggestions and adjustments on the contents and strategies reported by the Sustainability Committee. |
||||||||
| II. Does the Company perform assessments of risks in environmental, social, and corporate governance issues relevant to its business activities and devise risk management policies and strategies accordingly? |
V | Material issues Environment Society Corporate Governance |
Assessed areas item Climate Change and Environment Labor management and employment relations Salary levels and employment status Human rights of employees Occupational safety Legal and regulatory compliance Ethical corporate management Information security |
To establish robust risk management operations and raise risk awareness, the Company established identification, assessment, control, and supervision processes for potential risks, thereby ensuring the Company's healthy operations and strengthening corporate governance. The Company established the Risk Management Policy and Procedures, which was passed by the Board of Directors, in 2022 as the highest guiding principles of the Company's risk management. The Company identifies risk factors through the Risk Management Team every year, and identifies risks that may impact the Company's sustainable development, selecting the scope of risk management on this basis. The boundary of the Company's risk assessment is Taiwan Synnex Technology International Corporation, including wholly-owned subsidiary Synergy Intelligent Logistics Corp. Risk-related units in the organization were integrated into the Risk Management Team, and the president serves as the convener of the Risk Management Team. The team identifies and manages risk factors based on the materiality principle, and in accordance with environmental, social, or governance (ESG) issues related to the Company's operations, and facilitates command and dispatch, assessment, and implementation of the risk management policy by the risk management organization, as described below: Risk management policy In response to local environmental control regulations, SYNNEX continuously conducts comprehensive procurement/repair/replacement for deficiencies or areas that can be improved. We also regularly review the impact of the climate on the Company in order to review and improve the rights and benefits of investors and consumers. In the implementation of employee care, based on the employee-oriented concept, Synnex has constructed a diversified, equal, warm, and sound workplace in which employee safety and training and development is important. It has also established clear channels for communication. Synnex provides competitive salary levels and provides a differentiated total compensation according to difference in contribution, so that people who work hard can obtain relatively higher compensation, and so that salary and ability performance are well matched. The Company protects employees' legitimate rights and eradicates discrimination based on the management policies stipulated in accordance with the "Universal Declaration of Human Rights", "International Bill of Human Rights", "Global Compact", and "Labor Standards Act". SYNNEX raises safety awareness and prevents unsafe conduct through education and training, so as to create a health and safe workplace. Physicians are scheduled to provide on-site services and provide health consultation and care. The environment is regularly inspected to ensure that facility and equipment functions are normal and safe. The Company has formulated its "Corporate Governance Code of Conduct", "Code of Conduct", "Integrity Management Code", "Sustainable Development Code" and other internal company norms, which each logistics management unit continuously reviews and amends according to its responsibilities and professional scope to comply with current company policies and operating procedures. The Company has established its internal Integrity Management Code and Code of Conduct and promotes its corporate culture and values of integrity management. It requires its employees to abide by this code of ethics and behavior in all matters of business ethics, labor relations, internal control, corporate governance, and community participation. A Chief of Information Security has been appointed and a dedicated unit, the "Information Security Division", has been set up to ensure that information security management can be thorough, continuous, and stable. Information security policies, management methods and related operating procedures are established as the basis for various information operations, so that relevant personnel can follow them and reduce the possibility and impact of any information security incidents. In addition, we have also passed and obtained the ISO 27001 Information Security |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
| Deviations from the Sustainable Development |
||||||
|---|---|---|---|---|---|---|
| Promotion item | Yes | No | Summary | Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||
| (I) | III. Environmental topics Has the Company established a proper environmental management system based on the characteristics of the industry? |
V | (I) | The Company is a channel integration service provider for the high-tech industry. It is a low-energy consuming and non-manufacturing enterprise, and most of our energy consumption is concentrated in energy usage in offices and storage centers. Although the absolute amount of energy that can be controlled is limited, as corporate citizens, we are fully aware that it is our responsibility to mitigate and adapt to the threat of climate change. Therefore, one of our most important goals is to strive to conserve electricity and use low-energy solutions. ⚫ The Environment Team of SYNNEX's Sustainability Committee (the "ESG Environment Team") implemented environmental sustainability projects; the Sustainability Committee is a task force and the management unit of the ESG Environment Team is the Logistics Quality Management Division of the group's head office. ⚫ Since 2022, the ESG Environment Team has been leading efforts of SYNNEX to obtain the ISO 14001 Environmental Management Systems certification, the ISO 14064-1 Greenhouse Gas Inventory certification, and BSI certification. The Company formulated six environmental policies and announced them to upstream and downstream suppliers and distributors, in hopes that the supply chain will jointly engage in low carbon operations and achieve mutual prosperity. Six environmental policies: (1) Energy conservation and carbon reduction (2) Sustainable operation (3) Commitment to operations (4) Awareness of all employees (5) Risk management (6) Compliance. ⚫ Synnex Group follows the framework of the TCFD. Our operation and monitoring unit is the ESG Environment team. Each operation and operation base must regularly review the on-site operation standards and, under the decision-making of local management, implement various improvement and control operations; they also make reports to the headquarters unit on a regular basis. Headquarters also conducts inspections, audits from time to time to ensure overall |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
|
| (II) Is the Company committed to improving the efficiency of the various resources and using recycled materials which have a low impact on the environment? |
V | (II) | operation process and cost-effectiveness. The Company is committed to improving the efficiency of resource utilization, and implements the ESG concept of "low-carbon operations" in its operating characteristics. Specific actions and results are described below: 1. The digitalization of business operations: Digitalization can effectively replace paper consumption, so the Company is actively developing software to fully digitalize business processes. From 2022 to 2024, total paper purchases have been reduced by approximately 57%, saving approximately NT\$600,000. (1) Digital operations: We will continue to enhance our internal warehousing processes, promote digitization of manual counting operations year by year, and use digital tools to replace the use of paper. Promoting digitization has significantly reduced the demand for paper, and we have seen improved results of environmental protection and energy conservation. (2) Digital signature: The Company continues to invest in system R&D to develop a digital signature mechanism under the premise of complying with regulations and protecting the rights and interests of customers. We are also continuing to encourage customers to replace paper-based signatures with digital signatures. In the future, we will continue to expand the application scope of digital signatures and significantly reduce the paper required for printing receipt forms. 2. Smart warehousing system The Company is actively developing smart warehousing system, establishing big data-driven databases, calculating optimized shipping models, and aggregating resources to assemble orders to achieve batch shipments and transportation. This will help to reduce the number of shipments and transportation required, thereby reducing fuel and power consumption and lowering carbon emissions. 3. Carton re-use and recycling: 72,372 in total in 2024, accounting for 18% Synnex Group's economies of scale and shipment volume continue to grow, and energy efficiency is improved through the reuse and recycling of packaging materials. (Accounted for 17% in 2023, and 16% in 2022) For details, please refer to page 102 of the 2023 Sustainability Report and the content of the latest report. 4. Eliminated old printers and access control to printing is implemented to manage the volume of printed papers per employee, and at the same time, helping to strengthen employees' ESG awareness. Taking the new office in Nangang as an example, only one multi-function printer (MFP) is needed to handle all printing tasks. This will comprehensively reduce unnecessary printing paper consumption and the chance of misplacing or misprinting, thereby achieving the |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
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| (III) Does the Company evaluate the potential risks and opportunities in climate change with regard to the present and future of its business, and take appropriate action to counter climate change issues? |
V | (III) | goal of effectively controlling printing volume. The Company has incorporated climate change issues into its overall sustainable governance and risk management affairs to demonstrate its determination to promote sustainable development. The Sustainability Committee is directly responsible for supervising and managing the Company's overall sustainability issues and climate-related risks and opportunities; it regularly reports its implementation results to the General Manager (Chairman of the Sustainability Committee). The environment team will promote and provide guidance on specific actions to deal with climate change. To effectively respond to the possible impact of climate change, the Company has disclosed in its sustainability report its annual work progress and achievements in accordance with the framework recommended by TCFD since 2019.Identified risks are: Regulatory requirements on carbon reduction, suppliers transferring cost, supply chain jointly pursuing green sustainability (GHG reduction management), and increase in electricity or water consumption due to global warming. In order to reduce the risk factors mentioned above, the Company also simultaneously identifies feasible opportunities and develops countermeasures: It will continue to pay attention to market demand and low-carbon risks, implement energy management, replace and update energy-consuming equipment, purchase products that fit low-carbon trends, and enhance digital services. A detailed description of the Company's climate change risk and opportunity analysis has been disclosed in the its sustainability report, available at (http://www.synnex.com.tw/tw/esg-report). |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
||
| (IV) Does the Company take inventory of its greenhouse gas emissions, water consumption, and total weight of waste in the last two years, and implement policies on energy efficiency and carbon reduction, greenhouse gas reduction, water reduction, or waste management? |
V | (IV) | The Company is a high-tech product distribution and service industry, and is not a high-energy consuming business. Direct emissions of greenhouse gases are mainly from vehicles used by the logistics centers; indirect emissions are mostly from electricity purchased for the headquarters office and the logistics center factory area. Logistics vehicles have been gradually replaced with newer vehicles. In 2021, the fifth-phase vehicles that comply with Taiwan's current environmental protection regulations have been fully adopted. According to the official data of car factories, pollutant emissions (nitrogen oxides) of fifth-phase vehicles can be reduced by 43% per vehicle. That means that operating volume can grow while still effectively reducing the impact on the environment. |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
| Implementation status | Deviations from the Sustainable Development |
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|---|---|---|---|---|---|---|---|---|---|---|
| Promotion item | Yes | No | Summary | Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||||||
| 1. Greenhouse gas (GHG) emissions (fuel consumption and electricity) | ||||||||||
| Unit: Tons CO2e | ||||||||||
| GHG emissions | Scope 1: Fuel consumption | Scope 2: Electricity | Total | |||||||
| 2022 | 1,833 | 2,307 | 4,140 | |||||||
| 2023 2024 |
1,860 1,708 |
1,925 1,540 |
3,785 3,248 |
|||||||
| Note: Covering Synnex Group and its subsidiary Synergy Intelligent Logistics Corp. and all | ||||||||||
| Taiwan factory information | ||||||||||
| ⚫ | In 2024, the GHG emissions from vehicle oil was 1,722 metric tons CO2e, a slight decrease of | |||||||||
| 152 metric tons compared to the 1,860 metric tons CO2e of emissions in 2023, due to the | integration of fleet dispatch resources, which improved route efficiencies and reduced losses from | |||||||||
| unnecessary routes. | ||||||||||
| ⚫ | The total GHG emissions converted from electricity consumption in 2024 was 400 metric tons of | |||||||||
| CO2e lower than that of 2023, mostly attributable to our continued implementation of energy saving and power-saving action plans, replacement of energy-saving LED lighting fixtures, and |
||||||||||
| planning of air-conditioning startup hours. The Company promoted space conservation by closing | ||||||||||
| floors with ineffective equipment, integrating work areas to improve space utilization, and | ||||||||||
| ⚫ | encouraging employees to turn off lights to reduce unnecessary power consumption. | The Company implemented ISO 14001 Environmental Management Systems in 2022 and used | ||||||||
| the PDCA cycle to carry out inspection and improvement measures, which were verified any | ||||||||||
| recommended by the BSI for certification. In the same year, ISO14064-1 Greenhouse Gas | ||||||||||
| Inventory was also introduced, and dual ISO certification has continued since then. In addition, | ||||||||||
| Synnex Group's subsidiaries in 2024. | voluntary GHG inventories was also completed at the domestic and foreign operating sites of | |||||||||
| 2. Water usage | Unit: Tons | |||||||||
| Taipei | Taichung | Kaohsiung | ||||||||
| Water consumption |
Taipei Headquarters |
logistics | logistics | logistics | Total | |||||
| centers | centers | centers | ||||||||
| 2022 2023 |
11,670 10,083 |
5,679 5,104 |
4,021 3,284 |
516 554 |
21,886 19,025 |
|||||
| 2024 | 8,563 | 4,262 | 2,532 | 380 | 15,737 | |||||
| ⚫ | The Company's operating bases mainly use circulating water for regional air conditioning and | |||||||||
| domestic water use from employees. We did not produce any commercial wastewater from | ||||||||||
| various water equipment. | manufacturing operations. We will continue to promote water conservation and regularly inspect | |||||||||
| ⚫ | In August 2024, we moved our headquarters to the new office building in Nangang, which was | |||||||||
| constructed with a touchless design mindset. The bathrooms, kitchens, faucets, and soap | ||||||||||
| dispensers were fully designed with touchless sensors, greatly reducing water waste. | ||||||||||
| 3. Waste management | ||||||||||
| (1) Operational waste | ||||||||||
| amount of | General waste |
General industrial waste |
that it should be recycled or reused |
Total | ||||||
| waste | (class R) | |||||||||
| 2022 | 128 | 10 | 62 | 200 | ||||||
| 2023 2024 |
123 122 |
8 8 |
63 55 |
194 185 |
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| In waste management, Synnex not only implements waste classification and resource recycling, | ||||||||||
| it also advocates the use of environmentally friendly tableware and shopping bags, promotes the concept of waste reduction among employees, and promotes policies such as recycling and |
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| reuse of packaging materials to reduce waste. The Taipei headquarters also began to encourage | ||||||||||
| employees to clean up their office supplies in early 2024 to facilitate with the upcoming | ||||||||||
| relocation. We gradually sorted out office files and supplies on a monthly basis. The total | ||||||||||
| significantly even after moving to the new headquarters in Nangang. | amount of garbage was still controlled within a reasonable range and did not increase | |||||||||
| Waste at the office predominantly consists of domestic waste from employees, which can be | ||||||||||
| divided into general waste and waste that should be recycled or reused (class R). In addition to the above two types of waste, the logistics centers also have general industrial waste, including |
||||||||||
| that from product maintenance waste and auxiliary sales. | ||||||||||
| and then will be entrusted to qualified haulers for recycling. | The waste generated by the logistics centers will first be sorted and then managed collectively, | |||||||||
| Synnex will continue to promote waste reduction and advocate for carbon reduction and waste | ||||||||||
| reduction at the source. We understand that environmental protection is everyone's | ||||||||||
| responsibility. | (2) Commissioned recycling - scrapping of four specific machines (refrigerators, televisions, air | |||||||||
| conditioners washing machines) for environmental protection: 8,199 machines total in 2024 | ||||||||||
| Since 2013, Synnex Group has been cooperating with the Environmental Protection | ||||||||||
| Administration's "scrapping of four specific machines" recycling policy, assisting consumers in recycling old TVs, old refrigerators, old washing machines, etc., in consumers' homes while |
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| delivering and installing the new home appliances (recycling needs related to the replacement | ||||||||||
| and updating of home appliances). | By entrusting professional certified manufacturers to properly undertake waste treatment and | |||||||||
| disposal, we can effectively reduce the environmental impact caused by the risk of improper | ||||||||||
| disposal by end users. | ||||||||||
| Moreover, the strategies that the Company established for energy conservation and carbon and | ||||||||||
| greenhouse gas reduction are as follows: | ||||||||||
| [The new Nangang Building uses smart energy-saving design to achieve green building design and to | ||||||||||
| continuously evolve] | 1. The "Four No" Designs in Office Areas: Touchless, wireless, paperless, and waste-free space | |||||||||
| (garbage is moved to the garbage collection point at kitchens, reducing garbage and waste). | ||||||||||
| 2. DOAS intelligent elevator dispatching system is used. The intelligent calculation dispatches the closest elevator, while taking into account transportation efficiency, energy conservation, and |
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| security. |
| Deviations from the Sustainable Development |
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|---|---|---|---|---|
| Promotion item | Yes | No | Summary | Best Practice Principles for TWSE/TPEx Listed |
| 3. The office is equipped with a 32 cm thick "Double Skin" glass curtain system to directly extract hot air to the outside. Achieves a high thermal insulation effect that maximizes energy saving. 4. The automated sun-tracking blinds installed can automatically open and close and varies according to the different times of sunrise and sunset and the angle of sunlight, thus achieving good heat insulation effect when combined with the above-mentioned glass curtain system. The heat recovery ventilation in the office area further reduces energy consumption from air conditioning, achieving energy conservation and carbon reduction. 5. Lighting and air conditioning is controlled centrally to improve energy management efficiency and save energy. [SYNNEX's parent company in Taiwan is committed to thorough energy-saving and carbon-reduction plan] 1. All air conditioners are turned on and off on a timed basis to avoid operating in empty rooms to save electricity. 2. Replaced all T5 lighting fixtures with LED energy-saving lamps. We planned and arranged lighting in effective arrays in the logistics centers to provide effective lighting and save electricity. 3. All distribution vehicles must turn off engine when parked in the factory site, and the use of air conditioning is prohibited when idling. 4. Planned and designed more effective logistics distribution routes and trips so as to reduce inefficient routes and thus, reduce fuel consumption. |
Companies and reasons | |||
| IV. Social topics (I) Has the Company formulated appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? |
V | (I) The Company treats its employees with integrity and provides a safe and secure working environment. The Company has formulated its Sustainable Development Code and other related management policies in accordance with the "Universal Declaration of Human Rights", "International Bill of Human Rights", "Global Compact", and "Labor Standards Act" and other human rights standards and labor conditions norm, and has published them on its official website. In accordance with the Code, the Company complies with internationally recognized labor rights, such as freedom of association, right to collective bargaining, care for vulnerable groups, prohibition of child labor, elimination of all forms of forced labor, elimination of discrimination against the employed and job seekers. It also confirms that its human resources policies do not treat people differently based on their race, socioeconomic class, age, marital or family status, etc., for the purpose of implementing equal and fair employment of job seekers, employment conditions, remuneration, benefits, training, evaluation, and promotion opportunities. For situations that endanger labor rights, the Company provides an effective and appropriate grievance mechanism to ensure the equality and transparency of the grievance process. Grievance channels should be simple and clear, convenient and unobstructed, and appropriate responses should be given to employees' grievances. In addition, we regularly conduct publicity and training on topics such as eliminating workplace |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
|
| (II) Does the Company establish and implement reasonable employee benefits (including remuneration, leave, and other benefits) and ensure business performance or results are reflected adequately in employee remuneration? |
V | bullying and gender equality for all employees to jointly create an equal working environment. (II) The Company attaches great importance to providing employees with sufficient security and a work environment where they can feel at ease, and encourages employees to commit to creating an intelligent and balanced work lifestyle. As a result, employees will not need to worry about their health, economic situation, and family care outside of work. 1. Employee Compensation Policy Synnex provides market-competitive salaries. In addition to fixed salaries, there are different performance evaluation benchmarks for professional functions of different job types based on the Company's business performance as well as departmental and individual goals. The focus of logistics staff work is on daily operational performance, so they are evaluated on a monthly basis; For business personnel, the management of long-term relationships with customers adopts the quarterly evaluation method; Headquarters logistics administration and R&D functional personnel adopt the annual performance evaluation system. In addition, in order to provide incentive to employees and the management team, employee compensation follows the regulations of the Company; the Company's net income before tax before deducting remuneration to employees and Directors and after making up for losses should be applied to pay remuneration to employees in an amount not exceeding 10% and not less than 0.01% of the balance, and is issued after approval by the Board of Directors. 2. Peace of mind and security (1) Emphasizing the creation of an intelligent and balanced work lifestyle to encourage colleagues to take adequate vacations. In addition to the annual leave required by law, new recruits with less than a year seniority are entitled leave that is better than the standards stipulated in the Labor Standards Act. (2) All full-time employees enjoy term life insurance of at least NT\$3 million, providing basic security for their families. (3) Employees are eligible for interest free loans to reduce the financial burden of employees who are dealing with major life events. Types of applications include house purchase, marriage, childbirth, car purchase, emergency aid, arrangements for new employees, etc. (4) The Company cares for employees by providing cash gifts or gift certificates for marriage, funeral, hospitalization, childbirth, and birthday. (5) Enrollment in labor insurance for full salary, labor retirement pension contribution, and enrollment in National Health Insurance as required by the law. 3. Workplace diversity and equality (1) The appointment and promotion of employees is not affected by gender; women hold approximately 43% of positions above the manager level; and 50% of positions above the assistant manager level, higher than the proportion of female employees. (2) A comfortable and private breastfeeding room is provided so that female employees will not be disturbed or have pressure while breastfeeding. (3) We provide employees with a friendly flexible unpaid parental leave environment. According to the statistics, over 70% of female employees (also a number of male employees) had applied for parental leave right after maternity leave. This has helped reduce the conflict between work and family care for employees, so that employees do not have to cut their careers short due to the need for short-term family care! |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
|
| (III) Does the Company provide a safe and healthy working environment and provide employees with regular safety and health training? |
V | (III) The Company persists in the vision that employees are key assets to our sustainable development and believes that the safety and mental and physical health of employees are our key concerns. We are committed to the continuous improvement of workplace environment and sees the enhancement of employees' health and safety awareness as our goal. To this effect, the Company has stipulated the following relevant management mechanisms and operation methods: 1. Occupational health and safety management systems To fully implement occupational safety and health, we introduced the ISO45001 occupational safety and health management system operating procedures in 2023, and obtained the IAS certification in 2024. The certificate is valid from December 24, 2024, to December 23, 2027. External certificate renewal assessment will be conducted annually and re-assessment will be conducted every three years. The system will continue to operate effectively through continuous improvement and |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
| Implementation status | Deviations from the Sustainable Development |
|||
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx Listed | |
| Promotion item | maintenance of internal management, and by helping relevant stakeholders to gain a clear understanding of rights and obligations related to occupational health and safety through education, training, and advocacy, we can reduce related risks. 2. Occupational health and safety policies and goals (1) Regulatory compliance: Continue to promote systems and procedures that comply with occupational safety and health laws, regulations, standards and their objectives. (2) Hazard prevention: Commit to injury and disease prevention, health examination and promotion to reduce the occurrence of harmful incidents, in order to ensure the safety of employees and suppliers, contractors and visitors when entering the Company, and to build a safe, healthy and zero-disaster environment. (3) Full engagement: Instill occupational safety and health concepts into the training of employees, suppliers, and contractors and actively promote them to strengthen all employees' awareness and adaptability to occupational safety and health. (4) Operational commitment: Supervisors at all levels commit to provide necessary resources and implement occupational safety and health management to ensure the suitability, adequacy and effectiveness of the management system. (5) Sustainable operation: Effectively operate the occupational health and safety management systems and continuously improve it to fulfill our responsibilities to customers, employees, shareholders and society. 3. Occupational Safety and Health Committee The Occupational Safety and Health Committee is established to enable employees to have a better working environment; it regularly reviews, coordinates, and recommends matters related to occupational safety and health management on a quarterly basis, and the committee is also used as a channel for communication. It also encourages employees to submit safety and health management-related suggestions according to the actual work situation via departmental representatives, and participate in the process by which management measures are established. Among the members there is a chairman and an executive secretary, among which the proportion of employee representatives is 50%, meeting the statutory requirement that employee representatives account for more than one third of the number of members. 4. Specific occupational health and safety measures (1) Occupational hazard prevention and management To ensure that employees can perform at their best in a safe and healthy workplace environment, the Company continues to be committed to building and maintaining a safe workplace. To ensure that the working environment and equipment always meet the highest safety standards, we follow a strict automatic inspection schedule to conduct regular inspections, maintenance, and improvements to workplace facilities at a fixed frequency. Specific tests include: ⚫ Regularly inspect the workplace and data center, and arrange necessary equipment maintenance and testing. The scope includes daily inspections of electromechanical equipment and air quality, quarterly water quality testing and semi-annual lighting and illumination level assessments., etc. ⚫ Regularly maintain the air conditioner hosts and blowers to ensure the stable operation and air circulation of the air conditioning system. ⚫ Conduct safety inspection of the building structure, check the structural inclination and structural reinforcement of the shaft, and inspect the ceiling structures. ⚫ Annually inspect firefighting facilities and other building facilities to ensure that all safety equipment is functioning properly to strengthen the overall workplace safety. These measures not only ensure the safe use of facilities and equipment, but also further protect the safety of employees during work, allowing employees to dedicate themselves to work in a safe environment while promoting the Company's sustainable development. In terms of the logistics center, according to the annual automatic inspection plan, regular inspection and maintenance are carried out for equipment such as fork lifts, fire-fighting facilities, electrical equipment, generators, elevators, automatic warehouse cranes, air compressors and air-conditioning equipment; storage cabinets are installed for flammable materials, reinforced and heightened guardrails are installed to prevent falls, and safety standards for equipment maintenance by employees are enhanced. (2) To protect the safety of employees and visitors, the Company has purchased public accident liability insurance for all workplaces to reduce the risk of accidents to personnel and property. In accordance with relevant laws and regulations, the Company has submitted public safety inspection results on buildings and firefighting equipment to the competent authorities on a timely basis to ensure that all facilities meet safety standards. The Company's dedicated personnel have obtained the fire prevention management personnel certificate, and they formulate and regularly update the fire protection plan for the workplace in accordance with the law to ensure that the firefighting facilities are always in good operating condition and can function quickly and effectively during emergency. (3) The Company has formulated a "Hazard Identification and Risk Evaluation Management Procedure" to regularly perform safety and health hazard identification work every year. Hazard identification and risk evaluation management is conducted on business operations of each unit, including routine and non-routine work contents. The risk level is determined through factors such as risk frequency, probability of occurrence, and severity, so as to identify the chance and severity of such occurrence and to classify the risk as either tolerable or intolerable risk. Further analysis will be conducted on major occupational safety and health risks that will have an impact on stakeholders, and the hazards that can be improved will be listed. The control methods, improvement measures, and target management plans for planning countermeasures are proposed, which will not only help strengthen workplace safety management, but also promote the Company's sustainable development and employee well-being. (4) Safety and health management personnel are established and arranged to participate in external training. Internal safety and health education and training is also carried out. In order to further enhance employees' safety awareness, the Company not only arranges safety and health education and training for new employee orientation, but also provides continuous training for current employees to strengthen their attention to workplace safety. Furthermore, work environment facilities and work processes are also continuously improved to further reduce the risk of occupational hazards. Two fire safety education and training sessions were held in 2024 in accordance with regulatory requirements. In addition, we also made sure that all required training for occupational safety and health related personnel, such as refresher training for Type A occupational safety and health business supervisors, refresher training for Class B |
Best Practice Principles Companies and reasons |
||
| occupational safety and health managers, fire prevention manager training, and first aid personnel training are all within the validity period. In addition, the logistics centers also targeted specific work characteristics, such as: Teaching the correct posture for lifting heavy objects, and performing gymnastics warm-up exercises |
| Implementation status | Deviations from the Sustainable Development |
|||
|---|---|---|---|---|
| Promotion item | Yes | No | Summary | Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
| (IV) Has the Company established an effective career development and capability training program for employees? |
V | 5. Promoted a friendly workplace environment and employee health enhancement (1) Arrange free health exams with necessary assistance to follow up on abnormal results, providing comprehensive healthcare to safeguard the health of employees. (2) Provided employees with comfortable, healthy, and friendly office equipment. (3) Four major plans are implemented, including ergonomic hazard prevention plan, the abnormal workload-induced disease prevention plan, the duty-related illegal infringement prevention plan, and the maternal health protection plan, to protect the physical and mental health of workers. (4) We are committed to establishing a friendly and equal workplace without illegal infringements, providing channels for complaints to be handled by dedicated personnel, and maintaining a safe workplace environment. (5) We have introduced mineral sparkling water dispensers in all offices across Taiwan to maintain the quality of drinking water for our colleagues. This effort has been widely praised by our colleagues. 6. Occupational accident statistics The Company collects statistics on occupational accident cases every month and reports them according to the requirements of the competent authority. In 2024, there was a total of 17 occupational accident cases involving 17 employees, accounting for 1.7% of the total number of employees. Among which, 8 were traffic accidents on the commute to or from work, and 9 were accidents caused by employees' negligence in their own safety while performing duties. In 2024, the frequency rate of disabling injuries is 7.94, the rate of lost work days is 111 days (calculated in calendar days), and the number of deaths due to work is 0. After careful analysis, it was found that most of the reasons are traffic accidents (accounting for more than 80% of all the incidents). Therefore, in order to improve employees' safety awareness and reduce the risk of similar incidents, we actively enhance both internal education and training and our safety awareness. 7. Statistics on fire incidents There were no fire incidents. (IV) Synnex firmly believes: "Good employees make good departments, and good departments make a good company." The Company has education and training courses arranged for the new recruits on the day they report to work, and has planned professional job training. The Company advocates the business operation and philosophy, including the concept of sustainable development in the courses. In addition to face-to-face courses, we has also established Synnex College that allows employees to learn online, independently and free from environmental limitations. Courses can be arranged flexibly so that employees can continuously enhance their professional abilities. Through long-term internal education and training, monthly reports, project sharing, and Synnex EMBA articles, we promote the Company's corporate vision and values to achieve a subtle effect of learning by doing. Moreover, the Company arranges oral reports and integrates reading in each stage of the career development in order to help employees enhance career skills through systematic practice. Each unit has a clear career development path. The software R&D unit ranges from basic programming, system design, system analysis, and project management to cross-platform management. The business unit ranges from internal office work, channel operation, product management, and product planning, |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
|
| (V) Do the Company's products and services comply with relevant laws and international standards in relation to issues such as customer health and safety, customer privacy, and marketing and labeling of products and services, and are relevant consumer or customer protection and grievance procedure policies implemented? |
V | to departmental operations. Headquarter logistics unit ranges from basic execution to system design planning and overseas management, as well as logistics system from on-site operation and online supervision to potential operators. A sound career development system and personal ability-oriented promotion system give employees goals and motivation to grow, and drive the Company's overall performance and operations to break through to ever higher levels. (V) The Company is a high-tech product distribution and service industry and mainly serves consumers in accordance with the service specifications of the manufacturers and government laws and regulations. Synnex attaches great importance to consumer rights and satisfaction of various after-sales services. The Company provides five major service networks to satisfy all types of customers, namely the Synnex service centers around the nation, telephone customer service centers, APP/SMS information system, maintenance pick-up and delivery, and home delivery service. We completed the real-time customer evaluation system for home delivery services in 2020, so that customers can directly provide their feedback and service rating. We improve customer service quality and quickly understand customer feedback and deal with their concerns. Synnex takes customer privacy very seriously and performs every step of our operations carefully to guarantee customer privacy. There were no incidents of customer privacy violations in 2024. 1. information security management system The Company uses computer information systems heavily to provide high-efficiency and high quality services. In 2016, to ensure the safety of customer data, the Company has introduced the ISO/IEC 27001 Information Security Management System (ISMS) and continuously obtained the certification to ensure that the access and use of information are protected and comply with the regulations. All fields and categories that use customer personal information have imported and followed the specifications of the ISO27001 information security management system. 2. Customer service: (1) The employee work code includes the signing of agreements pertaining to customer privacy rights. (2) If there is a need for customers to provide their personal data (such as to third parties or product suppliers), it will surely stem from customer requirements and consent will be obtained from customers. (3) Consumers are reminded to have their personal information deleted from their electronic products before recycling. 3. Service query result privacy code masking The results of the query for at-home installation, at-home maintenance, and other service business progress query pages all cover personal information, protect the privacy of customers' personal information, and abide by information security management standards. 4. The Company has the marketing and labeling of products and services handled in accordance with the Commodity Labeling Act and the IT and Telecom (3C) labeling standard and other requirements published by the Department of Commerce, MOEA. Moreover, the Company has applied for electromagnetic waves and other inspections of the products by the Bureau of Standards, Metrology and Inspection, MOEA so that consumers can understand the products fully. |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
| Implementation status | Deviations from the Sustainable Development |
|||
|---|---|---|---|---|
| Promotion item | Yes | No | Summary | Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
| (VI) Does the Company implement supplier management policies, requiring suppliers to observe relevant regulations on environmental protection, occupational health and safety, or labor and human rights? If so, describe the results. |
V | (VI) As a distributor for the high-tech industry chain, the products sold by Synnex span across four major fields, namely commercial IT, home IT, ICT, and semiconductors. In terms of selecting partners, the Company's focus is in fulfilling sustainable development as an important indicator for long-term cooperation. In the implementation of vendors' sustainable development, the Company mainly evaluates the following items: 1. "Honesty and integrity, clean transaction": Link with the vendors and customers through our role as a distributor to jointly create a harmonious trading environment. In addition to honoring the commitment to integrity, the Company shall also comply with the related laws and regulations as a law-biding and practical enterprise. 2. "Green and environmental, recycle energy": When selecting vendors and suppliers, the Company pays attention to whether the vendors and suppliers comply with the requirements of EU environmental standards and national environmental laws and regulations; also, aim for sustainable development and expand the overall green supply chain performance. Synnex is committed to ensuring that manufacturers and suppliers are in compliance with the requirements of EU environmental standards and national environmental laws and regulations; also, aim for sustainable development and expand the overall green supply chain performance. After reviewing the top 20 key suppliers, 100% declared on their official websites, sustainability reports, or product statements, that their products all comply with international environmental regulations and national environmental protection laws. 3. The Company attaches great importance to human rights issues. Although it is not directly involved in the product manufacturing and production process, Synnex promises not to intentionally purchase conflict minerals whether indirectly or directly, and also actively pays attention to the conflict mineral policies of its suppliers. If a supplier violates occupational safety and health or labor and human rights conditions or regulations, the Company will reevaluate its partnership with the supplier. |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
|
| V. Does the Company prepare sustainability reports and other reports that disclose non-financial information by following international reporting standards or guidelines? Does the Company obtain third-party assurance or qualified opinion for the reports above? |
V | The Company prepares its annual sustainability report in accordance with the GRI Standards issued by GRI. The Company commissioned PwC Taiwan to establish limited assurance on our sustainability report in accordance with the Statement of Assurance Principles No. 3000, "Audit and Review of Non-financial Information" issued by the Accounting Research and Development Foundation. |
In compliance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" |
VI. If the Company has established corporate social responsibility principles based on "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies", please describe any difference between the principles and their implementation: no difference.
VII. Other important information to facilitate a better understanding of the Company's implementation of sustainable development: Implementation status of environment-related issues:
1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities.
As the occurrence of extreme weather incidents become more frequent worldwide, domestic and foreign climate-related laws and regulations become more rigorous, and even changes in consumer behaviors, could all potentially impact our revenue, product value, and even reputation. Therefore, Synnex actively responds to climate change risks and continues to promote climate governance to achieve low-carbon operations and environmental sustainability. The Board of Directors is the highest-ranking supervisory unit on climate change in Synnex, and it is responsible for approving, reviewing and supervising risk strategies and risk policies.
- ⚫ On July 5, 2022, with the approval of the president, a risk management team was established under the supervision of the president.
- ⚫ On August 4, 2022, upon resolution from the Board of Directors, risk management policy and procedures were formulated, and a dedicated (concurrent) risk management unit (Risk Management team) was also set up to promote risk management. Synnex's president serves as the convener of the Risk Management Team and conducts regular risk assessments and follow-up analyses and processing. In addition, it also reports annual risk evaluation results and risk management operations to the Audit Committee and the Board of Directors.
- ⚫ By classifying the risks through their characteristics, with the exception of Risk Management Team, which oversees all risk management-related matters, each functional unit is also responsible for the preliminary risk identification, risk assessment and risk control. This promotes the efficiency in command and dispatch, selfassessment, and executions in the risk management organization. Projects involving major risks are submitted to each project review group for review in accordance with the Company's regulations based on the nature of the risk and the monetary value involved. Those that meet the required standards will be sent to the Audit Committee and the Board of Directors for approval.
2. Describe how the identified climate risks and opportunities affect the Company's business, strategy, and short, medium, and long-term financing.
| Item | Risk Type | Opportunity Type | Impact on operation | Impact time | Level of impact |
|---|---|---|---|---|---|
| Impact from extreme weather incident (Typhoon/flood) |
Long-term risk/physical risk Product / Service | Operation/market risks | Short-/Mid-/Long-term | High | |
| Impact of extreme temperature changes (Drought) |
Long-term risk/physical risk Product / Service | Operation/market risks | Short-/Mid-/Long-term | High | |
| Impact from policy and regulations | Policy risks | New energy | Operational/market/policy risks | Short term | Medium |
| Global economic changes | Market risk | Market | Market risk | Short-/Mid-/Long-term | Medium |
| Investment target impact | Market risk | Market | Market risk | Short term | Medium |
Definition of impact time: Short-term is within 3 years (inclusive); Medium term is more than 3 years to 10 years (inclusive); And long term is more than 10 years
3. Describe the financial impact of extreme weather events and transformative actions.
Synnex is a channel distributor, and the physical risks and transformative risks brought by climate change, have no potentially significant financial impact on the Company. If water and electricity consumption increases due to global warming, it has been evaluated that if water and electricity bills increase by 10%, the operating expense rate will only increase by 0.002%. Other potential risks have no significant impact as the Company has already implemented relevant response mechanisms.
| Type | Aspect | Topics | Description of potential risk | Expected impact time frame |
Potential financial impact |
Response strategies |
|---|---|---|---|---|---|---|
| Physical risk |
Global warming |
Increased use of electricity or water |
Increased use of electricity or water due to climate warming may result in increased operating costs. |
Mid- /Long-term |
Increased costs But no significant impact |
1. Promote energy conservation and carbon reduction measures at our operating sites 2. The new headquarters building has adopted a composite glass curtain system with a built-in sun tracker system that automatically adjusts lighting and air-conditioning to conserve energy, aiming to achieve the LEED Gold certificate. 3. Actively replace and upgrade office equipment in various operating sites; new offices will all use wireless phones, wireless Internet, and LED lighting, etc. |
| Implementation status | Deviations from the Sustainable Development |
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|---|---|---|---|---|---|---|---|---|
| Promotion item | Yes No |
Summary | Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|||||
| Type | Aspect | Topics | Description of potential risk | Expected impact time frame |
Potential financial impact |
Response strategies | ||
| Physical risk |
Extreme climate events |
Disruptions in supply chain |
As climate change intensifies, the occurrence of extreme weather events also increases. This may lead to disruptions in our supply chain that will cause delays in delivery, which may decrease our revenue and damage our reputation. |
Mid-term | Decline in revenue But no significant impact |
1. Develop various emergency response standard operating procedures (SOPs) 2. A remote backup mechanism has been established to prevent business operations from being interrupted by climate change or other factors. |
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| Continued development of climate Policy and change regulations related policies and actions Green supply chain Supply chain Transition management risk Transferred in costs from suppliers Reputation Reputation risk management |
To limit any adverse effects that may contribute to climate change and to promote adaptation to climate change, related policies and regulations may increase the Company's operating costs. As losses from climate change increase, the risk of climate-related litigation may also increase accordingly. |
Mid-term | Increased operating costs Increase in penalties and litigations But no significant impact |
1. Establish an internal inventory of electricity and water consumption, carbon emissions, and other data, and regularly inspect the effectiveness of environmental protection measures 2. Actively undertake stakeholder engagements including discussion with the competent authority and relevant organizations, and pay close attention to changes in domestic and foreign laws and regulations |
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| Our supply chain jointly pursues green sustainability, and greenhouse gas reduction management has become a necessary evaluation criteria in the procurement process. It is SYNNEX's responsibility to satisfy the needs of our customers and to seize the ESG trends together with customers. |
Mid-term | Increased costs But no significant impact |
1. Plan to obtain ESG-related third-party assurance/verification 2. Plan to deploy applicable international standards (such as ISO) |
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| Transition risk |
1. The business model in our supply chain is shifting to direct price negotiation between the original manufacturer and The impact of climate change has downstream customers, so that costs will be directly Increased led to an increase in the overall transferred to the downstream. The operations and services costs But no operating costs of the supply chain, Long term provided by Synnex can mitigate the increase in the overall significant affecting product circulation operating cost of the supply chain. impact efficiency and industry profitability. 2. Optimize investment portfolio of digital products and services 3. Purchase from multiple brands and expand business scale 4. Improve the flexibility of the overall supply chain |
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| Failure to actively address stakeholders' issues of concern related to climate change will affect the Company's image and credibility |
Long term | Decreased revenue But no significant impact |
1. Establish communication channels to respond to issues or needs that stakeholders are concerned about, and turn them into driving forces for the Company's development towards a sustainable and green enterprise. |
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| Technology risk |
Support low carbon, high performance technological improvements and innovations |
There may be lower-carbon substitute products or services, or an increase in operating costs by switching to low-carbon technologies and renewable energies |
Mid- /Long-term |
Increased operating costs But no significant impact |
1. Promote the digitization of operational processes (digital signature, digital operations, electronic invoices) 2. Continue to promote low-carbon operations, implement cardboard box recycling and reuse, and digitization of operations |
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| Type | Aspect | Topics | Description of potential opportunities |
Expected impact time frame |
Potential financial impact |
Response strategies | ||
| Increased customer demand for low-carbon products and services |
Implement connectivity of digital information in the service process to integrate the upstream, midstream and downstream supply chain into a highly digitalized and energy-saving green supply chain and satisfy the needs of vendors and customers for low-carbon services, thereby achieving coexistence, synergy, and co-prosperity in the industry ecosystem! |
Mid-term | Increased revenue |
1. Launch the Management Service Platform (MSP) 2. Synnex actively plays the role of a digital integrator, providing exclusive customized apps for hundreds of vendors, customers, and partners. We have also expanded our digital connectedness to financial service providers, logistics service providers, etc. to provide various business opportunity development services and business operations, and information analysis and management services and more. Our services help to boost the operational efficiency of the industrial chain, thereby further reducing resource wastage and carbon emissions in supply chain operations. 3. Build digital service platforms to meet various types of business |
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| Products and services |
Supply chain sustainability |
By emphasizing supply chain sustainability and operational resilience, we will build a cloud warehouse operation mechanism that reduces carbon emissions and conserve energy through maximizing resource utilization efficiency. |
Short-chain logistics has become a prominent part of the supply chain. By reducing the physical logistics nodes in the upstream and downstream of the supply chain and simplifying the supply chain process, we are striving toward optimizing the efficiency of the use of the planet's resources, and this is also an excellent opportunity for Synnex to seize important logistics resources. |
Mid-term | Decreased costs Increased revenue |
1. Information transparency: By comprehensively connecting the value information in business operation, important business information such as transaction flow, cargo flow, and cash flow are made clear and transparent, allowing cloud warehouse participants to instantly and comprehensively grasp important information such as inventory movements, sales trends, market supply distribution, and service progress. 2. Mutual benefits in cloud warehouse: The "cloud warehouse mechanism" is focused on resource sharing and mutual benefit. By gathering the necessary logistics needs of supply chain participants to share warehousing space and distribution resources, cloud warehouse participants are able to share the operational benefits and resource utilization benefits brought by economies of scale. The seasonal effects can be offset between different participants, thus greatly improving the flexibility of warehousing use. 3. Energy-saving logistics: Focus on managing "cargo rights", and managing accounts rather than moving the goods around to reduce transportation, thus saving energy and reducing carbon emissions 4. Direct delivery of goods: Goods are delivered directly to consumers, solving the multi-node logistics of traditional transaction models and significantly reducing order processing time, distance and logistics costs. 5. Automate business processes and eliminate inefficient manual work through interconnecting internal system information. 6. Advocate for agile operating policies; use AI analysis to remove inefficient businesses and focus resources on high performance businesses |
| Implementation status | Deviations from the Sustainable Development |
|||||||
|---|---|---|---|---|---|---|---|---|
| Promotion item | Yes | No | Summary | Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
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| product requirements and supervision, low-carbon t management. | 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. GHG emissions, | |||||||
| ⚫ ⚫ |
operating risks as well as the level of risks. (1) Evaluation method (2) Material risk management (3) Implementation status (4) Climate-related risk evaluation process |
company-level risk (when a risk poses substantial and significant financial impact). low-carbon operations and environmental sustainability. decision of local management; they also make reports to the headquarters unit on a regular basis. |
The Company integrates the identification of risks and opportunities on climate issues with the ISO 14001 process to effectively integrate the risk management system. The Company engages in annual internal and external risk evaluation on environmental issues. All risk units under the Risk Management Team jointly collect information on relevant climate risk issues, which serves as the basis of the risk evaluation. All risk units will review and assess the correlation between each issue and the Company's Risk scenario analysis is conducted with reference to the TCFD reporting recommendations, and the main concerns are transformation risks (policies and regulations/supply chain management) and physical risks (climate warming and extreme climate events); When the financial impact is significant, it is classified as a For events that are judged as company-level risks, corresponding management plans must be prepared to reduce the losses caused by such risks. After analyzing all possible management plans and formulating indicators, which can be divided into risk elimination, risk reduction, and risk diversification, etc., meetings will be held to determine the final plan of action. These management plans are all regularly supervised and integrated into the Group's multi-faceted risk management. The Company actively supports the Task Force on Climate-related Financial Disclosures (TCFD). It has disclosed annual work-in-progress and results according to the TCFD's recommended framework since 2019, and officially signed on as a supporter in October 2021 to continue to promote climate governance to achieve The Group adheres to the TCFD framework. Our operation and monitoring unit is the Logistics Quality Management Division of the group headquarters. Each operation and operation base must regularly review the on-site operation standards and, implement various improvement and control operations under the |
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| Internal issues, external issues, stakeholder engagement, issue collection | ||||||||
| Identification of risks and opportunities | ||||||||
| Risk evaluation | ||||||||
| Financial impact, risk type (physical/transformation), impact time (short/medium/long-term), affected objects in the value chain, risk likelihood, risk factor identification |
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| Material risk Non-material risk |
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| Risk management plan/setting indicators | Management plan/management measures | |||||||
| Monitoring and tracking |
- 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described: N/A.
- 6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks: N/A.
7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated: N/A.
8. If climate-related goals are set, information such as the activities covered, the scope of greenhouse gas emissions, the planning period, and annual achievement progress should be explained; if carbon credits or renewable energy certificates () are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified.
Synnex Group is a channel integration service provider for the high-tech industry. It is a low-energy-consuming and non-manufacturing enterprise, and most of our energy consumption is concentrated in energy usage in offices and storage centers.
Although the absolute amount of energy that can be controlled is limited, as corporate citizens, we are fully aware that it is our responsibility to mitigate and adapt to the threat of climate change. Therefore, one of our most important goals is to strive to conserve electricity and use low-energy solutions.
(I) Since 2022, Synnex's parent company in Taiwan has achieved verification by the third-party certification agency BSI, continues to obtain ISO14064-1 designation, and is even more focused on controlling operational carbon emissions.
As of 2024, the Taiwanese parent company's Category 1 and Category 2 carbon emissions have achieved a significant 24% reduction compared to the baseline year of 2022.
(II) Starting from 2024, Synnex expanded the self-inventory scope to include carbon emissions from subsidiaries in the consolidated financial statements, and the baseline year for the Group's emissions inventory was set at 2023.
Synnex Group's recent climate goals: Control the temperature rise at below 2°C.
The goal is to reduce the Group's Category 1 and Category 2 carbon emissions by 25% by 2030 compared to the baseline year of 2023.
At the same time, we review key plans for the following year and achieve carbon emission reduction goals on an annual basis.
9. Greenhouse gas inventory and assurance, reduction targets, strategies and specific action plans
1-1Greenhouse Gas Inventory and Assurance Status in the Past Two Years
1-1-1 Information on greenhouse gas inventories
Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NTD million) and data coverage of greenhouse gases in the past two years.
- (I) The Taiwanese parent company of Synnex Group has deployed and completed ISO14064-1 greenhouse gas inventory since 2022. Please refer to the table below for certified emissions.
- (1) Parent company began self-inventories in 2022 and verified its greenhouse gas usage and emissions through a third-party verification agency.
- (2) The subsidiaries within the consolidated financial statements began to conduct their own emissions inventories starting from 2024.
Promotion item
| Yes | No | Summary | Companies and reasons | |||||
|---|---|---|---|---|---|---|---|---|
| Year | 2023 | 2024 | ||||||
| Item (Unit) | Emission volume | Intensity | Emission volume | Intensity | ||||
| Metric tons CO2e | Metric ton CO2e / NT\$ million revenue |
Metric tons CO2e | Metric ton CO2e / NT\$ million revenue |
|||||
| Taiwanese | Category 1 | Direct GHG emissions | 1,485.3184 | 1,351.9301 | ||||
| parent company |
Category 2 | Indirect GHG emissions | 1,886.4435 | 1,508.8446 | ||||
| Subtotal | 3,371.7619 | 2,860.7747 | ||||||
| All subsidiaries | Category 1 | Direct GHG emissions | 852.3595 | 989.7518 | ||||
| included in the consolidated financial report |
Category 2 | Indirect GHG emissions | 3,506.4372 | 3,258.9791 | ||||
| Subtotal | 4,358.7967 | 4,098.6842 | ||||||
| Total | 7,730.5586 | 0.0195 | 7,109.5056 | 0.0163 |
The Group's total carbon emissions (Taiwanese parent company and all subsidiaries in the consolidated financial statements) decreased by 8% in 2024 compared to 2023, with a total reduction of 621.0530 metric tons of CO2e.
(II) Scope of emissions covered in the assurance: Synnex Taiwanese parent company has a total of 5 locations
(1) Synnex Group-Taipei Headquarters, includes subsidiaries Synergy Intelligent Logistics Corp., Synergy Intelligent Technology Co., Ltd., Seper Technology Corp., and E-Fan Investments CO., LTD.
- (2) Synnex Technology International Corp. Linkou, including subsidiary Synergy Intelligent Logistics Corp.
- (3) Synnex Technology International Corp. Hsinchu, includes subsidiaries Synergy Intelligent Logistics Corp. and Bestcom Infotech Corp.
- (4) Synnex Technology International Corp. Taichung, includes subsidiaries Synergy Intelligent Logistics Corp. and Bestcom Infotech Corp.
- (5) Synnex Technology International Corp. Kaohsiung, includes subsidiary Bestcom Infotech Corp.
1-1-2 GHG Assurance Information
- (I) Description of assurance
- (1) Starting from 2024, the parent company should disclose the greenhouse gas inventory verification of the previous year (2023) in the annual report it announces. The Company has taken the initiative to move this timeline up to 2022, in which we obtained assurance from third-party verification agency and disclosed the assurance status in our Sustainability Report.
- (2) Starting from 2025, subsidiaries included in the consolidated financial statements should disclose in their annual reports the greenhouse gas inventory information for the previous year (2024) and disclose the greenhouse gas reduction targets, strategies and specific actions for the current year (2025). They should also disclose the verification information and assurance status of the previous year (2026) starting in 2027.
The Taiwanese parent company of Synnex Group has deployed ISO14064-1 since 2022, and the BSl was commissioned to carry out third-party external verification and to continue to obtain certification in each year.
The verification operations and scope follow ISO14064-1:2018, which standardizes the quantification and reporting of greenhouse gas emissions and removals at the organizational level (Greenhouse gases - Part 1: Specification with guidance at the organization level for quantification and reporting of greenhouse gas emissions and removals).
The scope of the verification is the Taiwanese parent company of Synnex Group (For details, please refer to 1-1-1 Description of Boundaries)
The verification assurance level is set as: Direct emissions and indirect energy emissions are at reasonable guaranteed levels; Others are set for limited guarantee levels.
To confirm the scope and organization, please refer to 1-1-1
(II) Assurance opinion
Synnex Headquarters is expected to move to new building in Nangang in Q3 2024. The scope of emissions and the baseline year will be reset, and the scope of activities and equipment to be replaced at the previous location must be noted.
The implementation status of greenhouse gas inventory of the Company and certain subsidiaries included in the consolidated financial statements in the past two years is as follows:
| Scope of emissions covered by the assurance: | 2023 emissions | 2024 emissions | |
|---|---|---|---|
| Taiwanese parent company | (Metric tons CO2e) | (Metric tons CO2e) | |
| Category 1: Direct GHG emissions | 1,485.3184 | 1,351.9301 | |
| Category 2: Indirect GHG emissions | 1,886.4435 | 1,508.8446 | |
| Total | 3,371.7619 | 2,860.7747 | |
| Ratio accounted in preceding inventories disclosed in 1-1-1 |
100% | 100% | |
| Assurance body | BSI | BSI | |
| Description of assurance | ISO14064-1 Direct emissions and indirect emissions are at reasonable guaranteed levels |
ISO14064-1 Direct emissions and indirect emissions are at reasonable guaranteed levels |
|
| Assurance opinion/conclusion | None | None | |
| Certain subsidiaries in consolidated financial statements |
2023 emissions | 2024 emissions | |
| Category 1: Direct GHG emissions | |||
| Category 2: Indirect GHG emissions | |||
| Total | |||
| Ratio accounted in preceding inventories disclosed in 1-1-1 |
0% | 0% | |
| Assurance body | |||
| Description of assurance | Not yet introduced, researching for an assurance agency and we are expected to execute 2026 data assurance in 2027 |
||
| Assurance opinion/conclusion |
| Describe the baseline year for greenhouse gas reduction and its data, reduction goals, strategies, specific action plans and current achievement of reduction goals. | |
|---|---|
| (I) | Baseline year for GHG reductions and reduction goals |
| As of 2024, the Category 1 and Category 2 carbon emissions of Synnex's parent company in Taiwan have achieved a 24% reduction compared to the baseline year of 2022, showing a reduction volume of 510.9872 metric tons CO2e compared with the previous year. |
|
| And starting from 2024, Synnex expanded the self-inventory scope to include carbon emissions from subsidiaries in the consolidated financial statements. Hence, the baseline year for the Group's emissions inventory was set at 2023. |
|
| Synnex Group's recent climate goals: Control the temperature rise well below 2°C. | |
| We expect to achieve the goal of reducing the Group's Category 1 and Category 2 carbon emissions by 25% by 2030 compared to the baseline year of 2023 through the following reduction strategies. |
|
| (II) | Greenhouse gas reduction strategies and specific action plans |
| (1) The Taiwanese parent company of Synnex Group has deployed ISO14064-1 greenhouse gas inventory at operating sites since 2022. It has been certified by external assurance body and continues to obtain certificates every year. |
|
| (2) In 2024, we voluntarily completed inventory of Taiwan subsidiaries and overseas subsidiaries in: China, Hong Kong, Australia, New Zealand GHG emissions inventory at the above-mentioned sites. |
|
| (3) The headquarters was moved to the new Nangang building in August 2024. | |
| The new Nangang Building uses smart energy-saving design to achieve green building design and to continuously evolve. | |
| 1. The "Four No" Designs in Office Areas: Touchless, wireless, paperless, and waste-free space (garbage is moved to the garbage collection point at kitchens, reducing garbage and waste). |
|
| 2. DOAS intelligent elevator dispatching system is used. The intelligent calculation dispatches the closest elevator, while taking into account transportation efficiency, energy conservation, and security. |
|
| 3. All air conditioners are turned on and off on a timed basis to avoid operating in empty rooms to save electricity. |
|
| 4. The office is equipped with a 32 cm thick "Double Skin" glass curtain system to directly extract hot air to the outside. Achieves a high thermal insulation effect that maximizes energy saving. |
|
| 5. The automated sun-tracking blinds can automatically open and close and varies according to the different times of sunrise and sunset and the angle of sunlight, thus achieving good heat insulation effect when combined with the above-mentioned glass curtain system. The heat recovery ventilation in the office area can further reduce energy consumption from air conditioning, achieving energy conservation and carbon reduction. |
|
| 6. Lighting and air conditioning is controlled centrally to improve energy management efficiency and save energy. |
|
| (4) Evaluate Synnex's overseas subsidiary in Australia and install solar panels to store and generate electricity and achieve circular use. | |
| (5) Continuously conduct inventories on the Company's energy-consuming equipment, and to replace old and worn equipment based on energy conservation and carbon reduction goals. |
|
| (III) Current reduction achievement status | |
| The Group will continue to digitize operations to achieve energy conservation and carbon reduction. Develop smart warehousing systems and smart transportation scheduling to effectively improve operational efficiency, reduce waste, and improve efficiency. |
|
| The energy-saving and emission-reduction projects will be gradually promoted from Synnex's parent company in Taiwan to all branches of the Group at home and abroad. |
|
| Water usage from Taiwanese parent company: In 2024, water use has decrease by 17% compared with 2023, and the total volume was reduced by 3,288 metric tons. |
|
| Achievements in operational waste reduction, recycling, and reuse at Taiwanese parent company: In 2024, waste has decrease by 5% compared with 2023, and the total volume was reduced by 9 metric tons. |
|
| Carton re-use and recycling at Taiwanese parent company: 72,372 in total in 2024, accounting for 18% | |
| Group operational carbon reduction achievement: | |
| The Group's total carbon emissions decreased by 8% in 2024 compared to 2023, with a total reduction of 621.0530 metric tons of CO2e. | |
| In 2024, Category 1, total direct greenhouse gas emissions, has decreased by 6% compared with 2023, showing a total reduction of 4.0040 metric tons CO2e. | |
| In 2024, indirect greenhouse gas emissions from energy input, or Category 2 emissions, have decreased by 12% compared to 2023, with a total reduction of 625.0570 metric tons CO2e. |
Implementation status
Yes No Summary
Promotion item
(VI) Implementation of ethical corporate management and measures and departure from "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and reasons
| Deviations from Corporate Governance |
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|---|---|---|---|---|---|---|
| Assessed areas | Yes | No | Summary | Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||
| I. Establishment of ethical corporate management policy and approaches (I) Has the Company implemented a board-approved ethical corporate management policy and stated in its regulations and external correspondence the ethical corporate management policy and practices, as well as the active commitment of the Board of Directors and management towards enforcement of such policy? |
V | (I) | The Company's Board of Directors has passed and established the "Ethical Corporate Management Best Practice Principles" on March 17, 2011, passed the revisions in response to the regulations on March 16, 2015 and March 13, 2020, which have already been disclosed on the Company's website: In addition, since 2013, the Company's sustainable development report has been issued annually, conveying the Company's efforts and contributions to fulfilling social responsibilities to stakeholders. The Group's senior management and the members of the Board of Directors are responsible for supervising business conduct while the upholding of the concept of integrity in order to create an operational environment that is conducive to sustainable development. |
In compliance with the concept and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies". |
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| (II) Does the Company have mechanisms in place to assess the risk of unethical conduct, and perform regular analysis and assessment of business activities with higher risk of unethical conduct within the scope of business? Does the Company implement programs to prevent unethical conduct based on the above and ensure the programs cover at least the matters described in Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? |
V | (II) | In the "Ethical Corporate Management Best Practice Principles", the Company clearly establishes the prevention of unethical conduct such as bribery and accepting bribes, offering or accepting improper benefits, offering or promising facilitation fees, offering illegal political donations, engaging in unfair competition, providing improper charitable donations or sponsorships, disclosing confidential information, and damaging the rights and interests of stakeholders. The Company has taken preventive measures and conducted education and promotion to implement the ethical corporate management policy. |
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| (III) Does the Company provide clearly the operating procedures, code of conduct, disciplinary actions, and appeal procedures in the programs against unethical conduct? Does the Company enforce the programs above effectively and perform regular reviews and amendments? |
V | (III) | The Company set up the "whistleblowing system" on December 12, 2018. The disciplinary actions and complaint systems are established to prevent bribery and taking bribes and prohibit providing illegal political contributions, improper charitable donations or sponsorship, and offering or accepting unreasonable gifts, entertainment, or other improper benefits for the operating activities stated in Article 7 Paragraph 2 of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies" or other business activities subject to higher risk of fraud. In December 2024, a total of 954 current employees in Taiwan were given online courses on insider trading prevention and control, with the following course outline: Insider trading concepts and regulations, legal liability and civil liability cases, and slide show files are uploaded onto the Company's internal system for employees to read and inquire. Newly-appointed directors and managers provide relevant information on norms to promote prevention of insider trading when they take office. In order to prevent insiders from violating relevant laws and regulations on securities trading, we inform insiders of the common violations listed in the letters and documents of the Taiwan Stock Exchange from time to time, and remind them that they shall handle them in accordance with the regulations. |
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| II. Full Implementation of Ethical Management Principles (I) Does the Company evaluate the integrity of all counterparties it has business relationships with? Are there |
V | (I) | The contract signed with important suppliers of the Company already contain a commitment to integrity clause. |
In compliance with the concept and implementation of the |
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| any integrity clauses in the agreements it signs with business partners? (II) Does the Company have a dedicated unit responsible for business integrity under the board of directors which reports the ethical management policy and programs against unethical conduct regularly (at least once a year) to the |
V | (II) | On July 5, 2022, the Company established an Ethical Corporate Management Team, in which the Group CEO serves as its convener. Based on the duties and scope of each unit, the Ethical Corporate Management Team is responsible for assisting the Board of Directors and management in formulating and supervising the implementation of preventive measures under the ethical corporate management policy. |
"Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies". |
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| board of directors while overseeing such operations? (III) Has the Company established policies to prevent conflicts of interests, implemented such policies, and provided adequate channels of communications? |
V | (III) | The Ethical Corporate Management Team reported the situation of its operations to the Board of Directors on November 4, 2024. The Company has established the ethical corporate manage ment best practice principles and whistleblowing system, which have clearly defined the policy to prevent conflicts of interest and all units are required to implement it. The Company and the Company's website provide unobstructed channels for employees to express their opinions. Moreover, situations where a proposal at a given the Company's Board of Directors meeting concerns the personal interest of any of the directors have been processed in accordance with the relevant director conflicts of interest |
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| (IV) Does the Company have effective accounting and internal control systems in place to implement business integrity? Does the internal audit unit follow the results of unethical conduct risk assessments and devise, to audit the systems accordingly to prevent unethical conduct, or hire outside accountants to perform the audits? |
V | (IV) | regulations of the Rules of Procedure for Board of Directors Meeting. The Company has established and follows effective accounting systems and internal control systems, and conducts reviews regularly so as to ensure that the design and enforcement of the systems continue to be effective. The Company's internal audit unit shall regularly and irregularly review the status of the Company's internal control systems compliance and prepare audit reports for submission to the Board of Directors. |
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| (V) Did the Company regularly provide internal and external training programs on integrity management? |
V | (V) | We held diversified advocacy courses on ethical corporate management, promoted core concepts through smartphone applications, conducted internal and external promotion of ethical corporate management, anti-corruption and sustainable management, and placed briefing files in the Company's internal system for employees to review and reference. |
| Implementation status | Deviations from Corporate Governance |
|||
|---|---|---|---|---|
| Assessed areas | Yes | No | Summary | Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
| III. Operation of whistleblowing system (I) Has the Company established concrete whistleblowing and reward system and have a convenient reporting channel in place, and assign an appropriate person to communicate with the accused? (II) Does the Company have in place standard operating procedures for investigating and processing reports, as well as follow-up actions and relevant post-investigation confidentiality measures? (III) Did the Company adopt measures for protecting the whistleblower from improper treatment or retaliation? |
V V V |
(I) The Company has established the whistleblowing system, formulated the reporting and reward mechanism, and established and announced an internal independent reporting mailbox for internal and external personnel to use. The Risk & Management & Planning Div. processes and investigates the reported cases. (II) The Company has established a whistleblowing system and created an independent reporting mailbox for processing the whistleblowing procedures. the Company has also established standard operating procedures for investigating reported cases and related confidentiality mechanism to ensure the confidentiality of investigation operations and audit documents of the reported cases. (III) The identity of the whistleblower and the content of the report shall be kept confidential, and no information sufficient to identify the whistleblower shall be disclosed. The whistleblower shall not be terminated, dismissed, demoted, reduced in salary, or have her legal rights, contractual rights, or customary rights and interests harmed, or otherwise be placed at a disadvantage due to the case reported by the whistleblower. The relevant personnel who processes the reported case shall strictly |
In compliance with the concept and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies". |
|
| IV. Enhancing information disclosure Has the Company disclosed its integrity principles and progress onto its website and MOPS? V. |
V | keep secret the identity of the informer and the contents of the report. The Company shall impose internal penalties according to the seriousness of the circumstances on those in violation of the previous two provisions. The Company has established the Ethical Corporate Management Best Practice Principles and disclosed the principles in the "Corporate Governance" section of the Market Observation Post System, as well as the Company's website https://www.synnex grp.com/tw/hoest-business. the Company also discloses the operations of the Ethical Corporate Management Best Practice Principles in the annual reports. The Company shall establish its own Ethical Corporate Management Best Practice Principles based on the "Ethical Corporate Management Best Practice Principles for |
In compliance with the concept and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies". |
TWSE/TPEx-Listed Companies" and clearly articulate the differences between its operations and the established code: The Company has established our Ethical Corporate Management Best Practice Principles and is in compliance with the concept and implementation of the "Ethical Corporate
Management Best Practice Principles for TWSE/TPEx-Listed Companies". VI. Other important information to facilitate a better understanding of the Company's implementation of ethical corporate management: (such as review and amendment of ethical
management rules) 1. In response to the amendments to the laws and regulations, the Company's "Ethical Corporate Management Best Practice Principles" has been submitted to the Board of Directors on March 13, 2020 for discussion and revision to enhance the effectiveness of the Company's integrity management.
- The Company has defined the system for recusal of directors for conflict of interests in the Rules and Procedures for Board of Directors Meetings. If a director, or a corporate entity that the director represents, is considered an interested party in the discussed agenda, a full disclosure is required during the current meeting session. The director shall recuse himself/herself from all discussions and voting if it is in conflict against the Company's interests. In which case, the director shall not exercise voting rights on behalf of other directors.
(VII) Other significant information which may improve the understanding of the implementation of corporate governance:
Please refer to Synnex's website: https://www.synnex-grp.com/tw
(VIII) Status of implementation of internal control system:
The information can be found in the "Corporate Governance" section of the Market Observation Post System at https://mops.twse.com.tw/
(IX) Important resolutions of Shareholders' Meeting and Board of Directors:
⚫ Shareholders' Meetings
| Date of meeting |
Summary of important resolutions | Result | Implementation status | ||
|---|---|---|---|---|---|
| 1. Approved 2023 financial statements. | Adopted. | Complied with the resolution. | |||
| 2. Approved 2023 earnings distribution. Shareholder's dividend: NT\$3.0 cash dividend per share. |
Adopted. | Set June 30, 2024 as the record date for distribution of cash dividends, and distributed cash dividends on July 19, 2024. |
|||
| 2024.05.31 | 3. Partial revision of the Company's Articles of Incorporation. |
Adopted. | Uploaded on the Company's website and processed in accordance with the amended Articles of Incorporation and Rules of Procedure for Shareholders' Meetings. |
||
| 4. Partial revision of the "Procedures for Derivatives Transactions". |
Adopted. | Uploaded on the Company's website and executed in accordance with the amended Procedures for Engaging in Financial Derivative Transactions. |
|||
| 5. Discussion on partial revision of the "Rules of Procedure for Shareholders' Meetings". |
Adopted. | Uploaded on the Company's website and processed in accordance with the amended Rules of Procedure for Shareholders' Meetings. |
⚫ Board of Directors
| Date of meeting |
Summary of important resolutions | Result |
|---|---|---|
| 1. 2024 operating plan of the Company. | Adopted by all the present directors without objection | |
| 2. Declaration on Internal Control. | Adopted by all the present directors without objection | |
| 3. Partial revision of the Company's Articles of Incorporation. | Adopted by all the present directors without objection | |
| 4. Partial revision of the "Procedures for Derivatives Transactions." | Adopted by all the present directors without objection | |
| 5. Discussion on partial revision of the "Rules of Procedure for Shareholders' Meetings." | Adopted by all the present directors without objection | |
| 6. Partial revision of the "Procedures for Related Party Transactions." | Adopted by all the present directors without objection | |
| 7. The Company's 2023 payment of the remuneration to the employees and Directors. | Adopted by all the present directors without objection | |
| 8. The Company's 2023 financial statements. | Adopted by all the present directors without objection | |
| 2024.03.13 | 9. 2023 Business Report. | Adopted by all the present directors without objection |
| 10.The Company's 2023 earnings distribution proposal. | Adopted by all the present directors without objection | |
| 11.Authorization of the Chairman to determine the Company's 2023 cash dividend distribution base date. | Adopted by all the present directors without objection | |
| 12.To re-elect the directors. | Adopted by all the present directors without objection | |
| 13.List of candidates for directors and independent directors passed by the Board of Directors. | Adopted by all the present directors without objection | |
| 14.Discussion on releasing directors of the Company from non-competition restrictions. | Adopted by all the present directors without objection | |
| 15.Convention of the 2024 annual shareholders' meeting. | Adopted by all the present directors without objection | |
| 16.Proposal to evaluate the independence and competence of CPAs. | Adopted by all the present directors without objection | |
| 2024.05.09 | 1. The Company's consolidated financial report for Q1 2024. | Adopted by all the present directors without objection |
| 1. Elected Director Miau, Matthew Feng Chiang as Chairman. | Adopted by all the present directors without objection | |
| 2. Appointment of members of the Remuneration Committee. | Adopted by all the present directors without objection | |
| 2024.05.31 | 3. Proposal for retroactive adjustment of the date of effect for independent director Chung, Hui-Min, who within three months from the date of election, has signed an industry-university cooperation and academic feedback mechanism contract with National Yang Ming Chiao Tung University. |
Adopted by all the present directors without objection |
| 1. The Company's 2023 Sustainability Report. | Adopted by all the present directors without objection | |
| 2024.08.08 | 2. The Company's consolidated financial report for Q2 2024. | Adopted by all the present directors without objection |
| 2024.09.24 | 1. Change of business registration address of the Company. | Adopted by all the present directors without objection |
| 1. Proposed amendment to the Rules and Procedures for Board of Directors Meetings. | Adopted by all the present directors without objection | |
| 2. Proposal to amend the Company's Audit Committee Charter. | Adopted by all the present directors without objection | |
| 3. The Company's 2025 audit plan. | Adopted by all the present directors without objection | |
| 2024.11.04 | 4. Proposal to formulate the "Sustainable Information Management Procedures" and "Sustainable Information Management Audit". |
Adopted by all the present directors without objection |
| 5. The Company's consolidated financial report for Q3 2024. | Adopted by all the present directors without objection | |
| 6. The loan to Seper Technology Corp. | Adopted by all the present directors without objection | |
| 7. The loan to SYNNEX GLOBAL LTD. | Adopted by all the present directors without objection | |
| 8. The company's 2025 remuneration plan for managers. | Adopted by all the present directors without objection | |
| 1. 2025 operating plan of the Company. | Adopted by all the present directors without objection | |
| 2. Declaration on Internal Control. | Adopted by all the present directors without objection | |
| 3. The Company's scope of grass-roots employees. | Adopted by all the present directors without objection | |
| 4. Partial revision of the Company's Articles of Incorporation. | Adopted by all the present directors without objection | |
| 5. The Company's 2024 payment of the remuneration to the employees and Directors. | Adopted by all the present directors without objection | |
| 2025.03.12 | 6. The Company's 2024financial statements. | Adopted by all the present directors without objection |
| 7. 2024 Business Report. | Adopted by all the present directors without objection | |
| 8. The Company's 2024 earnings distribution proposal. | Adopted by all the present directors without objection | |
| 9. Authorization of the Chairman to determine the Company's 2024 cash dividend distribution base date. | Adopted by all the present directors without objection | |
| 10.Convention of the 2025 annual shareholders' meeting. | Adopted by all the present directors without objection | |
| 11.Proposal to evaluate the independence and competence of CPAs. | Adopted by all the present directors without objection |
Note: The above specified only partial information of the meetings of the Board of Directors and Shareholders; the information disclosed here only includes the information that the Company believes may have significant impact on investors.
(X) Director objections
For the Company, in 2024 and in 2025 up to the date of this year's annual report, no Directors had different opinions.
III. Information on CPAs
(I) Information on Fees to CPAs:
Unit: NT\$ thousand
| Name of accounting firm | Name of Accountants |
Accountant's duration of audit |
Audit fee | Non-audit fee (Note 2) |
Total | Remarks |
|---|---|---|---|---|---|---|
| PwC Taiwan | Huang, Shih Chun Liang, Yi Chang |
2024.01.01~2024.12.31 | 21,110 | 6,555 (Tax services 5,940, others 615) |
27,665 | None |
Note 1: It includes service fees for domestic and overseas subsidiaries.
Note 2: Non-audit fee service content: (1) GCD project
(2) Corporate main file, and country report project services.
- (3) Tax audit and consulting services
- (4) Tax declaration services for concurrent business operators
(5) Social responsibility report assurance services
(6) ISO27001 Information Security consulting services
Note 3: If the Company changes accounting firm and the amount of audit fee paid is less than that in the year before, the amount and reason of audit fees before and after the change: None.
Note 4: If the audit fees decreased more than 10% from that of the prior year, the amount, percentage, and reasons for the decrease in audit fees shall be disclosed: None.
(II) Information on the change of CPAs: None.
(III) The Chairman, president, and financial or accounting manager of the Company who had worked for the CPA or the affiliate in the past year: None.
IV. Changes in shareholdings of Directors, Supervisors, managers, and principal shareholders
Please refer to the "Directors, Supervisors, Managers and Major Shareholders with Equity Differences of 10% or More" section of the Market Observation Post System (MOPS) at https://mopsplus.twse.com.tw/mops/#/web/IRB110
V. The relationships between the top ten shareholders:
| 2025.03.31 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Shares held in this person's name |
Shares held by spouse and underage children |
Total shareholding by nominee arrangement |
Titles, names and relationships between top 10 shareholders (related party, spouse, or kinship within the second degree according to SFAS No. 6). |
Remarks | ||||
| Shares | Percentage of shares |
Shares | Percentage of shares |
Shares | Percentage of shares |
Name | Relationship | ||
| MiTAC Inc. Representative: Miau, Matthew Feng Chiang |
260,521,054 | 15.62 | - | - | - | - | Miau, Matthew Feng Chiang Lien Hwa Industrial Holdings Corp. |
Chairman The Chairman himself |
|
| Yuanta Taiwan Dividend Plus ETF account |
85,479,755 | 5.12 | - | - | - | - | - | - | |
| Fuh Hwa Taiwan Technology Dividend Highlight ETF Securities Investment Trust Fund Account with Taipei Fubon Commercial Bank Co., Ltd. acting as custodian |
60,915,000 | 3.65 | - | - | - | - | - | - | |
| Lien Hwa Industrial Holdings Corp. Representative: Miau, Matthew Feng Chiang |
59,526,125 | 3.57 | - | - | - | - | Miau, Matthew Feng Chiang MiTAC Inc. |
Chairman The Chairman himself |
|
| Morgan Stanley Capital International managed account with HSBC (Taiwan) acting as custodian bank |
54,528,801 | 3.27 | - | - | - | - | - | - | |
| Yuanta Taiwan Value High Dividend ETF Securities Investment Trust Fund Account with Hua Nan Commercial Bank Ltd. acting as custodian |
36,197,000 | 2.17 | - | - | - | - | - | - | |
| Tu, Shu-Wu | 36,156,381 | 2.17 | 1,587,245 | 0.10 | - | - | Rong Syuan Investments Co., Ltd. Representative Tu, Ying-Hsuan |
First-degree relative | |
| Rong Syuan Investments Co., Ltd. Representative: Tu, Ying-Hsuan |
35,970,086 | 2.16 | - | - | - | - | Tu, Shu-Wu | First-degree relative | |
| Yuanta Taiwan High Dividend Low Volatility ETF |
32,569,000 | 1.95 | - | - | - | - | - | - | |
| Miau, Matthew Feng Chiang | 28,452,004 | 1.71 | - | - | - | - | MiTAC Inc. Lien Hwa Industrial Holdings Corp. |
Chairman Chairman |
VI. Comprehensive shareholding ratio of investment entities
| 2024.12.31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Investment entities | Investment by the Company | Investments in enterprises directly or indirectly controlled by the Company |
Investments by directors, supervisors, and managerial officers of the Company |
Comprehensive investment | ||||
| Shares | % | Shares | % | Shares | % | Shares | % | |
| Redington Ltd. | 188,591,880 | 24.12 | - | - | - | - | 188,591,880 | 24.12 |
| Synnex (Thailand) Public Company Ltd. | 338,939,513 | 40.00 | - | - | - | - | 338,939,513 | 40.00 |
| Synnex FPT Joint Stock Company | - | - | 55,854,748 | 47.27 | - | - | 55,854,748 | 47.27 |
03 Capital overview
I. Capital and shareholding
(I) Share capital source
| 2025.03.31 Unit: Share/thousand NT\$ |
|||
|---|---|---|---|
| Share capital source | Amount | Shares | Percentage (%) |
| Authorized capital | 202,312 | 20,231,233 | 1.21 |
| Issuance of common stock | 923,772 | 92,377,176 | 5.54 |
| Profit to capital Increment | 13,513,221 | 1,351,322,076 | 81.02 |
| Capital surplus transferred to capital | 542,000 | 54,200,000 | 3.25 |
| Exchange of shares | 224,120 | 22,412,000 | 1.34 |
| Employee stock options | 215,780 | 21,578,000 | 1.29 |
| Convertible bonds | 1,058,265 | 105,826,483 | 6.35 |
| Total | 16,679,470 | 1,667,946,968 | 100.00 |
(II) Category of shares
| Unit: Share | ||||
|---|---|---|---|---|
| Category of shares | Current outstanding shares (listed) |
Unissued shares | Total | Remarks |
| Registered ordinary shares | 1,667,946,968 | 732,053,032 | 2,400,000,000 | - |
(III) List of major shareholders
| 2025.03.31 | ||
|---|---|---|
| Name of major shareholder | Shares held | Shareholding percentage (%) |
| MiTAC Inc. | 260,521,054 | 15.62% |
| Yuanta Taiwan Dividend Plus ETF account | 85,479,755 | 5.12% |
| Fuh Hwa Taiwan Technology Dividend Highlight ETF Securities Investment Trust Fund Account with Taipei Fubon Commercial Bank Co., Ltd. acting as custodian |
60,915,000 | 3.65% |
| Lien Hwa Industrial Holdings Corp. | 59,526,125 | 3.57% |
| Morgan Stanley Capital International managed account with HSBC (Taiwan) acting as custodian bank | 54,528,801 | 3.27% |
| Yuanta Taiwan Value High Dividend ETF Securities Investment Trust Fund Account with Hua Nan Commercial Bank Ltd. acting as custodian |
36,197,000 | 2.17% |
| Tu, Shu-Wu | 36,156,381 | 2.17% |
| Rong Syuan Investments Co., Ltd. | 35,970,086 | 2.16% |
| Yuanta Taiwan High Dividend Low Volatility ETF | 32,569,000 | 1.95% |
| Mei-An Investment Corp. | 28,452,004 | 1.71% |
2025.03.31
II. Dividend policy and implementation status
(I) Divided policy
According to the company's Articles of Incorporation, the company's annual earnings at the end of the accounting year shall be first subject to taxation, reimbursement of previous losses, followed by a 10% provision for legal reserve and special reserve or reversal by law. The Board of Directors shall draft distribution proposals for any remainder plus any accumulated undistributed surplus. Where dividends are distributed in the form of stocks, the distribution shall be subject to the approval of the shareholders' meeting. Where dividends are distributed in the form of cash, the board of directors is authorized make such distribution by approval of more than half of the directors present at the meeting, where more than two-thirds of the directors are present, and shall also be reported at the shareholders' meeting. The cash dividend ratio may not be less than 15% of the total current dividend distributed to shareholders.
Since the company adopts the "active and stable dividend distribution" policy, distribution has exceeded 60% of the year's recurring profits for the most recent three years. This will continue to be our goal in the future, so that Synnex's shareholders will have long-term and stable income from dividends. If there is an increase in the need for funds due to business growth and mergers and acquisitions, the company will independently seek funding methods without affecting dividend distribution.
(II) Surplus distribution in the most recent three years
| Unit: NTD | |||||
|---|---|---|---|---|---|
| Periods | Earnings per share (NTD) |
Distribution date | Cash dividend per share (NTD) | Total amount of surplus distribution (in NTD thousand) |
Earnings distribution ratio |
| 2022 | 9.44 | 2023.07.06 | 3.50 | 5,837,814 | 37% / 64% (Note 3) |
| 2023 | 4.37 | 2024.07.19 | 3.00 | 5,003,841 | 69% |
| 2024 | 5.52 | - (Note 1) | 4.00 (Note 2) | 6,671,788 | 72% |
Note 1: The chairman is authorized to set the dividend distribution date for the Company's 2024 cash dividend, which has not been set as of the date of publication.
Note 2: The Company's 2024 earnings distribution proposal was approved by the Board of Directors on March 12, 2025.
Note 3: The earnings distribution ratio was calculated after excluding one-time profits.
(III) Uncompensated distribution of shares and its impact on company operation and EPS: Not applicable since the current shareholder's meeting did not propose uncompensated distribution of shares.
III. Information on employee bonus and director remuneration
⚫ Provisions of the Articles of Incorporation
According to the Company's Articles of Incorporation, the Company's net income before tax before deducting remuneration to employees and directors and after making up for losses should be applied to pay remuneration to employees for an amount not exceeding 10% and not less than 0.01% of the balance, and to directors for an amount not more than 1% of the balance.
⚫ Estimation criterion and difference treatment
-
- The employee bonus and remuneration to directors for 2024 is estimated with reference to the profitability of the current period on a basis of 1 ten-thousandths and 1 thousandths, respectively.
-
- It will be recognized as next year's profit/loss if difference between the actual distribution and estimated amount is shown after resolution of the shareholder meeting.
⚫ Information on proposed distribution approved by Board of Directors
-
- On March 12, 2025, the Board of Directors approved the 2024 proposed distribution of employee cash dividend of NT\$1,000 thousand and the remuneration for directors and supervisors of NT\$10,800 thousand. This is consistent with the 2024 estimate.
-
- The proposed distribution of stock dividends for employees is NT\$0.
-
- Impact of the proposed distribution of remuneration for employees, directors, and shareholders to earnings per share: None.
⚫ Actual distribution of the preceding year and treatment of differences
The 2023 proposed distribution of employee cash dividend was NT\$900 thousand and the remuneration for directors and supervisors was NT\$9,000 thousand. The employee cash dividend had a gap of NT\$100 thousand compared with the 2023 estimate. The remuneration for Directors and Supervisors had a gap of NT\$832 thousand compared with the 2023 estimate. This has been adjusted as profit or loss in 2024.
⚫ Summary of 2023 (distributed in 2024) employee stock bonus information: None.
IV. Company buyback of shares: None.
V. Issuance of global depositary receipts, bonds, preferred shares, and employee stock option
(I) Global depositary receipts
| Issue date | 1997.07.03 | 1999.09.22 | |||||
|---|---|---|---|---|---|---|---|
| Areas issued | Asia, Europe, and the US | Asia, Europe, and the US | |||||
| Issuance and listing | Luxembourg Stock Exchange | Luxembourg Stock Exchange | |||||
| Total amount issued (US\$) | 139,382,100 | 245,380,125 | |||||
| Issue price per unit (US\$) | 22.23 | 18.93 | |||||
| Total units issued (unit) | 6,270,000 | 12,962,500 | |||||
| Underlying securities | 1. Capital increase by cash and issuance of new shares 2. Release shareholder: MiTAC Inc., Lex Service (Guernsey) Ltd. |
1. Capital increase by cash and issuance of new shares 2. Release shareholder: Lex Service (Guernsey) Ltd. |
|||||
| Common shares represented (shares) | 25,080,000 | 51,850,000 | |||||
| Rights and obligations of GDR holders | Rights and obligations consistent with common shares Rights and obligations consistent with common shares |
||||||
| Trustee | None | None | |||||
| Depositary bank | Citibank, N.A. | Citibank, N.A. | |||||
| Custodian bank | Citibank, N.A., Taipei branch | Citibank, N.A., Taipei branch | |||||
| March 31, 2025 outstanding (unit) | 7,070 | ||||||
| maintenance | Apportionment of expenses for issuance and | Issuing expense is paid by release shareholder and issuing company on the pro rata basis, duration expense is paid by depository institution |
Issuing expense is paid by release shareholder and issuing company on the pro rata basis, duration expense is paid by depository institution |
||||
| and custodian agreement | Important notes on depository agreement | See depository agreement and custodian agreement for details See depository agreement and custodian agreement for details | |||||
| Highest | 11.03 | ||||||
| 2024 | Lowest | 8.34 | |||||
| Market price per unit (US\$) |
verage | 9.31 | |||||
| Highest | 9.21 | ||||||
| 2025.01.01~ 2025.03.31 |
Lowest | 8.26 | |||||
| verage | 8.72 |
(II) Corporate bonds: None
- (III) Preferred stocks: None
- (IV) Employee stock option certificate: None
- (V) Restricted stock awards: None
VI. Mergers, acquisitions, or issuance of new shares for acquisition of shares of other companies: None.
VII. Implementation of capital allocation plan
- (I) Previously issued or privately held securities that have not been completed: None.
- (II) Completed in the latest three years and the planned benefits have not yet appeared: None.
04 Business overview
I. Scope of business
(I) Main areas of business operation and revenue distribution for 2024

(II) Developing new products (services)
| New product | New service | |||
|---|---|---|---|---|
| ▪ | Expanded recruitment service product lines | ▪ | Large-scale acquisition fulfillment services | |
| ▪ | ontinued to introduce smart life related products | ▪ | Analysis management information services | |
| ▪ | Continued to develop AIoT related products | ▪ | Stable supply chain supply and demand service |
(III) Industry overview
In order to improve the operational efficiency and quality of the supply chain and reduce overall operation costs, the division of labor and operational processes between the upstream and downstream of the supply chain will evolve various modes, forming a diversified industrial ecology.
Technology industry supply chain

The evolution and development trends of the technology industry supply chain revolve around two major axes:
1. Economy of scale
Technology industry R&D (including technology R&D and operating system R&D) entail extremely high costs, and it is necessary to constantly pursue a larger economic scale to support high R&D costs, and thereby reduce product prices and promote popularization.
Considerations of economic scale drive the supply chain to continue towards a finer division of professional labor. Each component has a manufacturer that specializes in R&D and design, and the finished product is assembled by a professional manufacturing service provider. Brands focus on product planning and marketing promotion. The commercial flow, logistics, cash flow, maintenance flow, etc. of the chain are the responsibility of the operation service provider. At the same time, these manufacturers that have division of labor and respective responsibilities have continued to integrate horizontally, and have become centralized and maximized in their respective fields to form a larger economic scale. This development trend has greatly raised the industry's threshold for competition.
2. Smooth operation of the supply chain
The supply chain has formed a tightly knit and dense network of division of labor as a result of the professional division of labor. Information transparency among members and efficiency and stability of collaborative operations form the biggest problems faced by the supply chain; they also offer the largest room for improvement of overall operation costs of the supply chain.
Synnex's strategic transformation into a "Management Service Platform (MSP)" focuses on this. From the perspective of the overall supply chain, it gives full play to its own foundation in digital capabilities, actively connects information with upstream, downstream, and partners, removes operational barriers between manufacturers, achieves process transformation of the overall supply chain, and provides platform members with "stable operation services."
Industry development trend and competition
TrendForce, a global market research organization, presented ten major trends of the technology industry in 2025:
1. Generative AI is leading the technological revolution: Humanoid and service robots usher in new upgrades
As AI and mechanical power technologies become increasingly mature, and major manufacturers such as NVIDIA and Tesla are actively planning their developments into these areas, the topic of robotics will continue to attract market attention in 2025. In terms of technological development, the software platform is focused on machine learning training and digital twin simulations, while overall, robotics are focuses on collaborative robots, mobile robotic arms and humanoid robots to adapt to various environments and human-machine collaborative interactions. Among them, humanoid robots will gradually achieve mass production from 2025 as manufacturers in the United States and China are actively investing in them. It is estimated that the compound annual growth rate (CAGR) of the global humanoid robot market size will grow by 154% from 2024 to 2027, and the output value is expected to exceed US\$2 billion. In terms of the overall application field, compared to industrial robots which are still mainly focused on using robotic arms to select and pack goods, service robots can support multimodal communication and interaction, information retrieval, text summary, scheduling and other scenarios through generative AI, leading to benefits such as high mobility, strong companionship and wide functionality. These are expected to become the focus of robot development in the years ahead.
2. Technological innovation drives market standards: AI laptop penetration rate will reach 21.7% by 2025.
With the rapid development of technology, laptops with AI functions will gradually become the market standard within the next few years. It is estimated that the penetration rate of AI laptops will reach 21.7% in 2025 and climb to nearly 80% by 2029. The increase in the number of AI laptops will also be a main reason for the increase in the penetration rate of ARM architecture. Compared with the traditional x86 architecture, ARM has higher energy efficiency and stronger extensibility. As the demand for terminal inference grows day by day, the issue of energy efficiency and power-saving will drive the market share of ARM architecture laptops to grow year on year. Furthermore, the popularity of Windows on ARM systems will allow more consumers to experience these high-performance, low-power AI laptops.
Even though AI applications currently still rely on cloud computing, TrendForce expects that the breakthrough Edge AI will become another important driving force for the popularization of AI laptops in the future. Edge AI moves computing from the cloud to local devices, allowing laptops to process real-time applications such as voice commands and image recognition faster and more efficiently, thus enhancing user experience. This localized processing also ensures user privacy, is suitable for processing sensitive data, and further enhances consumers' trust in AI laptops. As AI technology becomes more mature, Edge AI will create more possibilities for laptop productivity, such as smart office and automated process management, meeting the needs of different users.
3. AI server shipments will grow by more than 28% in 2025, and the speed of HBM 12hi mass production yield improvement has become the focus.
Benefiting from the demand of CSP and brand customers for building AI infrastructure, it is estimated that global AI server (including those equipped with GPU, FPGA, ASIC, etc.) shipments will grow by 42% in 2024. In 2025, driven by high demand from CSP and sovereign clouds, AI server shipments are expected to grow by more than 28% year-over-year, accounting for 15% of total servers.
With NVIDIA B300 and GB300 adopting HBM3e 12hi, the 12hi will become the mainstream layer stack in the industry starting from 2025. SK hynix uses Advanced MR-MUF technology in the 12hi generation, adding a medium-temperature pre-bonding process when stacking each layer of die. It has also improved the MUF material and lengthened the processing time to achieve die warpage control.
Samsung and Micron continue to use the TC-NCF stacking architecture in the 12hi generation. The advantage of this technology is that die warpage can be easily controlled, but its drawbacks include longer process time, greater cumulative stress, and poor heat dissipation capacity, causing greater uncertainty as to the speed of its yield enhancement during mass production.
Since the adoption of 12hi layers is expected to extend from HBM3 to HBM3e, HBM4, and HBM4e (2027-2029), the time span for mass production will take longer. Therefore, finding ways to improve and stabilize the mass production yield of the 12hi process will become a top priority for suppliers next year.
4. Focusing on 2025: Driven by advanced processes and AI, semiconductor technology and Chip on Wafer on Substrate (CoWoS) demand are experiencing innovation and substantial growth.
After the wafer fab's front-end process developed the 7nm process and introduced EUV lithography technology, the FinFET structure gradually came to face physical limitations starting from 3nm, and advanced process technology has since diverged. TSMC and Intel will continue to use FinFET structure to mass produce 3nm products in 2023. Although Samsung was the first to introduce the MBCFET (Multi-Bridge Channel Field-Effect Transistor) architecture based on GAAFET (Gate all around Field Effect Transistors) from 3nm and officially mass-produced it in 2022, no production capacity has been designated for this technology thus far. After entering 2025, TSMC 2nm officially switched to Nanosheet Transistor Architecture, while Intel 18A introduced RibbonFET. In the meantime, Samsung is still committed to improving the MBCFET 3nm process, striving to achieve large-scale mass production in 2025. These three industry leaders officially entered into a competition based on the GAAFET architecture, hoping to effectively control the gate through four-sided contacts to bring customers higher performance, lower power consumption, and higher transistor density per unit.
AI applications will lead to increased demand for customized chips and packaging, which will also boost the demand for CoWoS in 2025. An observation on the important development trends of the CoWoS market next year: 1. In 2025, NVIDIA's share of TSMC CoWoS demand will grow to nearly 60%, and drive TSMC's CoWoS monthly production capacity to nearly double, reaching nearly 75~80K by the end of the year. 2. After production capacity on the new NVIDIA Blackwell platform is gradually released in the first half of 2025, the demand for CoWoS-L will exceed that of CoWoS-S, and the proportion is expected to exceed 60%. 3. CSPs are actively investing in the construction of ASIC AI chips, and the demand for CoWoS from AWS and others will also increase significantly in 2025.
5. Key information security concerns in 2025: AI technology is a double-edged sword, we need to strengthen defense and threat detection to fight complex attacks.
The current development focus of global information security is on software and hardware used in the cloud IoT. As various technologies continue to improve, the complexity of both attacks and defense has increased significantly compared to the past, causing manufacturers to gradually shift their focus to IoT-based AI. As for Gen AI, its two major application trends for strengthening cybersecurity defense are empowering operators and accelerating threat detection. The former supports operators to search for and respond to major risks using natural language through automatic translation and aggregation. Alternatively, the latter guides users to find relevant vulnerabilities more quickly and provides operational suggestions to reduce the detection cycle. Gen AI is also used by hackers for attacks, such as enumeration and phishing, which are all means of attack that can be made more powerful. If we further analyze the risks of large language model (LLM) creation, including incorrect outputs generated by operational inputs, vulnerabilities introduced during the training phase, lack of complete access control, and excessive functional autonomy etc., all of which pose information security challenges that companies must focus on when developing AI products and services in 2025.
6. AMOLED enters mid-size applications, driving laptop market penetration to 3%
In 2024, Apple officially launched the iPad Pro series with RGB AMOLED panels, revealing that the next step of RGB AMOLED panel applications will be medium-sized products. In addition to tablets, the trend of laptops adopting AMOLED panels is also underway. Although Apple plans to introduce AMOLED panels in its Macbook series between 2026 and 2027, it has already begun to push panel manufacturers to increase investment, expanding the production line configuration of RGB AMOLED panels from Gen 6 to Gen 8.6 or 8.7 to meet subsequent potential demand. Now that the trend has been established, it will drive other brands to make strategic moves and use their existing production lines to get a head start on market penetration. Judging from the scale of AMOLED laptops in 2025, output is expected to exceed 6 million units, and the market penetration rate is estimated to reach 3%.
7. Vision Pro transforms VR/MR from entertainment and leisure to productivity tools. LEDoS near-eye display technology achieves new milestone in weight and visual experience of AR devices.
The most critical event in the development of VR/MR headsets in 2024 was the launch of Vision Pro by Apple. Its successful repositioning of VR/MR devices from entertainment and leisure to productivity tools is set to drive more manufacturers to try to launch new products. The LED on Silicon (LEDoS) technology used in the Vision Pro display can provide a resolution of over 3,000 PPI, making it the first choice for high-end VR/MR near-eye display solutions. TrendForce estimates that VR/MR device shipments will reach 37 million units in 2030.
AR glasses, which are positioned for auxiliary functions, once again generated market buzz in 2024 due to AI technology. Although the Orion released by Meta is not a mass-produced device, it is equipped with a LEDoS display and SiC optical waveguide, providing a field of view (FOV) of up to 70 degrees, and its weight of less than 100g also sets a new record for its lightness. In addition to LEDoS, the neareye display technologies currently available for use in AR glasses include OLEDoS, LCoS, and LBS (Laser Beam Scanning). The development of AR displays will be enriched by multiple technologies, which adds more flexibility to hardware designs. TrendForce estimates that AR device shipments will reach 25.5 million units in 2030.
8. Major satellite industry trends in 2025: CubeSat miniaturization and low-cost mass production are driving a revolution in global communications and IoT.
With the guidance of 3GPP Release 17 on satellite application scenarios, the number of cube satellites (CubeSats) in low-Earth orbit (LEO) satellite constellations has shown exponential growth. New satellite startups can now provide global low-latency satellite communication coverage by producing small CubeSats at low cost and through deploying hyper scale satellite constellations.
Looking ahead to 2025, with the development trend of satellite miniaturization, small and medium-sized satellite startups will use modular satellite spacecrafts and commercial-off-the-shelf (COTS) components to launch hyper scale CubeSat productions, thereby significantly reducing production costs. At the same time, these satellite startups are deploying constellations of CubeSats to monitor and clean up space debris for space situational awareness (SSA) applications. In addition, satellite IoT application scenarios are also developing rapidly and are used to monitor IoT devices in remote areas, such as agricultural sensors.
9. A new era of autonomous vehicles in 2025: Modular end-to-end model mass production and accelerated commercialization of Level 4 Robotaxi.
Autonomous driving is an important application field of Edge AI. With the end-to-end model frenzy initiated by Tesla, various industries are accelerating the development of AI technology and computing power. It is expected that 2025 will see the beginning of mass production of this architecture by other auto makers, but they will mainly adopt modular end-to-end models that have advantages in explainable AI and debugging. The end-to-end model is data-driven and highly dependent on diverse data. Generative AI, due to its openness and creativity, is used to generate diverse and rare scenarios to assist in training models, solving the problem of long-tail data. The advancement of AI technology has also been extended to commercial fields. As the regulatory environment gradually improves, it is expected that scenario replications and commercial operations for the Level 4 Robotaxi (self-driving taxis) will also accelerate. However, geopolitical factors will exacerbate the challenges in technological and commercial expansions, whether it is electrification or autonomous driving technology.
10. In 2025, the electric vehicles and AI data centers will drive the innovation of battery and energy storage technologies.
The growth of the electric vehicle market has slowed down. In particular, growth of battery electric vehicles (BEV) has been sluggish, and is expected to shrink to 13% in 2025. Range anxiety is a major limitation to the development of BEVs, and the entire industry is working to improve this problem. In terms of battery technology, CATL has launched a lithium iron phosphate (LiFePO 4) battery with a 4C charging rate and a range of 600 kilometers after charging for 10 minutes. It is expected to further expand its marketing efforts in 2025. In addition, semi-solid-state batteries have been mass-produced in 2024 and are expected to be installed in vehicles in 2025. On the other hand, solid-state batteries (SSB) are expected to be mass-produced after 2027.
In terms of charging infrastructure, the megawatt-class charging equipment launched in 2024, designed specifically for commercial trucks and passenger cars, will drive the development of high-power charging technology. The introduction of these new technologies will alleviate range anxiety to a certain extent, and drive the market demand for efficient charging and longer driving range.
At the same time, with the rapid development of charging technology, major auto makers are also dedicated to improving the overall performance and user experience of electric vehicles to adapt to market changes and maintain competitiveness. In 2024, new intelligent connected vehicle (ICV) and autonomous driving technology began to be widely applied to electric vehicles, which not only greatly improved energy efficiency of EVs, but also reached new milestones in intelligence and safety.
Furthermore, the accelerated deployment of AI data centers in 2024 will drive the rapid growth of demand for new energy storage facilities. With the continuous advancement of technology and the constant decline in costs, it is estimated that the demand for installing energy storage solutions across the world will reach 92GW/240GWh in 2025, a year-on-year increase of 25%/33%. The rapid development of AI technology has led to a rapid growth in the demand for electricity. When renewable energy is unstable or power outages occur, energy storage systems can provide power to data centers, thus improving the reliability of power supply to data centers. With the rapid growth of industries related to the data center industry chain, the scale of data center construction will continue to grow steadily in the future, providing many opportunities for new energy storage systems.
(IV) Overview of Technology and R&D
Research and development operations
Synnex's is strategically positioned as an "operational service platform". In addition to expanding operational capabilities and management experience accumulated over the decades, the research and development of operational management technology will also focus resources on the connection and integration of external information and the development of service platforms. Key operational management technologies in staged planning, R&D, or rollout include:
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- Cloud service platform and recruitment service platform
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- Integrated supply and demand information management platform
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- Order delivery mechanism
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- AI audit technology
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- Operational status analysis platform
The Company has invested a fair amount of human resources and funds; it has continually refined its services and systems to satisfy requirements of the industry supply chain. However, the Company primarily focuses on innovation in operational mechanisms, and thus does not invest in R&D.
(V) Long- and short-term business plans
Short-term business development plan
By clearly positioning the Company as an operation service platform, has insight into various problems and pain points of supply chain operation, and actively targets the four major areas of retail business, commercial business, semiconductor business, and recruitment business. The Company provides upstream and downstream manufacturers with "stable operation services". Customer trust will help us to expand business development space and drive a leap forward in performance scale.
Long-term business development plan
Be perceptive as to industry development trends and supply chain ecological evolution, adjust strategic positioning in a timely manner, continue to develop and innovate supply chain operation models, and seek greater space for value creation.
II. Business model
Synnex's Management Service Platform (MSP) is a digital platform that builds an entire supply chain operation service system through serial integration of information, providing platform members with business opportunity development services, business operation services, analysis and management information services, and solving supply chain operation problems and pain points, and achieving the goal of smooth operation of the supply chain. Its members include core members of the technology industry supply chain, such as brands, manufacturers, sellers, and users, as well as operators and partnering suppliers that provide basic services related to operations, technical services, maintenance services, and financial services for the supply chain. At the same time, we will expand cross-industry partners to include different fields to form an ecosystem that jointly participates in value creation.

III. Core competencies
Long-term and stable upstream and downstream cooperation
Synnex has been intensely involved in the technology and electronics industry for decades, and has generally established long-term and stable cooperative relations with major global manufacturers of components and semi-conductors, as well as major sales channels in various areas. Through its good corporate reputation and excellent operation management, it continues to provide original manufacturers and customers with stable and efficient services, jointly create market opportunities, jointly face and solve industry problems, and win the trust of original manufacturers and customers, all of which provide an important foundation for the stable and sustainable development of Synnex.
Digital capabilities
Synnex has long invested in the construction of internal information infrastructure and has established four major information and communication networks: the management information system (MIS) network, logistics remote monitoring network, video conference network, and telecommunication network to build the foundation of Synnex's international management capabilities. In recent years, its selfdeveloped probe technology has been used to comprehensively improve the intelligence of decision-making, management, and operations, and greatly enhances the Company's overall digital capabilities. At the same time, it extends outward to connect information with original manufacturers, customers, and partnering manufacturers, and cross the information barriers between upstream and downstream. Digital capability is the most important market weapon for Synnex.
Smart logistics network
Synnex has established dozens of logistics centers in major cities of the Asia Pacific region, which altogether form an extensive logistics network coverage. Through smart, professional, disciplined, and efficient operation management, we provide stable, high-quality, and efficient logistics services for high-tech industrial supply chains.
Research and development capabilities of operations management technology
Synnex Group Headquarters' six major quality control functions combined with the Software Development Center are together responsible for business model planning, establishing the management policy, developing systems, and conducting various operational analyses and inspection and quality management, letting Synnex Group develop and innovate various operations technologies and adapt to changes in response to the evolution of the industrial ecosystem, and thereby achieve performance of the Group's strategy.
IV. Business strategy
In order to create more space for business development, Synnex strategically positioned itself as a "Management Service Platform (MSP)" with entirely-new strategic thinking and vision, allowing it to build and develop operational capabilities and operating system mechanisms over the years, produce greater multiples of benefits, and create greater space for enterprise development.
V. Market and sales conditions
(I) Sales regions of main commercial electronics products (services)
| Unit: NT\$100 million | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | |||||
| Region/Year | Operating revenue | % | Operating revenue | % | ||
| Taiwan | 466 | 18% | 417 | 15% | ||
| Hong Kong/China | 1,168 | 46% | 1,257 | 47% | ||
| New Zealand, Australia, Indonesia | 920 | 36% | 1,025 | 38% | ||
| Total | 2,554 | 100% | 2,699 | 100% |
(II) Supply and growth of market in the future
2024 was a turning point with great challenges and opportunities. Profound changes have been seen whether in global politics, economy or technology, leading to far-reaching impact on the market. The business environment was confronted with multiple challenges in 2024. First, there was no sign of easing the ongoing wars. The political and economic landscapes of many countries have undergone drastic changes, and geopolitical tensions continued. At the same time, trade barriers were rising and the international economic and trade order was rapidly breaking down and reorganizing. This has caused the global economy to fluctuate rapidly amid high policy uncertainty. In terms of energy and prices, fluctuations in energy prices, inflation that continued to hover above the warning line, and labor shortages have all exacerbated rising production costs, leading to increased prices and impacting consumer confidence.
Nevertheless, 2024 also ushered in major technological innovations that were only seen once-in-a-decade. The rise of AI, electric vehicles, and new technologies brought new business opportunities and new visions to the market. These technological innovations not only brought forth paradigm shifts, but also a drastic reshuffling in industries. All these factors collectively led to market volatility, and the pressure on people's livelihood and operations rose simultaneously, posing severe challenges to the business strategies of enterprises. Companies' ability to make sound business decisions were once again challenged by finding ways to flexibly respond to environmental turbulence and new opportunities.
Although the overall environment remains bleak and the global economic forecast continues to be uncertain, the ICT industry is still expected to show strong performance in 2025. In terms of the enterprise market, AI servers and AI application tools will accelerate their price reductions and popularization. At the same time, enterprises must be more proactive in strengthening business management and corporate transformation through digital technology to respond to the rapidly changing market environment, which in turn will drive enterprises to expand their investment in IT infrastructure. In the personal computer (PC) sector, Microsoft will officially end its support for the Windows 10 operating system this year. In addition, the computers purchased in large quantities due to COVID-19 have reached their useful lives, and this is expected to rejuvenate the PC market, which has been sluggish for many years. Additionally, as smartphones become more powerful and more AI applications are introduced, they may also stimulate consumers' demand for purchasing and upgrading their phones. According to estimates from various market research institutions for this year, the continued AI boom and the dawning smartphone replacement cycle are expected to benefit the global server market, PC market, and smartphone market in 2025. All are expected to show 4% to 5% growth than 2024, and the Asia-Pacific and Middle East/Africa markets will have higher growth than the global average.
Looking forward to the next decade, Asia-Pacific, the Middle East and Africa will be the drivers of global growth. In this huge market of 5.3 billion people, Synnex has fully deployed our business strategies, and is ready to go. Synnex has become a leading distributor in Taiwan. Its overseas subsidiaries and investees also showed impressive results locally. 2024 local market positions of each subsidiary and investee are as follows:
| Region | Ranks of distributors |
|---|---|
| Hong Kong (Subsidiary) | 1 |
| China (Subsidiary) | 4 |
| Australia (Subsidiary) | 1 |
| Indonesia (Subsidiary) | 1 |
| Vietnam (Reinvestment company) | 1 |
| Thailand (Reinvestment company) | 1 |
| India (Reinvestment company) | 1 |
| Middle East/Africa (Reinvestment company) | 1 |
| Türkiye (Reinvestment company) | 2 |
Basic information of each region:
| Region | Population (in millions) |
Per capita GDP (US\$) |
2023 economic growth rate (%) |
Source |
|---|---|---|---|---|
| Taiwan | 23.4 | 33,883 | 4.3 | National Statistics, R.O.C. (Taiwan) |
| China | 1,409.1 | 12,969 | 4.8 | IMF |
| Hong Kong | 7.6 | 53,165 | 3.2 | IMF |
| Australia | 27.3 | 65,966 | 1.2 | IMF |
| Indonesia | 281.6 | 4,981 | 5.0 | IMF |
| Vietnam | 100.8 | 4,649 | 6.1 | IMF |
| Thailand | 70.3 | 7,527 | 2.8 | IMF |
| India | 1,441.7 | 2,698 | 7.0 | IMF |
Semiconductor products market
To ensure highly efficient operation of the semiconductor industry supply chain, upstream semiconductor component manufacturers are gradually outsourcing the product and technical services currently provided to downstream manufacturers to semiconductor IC distributors for support. Although semiconductor IC distributors do not have R&D capabilities, they can effectively coordinate the entire supply chain through their strong supply chain management and fulfillment business capabilities, thus ensuring smooth product circulation and providing direct customers with fast and flexible solutions. Distributors play a key role as facilitators in the supply chain, providing competitive payment terms, optimizing inventory management, shortening supply cycles, and further enhancing the synergistic benefits of the supply chain. On this basis, distributors are continuing to promote innovation in operating models and are committed to providing comprehensive supply chain solutions, thereby promoting corporate sustainable development and profitable growth.
2023 Market Review
In the first half of 2023, the global semiconductor market faced severe challenges, including a decline in the demand for memory and average selling prices (ASP), as well as weaker demand in the PC, smartphone and other consumer electronics markets, leading to a significant market recession. However, as inventory destocking was gradually completed in the second half of the year, market demand gradually returned to a normal business cycle. During this process, semiconductor IC distributors have leveraged the advantages of flexible supply chain allocation to assist upstream and downstream partners in responding to inventory destocking and market changes, ensuring that stable product supply was accurately met with the current market demand, and promoting the gradual market recovery.
Market Overview in 2024
According to the World Semiconductor Trade Statistics (WSTS), global semiconductor product sales grew by 19% in 2024, reaching approximately US\$627 billion. This growth momentum was mainly attributable to the memory (expected 81% growth) and logic chip (expected 16.9% growth) sectors. In terms of regional markets, the Americas and Asia Pacific were expected to grow by 38.9% and 17.5% respectively, showing a strong recovery trend. In comparison, Japan was only estimated to grow slightly by 1.4%, while Europe could even face a 6.7% market contraction. Semiconductor IC distributors continued to respond quickly to market changes and optimized resource allocation through agile supply chain management capabilities. They helped customers seize competitive advantages in a challenging market environment.
Market Forecast and Trends in 2025
Looking ahead to 2025, the global semiconductor market will continue to show steady growth, with an expected annual growth rate of 11% and global sales of approximately US\$697 billion. Logic chips and memory will remain the main growth drivers, with their combined market value expected to exceed US\$400 billion. Logic chips and memory are expected to grow at an annual rate of 17% and over 13%, respectively. In addition, PCs, smartphones and terminal electronic products have entered their replacement cycles, further driving market demand. In this growing environment, semiconductor IC distributors will rely on their supply chain integration and fulfillment service capabilities to continuously optimize inventory management, improve supply chain efficiency, and ensure that products can quickly meet changing market demands.

Source: World Semiconductor Trade Statistics (WSTS)
The development of artificial intelligence (AI) applications and the key role that Taiwan plays.
The rapid development of artificial intelligence (AI) has become one of the key driving forces for the continued growth of the semiconductor market. With the widespread application of generative AI, machine learning (ML) and deep learning (DL) technologies, the demand for AI technology in fields such as high-performance computing (HPC), data centers, smart manufacturing, medical technology, smart cities and selfdriving cars continues to rise. This demand has driven the rapid growth of semiconductor products such as high-performance GPUs, AI accelerators, and dedicated AI ICs (such as TPU and NPU), and further boosted the demand for memory capacity and computing performance.
Driven by this trend, semiconductor IC distributors play a key role in the AI supply chain, ensuring that AI-related products can be supplied to the global market quickly and stably through efficient supply chain management and fulfillment service capabilities. As the core manufacturing base of global AI servers and data centers, Taiwan's distributors, through their close collaborations with upstream IC manufacturers and downstream system integrators, help promote the rapid deployment and popularization of AI technical applications.
ESG (Environment, Social and Governance) drives sustainable development of the semiconductor industry.
As the world pays more attention to the Sustainable Development Goals (SDGs) and environmental, social and corporate governance (ESG) topics, the semiconductor industry is actively deploying sustainable business strategies to respond to challenges such as climate change, energy efficiency, and resource recycling. Although semiconductor IC distributors do not have manufacturing and R&D capabilities, they actively promote reductions in carbon footprint, improve transportation efficiency, and support customers to achieve sustainable supply chain management through optimizing the supply chain and implementing green logistics management.
For the social aspect, distributors are committed to building a diverse and inclusive corporate culture, promoting employee well-being and social charity and welfare programs, and actively engaging in local community development. In terms of the governance aspect, distributors strengthen the internal governance structure, implement risk management and regulatory compliance, and ensure that corporate operations are transparent and a good sustainable governance mechanism has been set in place.
In the future, semiconductor IC distributors will continue to integrate ESG concepts into their operating strategies, leverage their core advantages in supply chain management and fulfillment services, promote steady growth of companies in the global technology industry, and contribute to global sustainable development goals.
(III) Favorable conditions for future development
There is abundant energy in industrial innovation, and new technologies and new applications continue to create larger market space
The technology industry attracts investment from global talent, and there is abundant energy for technological R&D and innovation. New technologies and new applications are constantly coming out, creating new market space. The operation scope of Synnex covers the up, middle, and downstream reaches of the technology industry. It is able to keenly perceive and quickly grasp the application of new technological and industrial development trends, so as to prepare in advance and seize opportunities in new fields.
Extensive development potential in emerging markets
Though the competition is fierce in the emerging markets, China, India, the Middle East, Thailand, Indonesia, and Vietnam, that Synnex has already entered, the overall market environment has gradually become mature and compliant, and the advantages created by Synnex's robust operations and management mechanisms will gradually expand to drive the increase in market share. As for other countries and regions where Synnex has not yet entered, there is also extensive development potential to be explored.
The increasing demand for smooth services in the supply chain
Under the trend of globalization, various political and economic events have had a more rapid and violent impact on the industry, and it has become more difficult for enterprises to maintain stable operations. Synnex provides various "stable services" for original manufacturers and customers through the MSP to effectively solve supply chain operation problems, reduce customer operating risks and costs, meet customer needs, gradually strengthen the closeness of cooperation with upstream and downstream manufacturers, and establish itself as indispensable in the industrial supply chain.
Integration of brand manufacturers, the trend of the big getting bigger under the economies of scale is more and more obvious
In recent years, ICT brand manufacturers have sped up integration and the formation of strong alliances between manufacturers and distributors has become a trend to create a bigger economic scale, smarter operating technologies, and thereby lower operating costs and cooperating more efficiently. The economies of scale does not only help Synnex strengthen its market position, but also creates the positive cycle of the economies of scale accelerating the reduction of operating costs and the reduction of operating costs accelerating the expansion of the scale.
(IV) Unfavorable factors to future development and response measures
| Unfavorable factors | Response measures | |
|---|---|---|
| The impact of the regional chain reaction and interaction is enhanced under the trend of globalization; also, the impact of local natural |
Diversify risk and reduce the impact of natural disasters and economic and political turbulence through multi-nation, multi-product, and multi-channel business strategy. |
|
| disasters or economic and political turbulence is broadened. |
2. | Make good use of its digital capabilities to improve sensitivity and judgment of changes, and continue to strive to improve the solidity of internal operations and management and the transparency of information, enhance the Company's vitality, and improve its ability to withstand environmental variables and system risks. |
| Short life cycle of products The rapid advancement of technology has facilitated |
Utilize AI tools to assist the determination of changes in product life cycle, and increase the accuracy and timeliness of product decision-making. |
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| the speed of the introduction of new products; thus, product cycle is shortened to approximately half a |
2. | Moderately remove types with low performance and items that do not have operational value, and focus on products and business with high efficiency. |
| year, resulting in uncertainty of sales performance and increased inventory risk. |
3. | Master the product and technology trends. In addition to distributing star products, introduce and cultivate products with potential at appropriate time to optimize product combinations, control growth opportunities, and lower business risks. |
| Era of micro-profits, profit margins are low and hard to raise |
1. | Accelerate digital transformation and replace conventional inefficient offline operations with digital connections, in order to lower operating costs and fully utilize the value of human resources. |
| Mature technology and transparent information cause the 3C industrial chain upstream and downstream to move towards slim profits with difficulty in raising profit margins. |
Utilize digital strengths to resolve issues with supply chain operations, resolve customers' pain points, and create value through services. |
(V) Major applications and production of key products
⚫ Major applications of key products
The products and services sold by the Company span across four major fields, namely IT for commercial use, IT for home-use, telecommunications, and semiconductors.
Commercial value-added and information consumer electronics products, can be divided into enterprise solutions and device and consumer, in terms of application. The Company's main products and services are as follows:
| Main applications and products | |
|---|---|
| Enterprise Solution | Server & Storage, Networking, Data Center Infrastructure, Cloud Service, Security & Surveillance, Productivity/Tools/BI, Database & Management, Large-Format Display & Printing |
| Device & Consumer | Client Device, Mobile Phone, PC Component, Smart Device & Home Appliance, eSports & Gaming, Peripheral & Accessory |
| Once sold, semi-conductors are used for production; the products span across the following fields: | |
| Main industries |
Semiconductor products PC, Storage & Memory, Panel / Touch / LED, Networking, AIoT, Automotive, Power
⚫ Production processes of key products: Not applicable (non-manufacturing).
(VI) Supply status of primary raw materials: Not applicable (non-manufacturing).
(VII) The Group's list of key clients and amounts in the past two years
⚫ Procurements list
| Unit: in NT\$ millions | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | |||||||
| Ranking | Name of supplier | Amount | Total annual net purchase ratio (%) |
Name of supplier | Amount | Total annual net purchase ratio (%) |
||
| 1 | A Company (Note) | 61,489 | 13 | A Company (Note) | 85,410 | 17 | ||
| Other | 414,537 | 87 | Other | 424,235 | 83 | |||
| Net purchase | 476,026 | 100 | Net purchase | 509,645 | 100 |
Note: Not a stakeholder.
The Group has maintained good relations with major suppliers for a long period of time. The situation of purchasing from major suppliers has changed slightly.
⚫ Sales list
The Group's customers are scattered and there is no excessive concentration. Thus, in the past two years, there were no customers who accounted for more than 10% of the total sales.
VI. Employees
Information of the number of employees, average years of service, and education in last two years and up to the date of publication of the Annual Report:
| Item | Year | 2023.12.31 | 2024.12.31 | 2025.03.31 |
|---|---|---|---|---|
| Sales | 1,796 | 1,675 | 1,654 | |
| Technology | 1,230 | 1,113 | 1,064 | |
| Number of | Computer | 136 | 120 | 115 |
| employees | Administrative | 449 | 398 | 388 |
| Logistics | 698 | 580 | 591 | |
| Total | 4,309 | 3,886 | 3,812 | |
| Average age | 38.5 | 38.8 | 38.7 | |
| Average years of service | 9.6 | 9.7 | 9.8 | |
| PhD | 0.0 | 0.0 | 0.0 | |
| Master's degree | 6.4 | 6.7 | 7.0 | |
| Academic | University/College | 83.1 | 83.7 | 83.6 |
| qualification (%) | High school | 9.2 | 8.4 | 8.2 |
| Below high school | 1.2 | 1.2 | 1.2 |
Note: Part-time employees are not included.
VII. Environmental protection expenditure information
Though the Company is a channel services provider of high-tech products, which is not categorized as a highly polluted industry and poses no major environmental problems, based on the belief that earth is a part of life, the Company is still committed to actively fulfilling its environmental protection responsibility. For related measures, please refer to the description in the performance of sustainable development section.
VIII.Labor relations
Synnex regards employees as important assets. We strive to build a diverse, equal, and positive workplace environment so that every employee can realize their potential and grow together in a safe and inspirational environment. The implementation of relevant employee welfare measures, retirement system, employee training, etc. is described as follows.
Employee welfare
Synnex cares about the well-being of employees and is committed to providing them with proper protection and support. In addition to paying labor insurance and national health insurance in full according to the law in Taiwan, the Company also purchases group life insurance for its employees. An Employee Welfare Committee has also been established to actively promote various benefit measures in order to enhance the quality of employees' work and life. Benefits provided include cash gifts or gift certificates for marriage, funeral, hospitalization, childbirth, and birthdays. An interest-free employee loan system has also been set up. Categories include home purchase, marriage, childbirth, car purchase, emergency relief, or new job placement, etc., to provide support for employees dealing with major changes in life. In terms of overseas subsidiaries, the employee welfare system was established in accordance with the regulations and environment of the foreign country or region. Team-building events integrated with inclusive elements of local culture and characteristics are also organized to realize the Group's teamwork spirit and diversity in practice.
Synnex attaches great importance to its people. Considering that the office is a second home to the employees, in terms of the interior decoration of the Group headquarters building, which was completed and put into use in 2024, is focused on the restrooms and pantry that are frequently used by employees. All buttons are designed with touchless design, which takes into account both antibacterial and epidemic prevention, as well as energy-saving benefits. The office area is equipped with ergonomic desks and chairs to help employees maintain a good sitting posture and improve their comfort and concentration at work. In addition, PM2.5 and CO2 emissions are fully monitored, and high-quality filtered drinking water is provided daily, and a Synnex Café is set up to provide free coffee, creating a safe, healthy and comfortable working environment for employees.
To build group cohesion, we also organize diverse team-building activities including New Year Gala, movie nights, family days, and departmental travels to build employee cohesion and to improve the balance between work and family life. Furthermore, the Company has established a recognition mechanism and reward system for senior employees to show our appreciation for employee contributions, and to encourage colleagues to continue to develop their personal careers at Synnex.
Retirement system
Retirement matters in Taiwan are handled in accordance with the requirements of the Labor Standards Act and Labor Pension Act. the Company has formed the Employee Pension Reserve Committee. The new pension system has been implemented in accordance with the Labor Pension Act since July 2005. For the new employees and the existing employees who choose to apply the new pension system, the Company pays 6% of their monthly salaries to their personal pension accounts with the Bureau of Labor Insurance. At the same time, the Company continues to retain the seniority of existing employees who choose to apply the old pension method and those who choose to apply the new pension method, and allocates the appropriate pension amount according to the payment standard of the old pension method to the account with Bank of Taiwan. In terms of overseas subsidiaries, pension reserves are appropriated and withheld regularly in accordance with the regulations and environment of the foreign country so that employees can work for the Company long term without any worries.
Labor agreement
In addition to normal organizational systems, employee-employer relations can be communicated through regular competency assessment system, labor-management meeting, and Employee Welfare Committee in order establish channel of communication between employees and management to build mutual understanding and promote a harmonious atmosphere in the Company. In addition, message push notifications in smartphone apps are also used to convey the Company's system and concepts, welfare activities, and operation-related information, etc. to all employees. We have also established an unimpeded employee grievance mechanism, and any complaints received will be investigated and responded to in a confidential manner to ensure the rights and interests of the relevant personnel. In 2024 and 2025 and up until the date of publication of this Annual Report, no significant labor dispute or loss has occurred.
Employee training
Synnex firmly believes: "Good employees make good departments, and good departments make a good company." We attach great importance to employee training and development, and have established a complete employee training system (as shown in the figure below).
Synnex is committed to long-term promotion of its diversified learning mechanism. New employee training, functional professional training and supervisor training are planned according to different career stages and training needs. Through the Synnex EMBA column, monthly issue register, project exchanges and other methods, a systematic learning process has been established to enable employees to develop proper professional capabilities at all stages of their career development.
In addition to face-to-face classroom courses, Synnex has also built a knowledge management system to allow employees to learn online independently, without being restricted by time and space, and to flexibly arrange their learning progress. Employees can improve their professional skills according to their own needs and continuously enhance their career competitiveness. In addition, employees can also apply for external training based on their work and personal professional development needs, or participate in external professional training courses recommended by their supervisors to promote personal development and corporate growth.

IX. Information security management
⚫ Management organization
The Information Security Management Committee was established to strengthen the Company's information security management and ensure the security of its data, system, and network. The chief information security officer serves as the convener of the information security team and reports to the Board of Directors at least once a year. The chief information security officer duly reported to the Board on November 4, 2024. The organizational team includes the information security operation team, emergency response team, and information security audit team. The information security operation team is responsible for constructing the information security system, including network and system management. The emergency response team is in charge of business continuity planning, crisis management procedures, execution of emergency response actions, incident reporting, and post-event analysis and prevention. The information security audit team collaborates with the Company's audit unit to conduct information security audits, covering both internal and external audits.

⚫ Information security policy
The Company's information security policy aims to "maintain the confidentiality, integrity, availability, and legality of its information, and to prevent human negligence, deliberate destruction, and natural disasters that may lead to improper use, leakage, tampering, damage, or loss of information and assets, thereby affecting the Company's operations and harming its rights and interests." In 2016, the Company implemented the ISO 27001 Information Security Management Systems, obtained ISO 27001 certification, and has continuously maintained its validity. Through the introduction of the information security management system, the Company has strengthened its ability to respond to and handle information security incidents, thereby protecting the assets of both the Company and its customers.
Risk management mechanisms
| Item | Specific management measures |
|---|---|
| Information security team | The team, composed of 19 representatives from various functional units, is responsible for the promotion and operation of information security. Meetings related to information security are convened at least once per quarter. |
| Firewall protection | 1. Set firewall connection rules. 2. Can only be opened with the approval of the responsible supervisor when there are special connection needs. |
| User Internet access control mechanism |
1. Use an automatic website protection system to control users' online behavior. 2. Automatically filter users' Internet access to websites that may have links to Trojans, ransomware, or malicious programs. |
| Antivirus software | Use antivirus software and automatically update virus pattern files to reduce the chance of infection. |
| Updating of the operating system | The operating system is automatically updated. If it is not updated for some reason, the information center will assist in updating. |
| Email security control | 1. There is automatic email threat scanning protection that prevents suspicious attachment files, phishing emails, spam emails, and expands the protection range against malicious links before users receive emails. 2. After a personal computer receives an email, the antivirus software also scans it for suspicious attachment files. |
| Data backup mechanism | Each important information system database is configured for daily backup. |
| Important file upload server | The important files of each department in the company are stored on this server, which is backed up and saved by the information center. |
| Network transmission protection | 1. Encryption of communication channels. 2. Encryption of data content and its verification through electronic signatures. |
| Data retention protection | 1. Dynamic data masking: Access is restricted to authorized data only. 2. Encrypted data storage: Sensitive information is encrypted prior to being stored in the database and must be decrypted before use. |
| Information security insurance | The Company's customers are mainly enterprise clients, and there is no risk of custodianship of sensitive consumer personal data. After evaluating the insurance coverage and applicable industries of information security insurance products on the market, we have decided not to purchase information security insurance for the time being. In response to the challenges faced by information security, we continue to pay attention to the changing trends of the information environment and have implemented relevant software and hardware, such as firewalls, anti virus software, and intrusion prevention systems. Additionally, we are actively strengthening our employees' awareness of information security crises and the ability of information security handlers to respond to such crises. |
Enhancing digital information security and upgrading customer privacy protection
To ensure comprehensive protection of customer data, the Company has established a customer data management system, beginning with aligning organizational management and operations from a corporate strategic perspective. By analyzing business processes and information systems, we examine access controls related to the collection, processing, transmission, and storage of personal data. A privacy statement regarding the disclosure of customer information is also published on our distributor website, clearly outlining the Company's commitment to safeguarding customer privacy and specifying the usage and security policies concerning customer data, thereby protecting customers' privacy rights. In 2023, the Company experienced no incidents of customer privacy violations or complaints related to breaches of customer privacy.
Emergency notification procedure
We have established an information security incident reporting mechanism. When an information security incident occurs, it is reported to the emergency response team under the information security team to determine the type of incident, identify the issue, take immediate action, and keep a record.
Losses, possible impacts, and countermeasures due to material information security incidents: None
X. Important contracts
| Nature of contract | Contract subject | Contract start and end dates | Main content | Restriction clauses |
|---|---|---|---|---|
| Construction contracts |
Taiwan Daifuku Co., Ltd. | 2020.02 until inspection and acceptance and the warranty expires |
Sydney Phase II automated warehouse and auxiliary equipment construction |
None |
| Construction contracts |
Taiwan Daifuku Co., Ltd. | 2024.01 until inspection and acceptance and the warranty expires |
Construction and automated warehousing equipment engineering at Melbourne |
None |
Note: Most of the general distribution contracts are changed every year, and there are many distribution products and each item has little effect on the overall sales, so details will not be provided here.
05 Financial Overview, Performance Analysis, and Risk Management
I. Review and analysis of financial status and financial performance
(I) Analysis of financial status
| Unit: in NT\$ millions | ||||
|---|---|---|---|---|
| Item/Year | 2023 | 2024 | Net change | |
| Amount | % | |||
| Current assets | 180,683 | 185,465 | 4,782 | 3 |
| Equity-accounted investments | 9,456 | 10,745 | 1,289 | 14 |
| Property, plant and equipment | 10,441 | 14,469 | 4,028 | 39 |
| Intangible and other assets | 13,660 | 14,288 | 628 | 5 |
| Total assets | 214,240 | 224,967 | 10,727 | 5 |
| Current liabilities | 110,795 | 116,583 | 5,788 | 5 |
| Non-current liabilities | 28,946 | 28,360 | (586) | (2) |
| Total liabilities | 139,741 | 144,943 | 5,202 | 4 |
| Capital stock | 16,679 | 16,679 | - | - |
| Capital reserve | 13,529 | 13,484 | (45) | 0 |
| Retained earnings | 49,492 | 53,734 | 4,242 | 9 |
| Other interests | (7,886) | (6,810) | 1,076 | NA |
| Non-controlling interests | 2,685 | 2,937 | 252 | 9 |
| Total equity | 74,499 | 80,024 | 5,525 | 7 |
Analysis:
Total assets(↑NT\$10,727 million, 5%)
The increase in total assets was mostly attributable to an increase in cash and cash equivalents of NT\$14,661 million (↑131%). This was due to the Group's continued lean management and implementation of inventory health control, which resulted in net cash inflow from operating activities.
Total liabilities (↑NT\$5,202 million, 4%)
The increase in total liabilities was mostly attributable to the increase in the outstanding loans (short-term loans + short-term bills payable + long-term liabilities due within one year or one operating cycle + long-term loans) by NT\$4,932 million (↑6%). After deducting cash and cash equivalents, financial products and time deposits due in more than three months, the net loan balances in 2024 and 2023 were NT\$54,677 million and NT\$70,862 million, respectively. The Group pays attention to balance its financial leverage risk and return on equity, and all solvency indicators remain good. There is also sufficient loan credit to support short-term peak funding needs at any time. There is no problem of capital turnover in the short to medium term.
Total equity (↑NT\$5,525 million, 7%)
The increase in total equity was mostly attributable to the increase in retained earnings by NT\$4,242 million (↑9%), which was mainly due to the continued increase in profit.
(II) Analysis of financial performance
| Unit: in NT\$ millions | |||||
|---|---|---|---|---|---|
| Net change | |||||
| Item/Year | 2023 | 2024 | Amount | % | |
| Operating revenue | 395,991 | 426,009 | 30,018 | 8 | |
| Operating costs | 378,392 | (407,361) | 28,969 | 8 | |
| Net gross profit | 17,599 | 18,648 | 1,049 | 6 | |
| Operating expenses | 8,965 | (8,625) | (340) | (4) | |
| Operating profit | 8,634 | 10,023 | 1,389 | 16 | |
| Non-operating income and expenses | 1,883 | 2,331 | 448 | 24 | |
| Net income before tax | 10,517 | 12,354 | 1,837 | 17 | |
| Income tax expense | 2,636 | (2,425) | (211) | (8) | |
| Net income of the current term | 7,881 | 9,929 | 2,048 | 26 | |
Analysis:
Operating revenue (↑NT\$30,018 million, 8%)
The enterprise solution business benefited from the AI boom and the growing demand for data center-related products and services. The semiconductor business continued to expand its MSP service customer base. The IT consumer business continued to experience a small growth amid the trend to replace existing machines with new AI PCs. Furthermore, mobile device business achieved revenue growth driven by the launch of new computer models. Overall, the Group achieved comprehensive growth in all four major business areas and set a new revenue record.
Operating expenses(↓NT\$340 million, 4%)
In recent years, we have vigorously promoted Agility Project. Through digital optimization, cascading information, and AI big data analysis, we have comprehensively improved operational efficiency to achieve economies of scale. As a result, operating expenses were reduced compared with the previous year. With the continuous control of operating costs, we have effectively reduced the operating expense ratio, which dropped to 2.0% and 2.3% in 2024 and 2023 respectively.
Operating profit (↑NT\$1,389 million, 16%)
The Company continues to be committed to optimizing digital capabilities, building an operations management service platform (MSP), enhancing partnerships throughout the supply chain, and expanding our business scale. In this year, the Company achieved an 8% year-on-year increase in revenue and a 4% year-on-year decrease in operating expenses, both of which were better than the previous year, resulting in a 16% year-on-year increase in operating profit. Going forward, we will continue to enhance operations to improve profitability and drive profit growth through positive performance.
Non-operating income and expenses (↑NT\$448 million, 24%)
This year, both inventory turnover days and sales collection days have improved. Interest revenue increased by NT\$378 million compared to the previous year. Financial costs decreased by NT\$29 million, which was attributable to the interest rate cut in the second half of the year, resulting in an increase in nonoperating income compared to the previous year.
(III) Cash flow analysis
⚫ Analysis on the cash flow changes of the most recent year:
| Item/Year | 2023 | Unit: in NT\$ millions 2024 |
|---|---|---|
| Cash and cash equivalents at the beginning of the year | 14,482 | 11,156 |
| Net cash inflow (outflow) from operating activities | 16,112 | 23,415 |
| Net cash inflow (outflow) from investing activities | (108) | (10,523) |
| Net cash inflow (outflow) from financing activities | (18,010) | (616) |
| Effect of exchange rate changes | (1,321) | 2,386 |
| Closing cash and cash equivalents at the end of the year | 11,156 | 25,818 |
Analysis:
Operating activities
Mostly attributable to the continuous inventory control, leading to an increase in cash inflow from liquidating the inventory.
Investing activities
Mostly attributable to payment for the construction of Synnex headquarters building, investment in Australian projects under construction, and cash outflow from time deposits.
Financing activities
Mostly attributable to the net cash outflow from borrowing and repayment of short- and long-term debt.
⚫ Improvement plan for insufficient liquidity: N/A.
⚫ Cash flow analysis for the coming year
Unit: in NT\$ millions
| Cash balance at the | Projected full year's net cash inflow (outflow) from |
Projected full year's net cash inflow (outflow) from |
Projected cash surplus | Remedial measures for cash deficit | |
|---|---|---|---|---|---|
| beginning of year (1) |
operating activities (2) |
other activities (3) |
(deficit) amount (1) + (2) + (3) |
Investment plans | Financing plans |
| 25,818 | 16,014 | (17,660) | 24,172 | - | - |
Analysis:
The Company has sufficient borrowing quota and simultaneous assessment of various funding channels to support short-term high funding needs. When the funds are sufficient, the Company will pay the loans back in a timely manner to improve the capital structure.
(IV) The effects that significant capital expenditures have on financial operations in the recent year
⚫ Major capital expenditures and their source of funds
| Unit: in NT\$ millions | ||||||||
|---|---|---|---|---|---|---|---|---|
| Actual or | Estimated end | Total funding needed |
Actual or estimated capital expenditures | |||||
| Planned item | estimated source of funds |
date of projects | 2021 | 2022 | 2023 | 2024 | 2025 | |
| Establish/expand logistics centers in each locations |
Own capital | Compile budget annually |
Compile budget annually |
403 | 243 | 983 | 1,767 | 442 |
| Nangang office building | Own capital and short-term borrowings |
2024 | 4,949 | 2,517 | 63 |
⚫ Anticipated benefits
-
- With effective and quality logistics operations as Synnex's core competitive advantage, the group prioritizes funds for its self-built logistics centers to ensure the growth and efficiency required by its businesses. Synnex will continue to invest in overseas capital expenditure to meet the needs of rapid growth of business in the future.
-
- After signing a contract in 2019 to buy the commercial office space of the Nangang Global One as the location of the Company's headquarters, the new headquarter was finally put into use in October 2024 after six years of planning and construction. The location features the complete functions of both a transportation hub and a commercial area, which can effectively improve office space efficiency and intelligence. It symbolizes the solid foundation of Synnex's steady and continuous growth, and demonstrates the Company's determination to continue to expand and cultivate the global market.
(V) Policy on investment in other companies, main reasons for profit/losses resulting therefrom, improvement plan, and investment plans for the upcoming year
⚫ Investment policy in the most recent year
The Company does not have any significant investment or disposition plans for its major investees Redington Group, Synnex Thailand, and Synnex FPT.
⚫ Review and analysis of investment
| Unit: in NT\$ millions | ||||
|---|---|---|---|---|
| Item | 2024.12.31 Percentage of shares |
2024 investment gain |
Major reason of operating profit or loss | Improvem ent plan |
| Redington Ltd. (India) |
24.12% | 1,147 | This company is categorized as IT and telecom product channel service provider, mainly engaged in India, the Middle East, and Africa. This company's net income after taxes reached NT\$4,754 million in 2024. The Company recognized investment income under the equity method. |
N/A |
| Synnex(Thailand) Public Company Ltd. (Thailand) |
40.00% | 232 | This company is categorized as IT and telecom product channel service provider, mainly engaged in Thailand. This company's net income after taxes reached NT\$573 million in 2024. The Company recognized investment income under the equity method. |
N/A |
| Synnex FPT Joint Stock Company (Vietnam) |
47.27% | 288 | This company is categorized as IT and telecom product channel service provider, mainly engaged in Vietnam. This company's net income after taxes reached NT\$609 million in 2024. The Company recognized investment income under the equity method. |
N/A |
⚫ Review and analysis of investment
The Company has no significant investment plans for this year up to the date of this year's annual report.
II. Risk management
(I) Impact of interest rate, exchange rate changes, and inflation on company's profit and response measures
| Risk item | Risk factor | Impact on company's income | Response measures | ||
|---|---|---|---|---|---|
| Interest rate First taking into account operational stability, the Company adopts appropriate financial leverage operation by raising capital at low cost to replace capital injection from its own capital and effectively increase return on shareholder's equity. However, the fluctuation of interest rate may have certain impact on the Company's cost of capital. |
Item Average loan balance Interest expense Impact of 0.25% change in interest rate on net income before tax |
2023 83,244 2,004 208 |
2024 82,940 1,977 207 |
Unit: in NT\$ millions 1. Financial leverage must be balanced with increase in return on equity; thus, when financial leverage reaches a set risk target, the Company must raise capital from the market to reduce risk. 2. Utilize the advantage of the Group's scale and good performance to negotiate prime rate from financial institutions. |
|
| Exchange rate |
The characteristics of each product line are described below: 3C products: Certain percentage of this product line is imported (mostly denominated in US\$), sale of goods is mostly denominated in local currency, and there is certain exchange risk. Semiconductor products: This product line is mainly imported (mostly denominated in US\$), sale of goods is mostly denominated in US\$, but there still is certain exchange risk. |
Item Net exchange gains (losses) |
2023 252 |
2024 113 |
Unit: in NT\$ millions A certain proportion of the purchase of goods by both Taiwan and overseas subsidiaries are in US\$, which creates foreign exchange risks between NT\$ and local currencies against US\$. Purchase US\$ or forward exchange and transfer to term deposit when there is a purchase denominated in US\$ and use the term deposit or forward exchange to settle goods payable to obtain total hedge. |
| Inflation | Electronic 3C products have become rigid demands, and the market is not highly sensitive to price. However, if the economy is seriously impacted by inflation, which will in turn affect the purchasing power both of enterprises and consumers, there will also be operational risks. |
According to the IMF's inflation rate and average consumer prices data, the inflation (deflation) rate in 2024 of where the Company and its overseas subsidiaries are located are as follows: Taiwan: 2.1% China: 0.4% Hong Kong: 1.7% Australia: 3.3% Indonesia: 2.5% Description: As inflation is not significant in each country, there is no major impact on the Company's operations in 2024. |
The Company's sales derive mainly from multiple countries, and so areas of significant impact only cover a small proportion, meaning it has effectively diversified operational risks. |
(II) High-risk, high-leveraged investments, lending, endorsement guarantees, and derivatives transactions
| Risk item | 2024 implementation status | Group policies and response measures | ||
|---|---|---|---|---|
| High risk and high leverage investments |
None. | The operational policy of the Group focuses on the operation of regular business; thus, the Group does not invest in this type of product. |
||
| Lending to others | Lending exists only between parent subsidiary relations in 2024. |
1. Lending to others will require Board of Directors' resolution. | ||
| 2. Lending to (1) Companies that have business relations with the Group. |
||||
| (2) Subsidiaries with short-term capital requirement. | ||||
| 3. The Group has stipulated "procedures for lending to others" to strictly control lending operation. | ||||
| Endorsements and | 1. Endorsements exist only between parent-subsidiary relations in 2024. 2. No endorsement loss in 2024. |
1. Endorsements and guarantees will require Board of Directors' resolution. | ||
| guarantees | 2. Endorsements and guarantees for | (1) Companies that have business relations with the Group. | ||
| (2) Companies that directly and indirectly hold more than 50% voting interest. |
||||
| (3) Inter-company or co-builder endorsement due to contract requirement, or co-investment relationship and all shareholders endorse for the Company in accordance with their shareholding. |
||||
| (4) Companies that directly and indirectly hold 100% voting interest. | ||||
| 3. The Group has stipulated "procedures for endorsements and guarantees" for strict control. |
||||
| Derivatives transactions |
The Group has purchased forward exchange contracts to avoid foreign exchange risk in 2024, as gain/loss from hedging transactions have been offset by its gain/loss, no actual major gain/loss is generated. |
The group does not carry out speculative derivative trading; trading of derivative products is for hedging purpose only. All transactions are strictly controlled in accordance with "procedures for derivative transactions" stipulated by the Group. |
(III) Other
| Risk item | Risk factor | Impact on the Company in 2024 |
Response measures |
|---|---|---|---|
| R&D | In order to expand its semiconductors business, the Company has a dedicated department responsible for providing product testing and design services for brand manufacturers and customers. However, the Company is positioned to provide technical services, and the risk of product R&D is concentrated solely on suppliers or customers. |
None | The Company's technology application department is positioned to "assist the sales of semiconductor products through pre-sales services", and resources are invested depending on market conditions to provide customer services; the final risk of R&D is borne by the customers. In addition, the Company is positioned as a "Management Service Platform", and has invested a fair amount of human resources and funds; it has continually refined its services and systems to satisfy requirements of the industry supply chain. However, this investment is innovation of operation management and service, and does not apply to R&D investment. In conclusion, the Group has no plan to invest in R&D. |
| Risk item | Risk factor | Impact on the Company in 2024 |
Response measures |
|---|---|---|---|
| Change of government policy and regulations |
As the Company is a channel business with strong logistics capabilities, the risk of product R&D focuses solely on suppliers or customers. At present, the industrial policies of the governments of each country in which the Company is located tend to encourage the development of high value added logistics operations, especially in Taiwan and the China. Thus, the risk of change of government policies and regulations is limited at present. |
There are no major changes in government policies and regulations. |
The Company will continue to observe and analyze the future direction of government policies and regulations in order to facilitate immediate response. |
| Change of technology (such as information security risks) and industry |
1. The Company's product range is mostly high-tech products; thus, sales change triggered by change of technology will result in operational risk, for example, unable to become an agent for innovative products. |
The Company's product distribution rights have both increased and decreased. |
The Company operates on its policy of "multi-brand, multi products." The products that the Company distributes include well-known global brands. In general, most major brands have good control over their technological advantages; thus, the Group's operational risk is effectively reduced. |
| 2. The Company's business operations are highly dependent on the construction and development of information systems. If there are threats that affect the assets, processes, and operating environment of the entire organization, the enterprise as a whole may suffer a loss of information confidentiality, integrity, or availability. |
The Company has no major deficiencies in information security-related audits and has no major information security incidents resulting in leakage of customer information and |
The Company will continue to rigorously monitor and strengthen information security protection mechanisms, track information security threats and formulate response measures to control the risk events that may exist in the enterprise, and continue to track improvement. 1. Strengthen information security awareness promotion and |
|
| fines. | training to reduce personnel errors and enhance personnel's awareness of information security protection. |
||
| 2. Continue to pay attention to international trends and standard requirements, and conduct international standard verification through external third-party organizations every year (passed ISO 27001 information security verification for 9 consecutive years). |
|||
| Change of corporate image |
As the end-user of the Company's IT and Telecom products are consumers, corporate image is very important to the Company's operation. |
The corporate image of the Company remains positive and there is no event that significantly damaged the Company's image. |
1. Strengthen the service skills of the customer service department, and fully utilize the functions of customer feedback and consumer complaint mailbox. |
| 2. In case of major consumer disputes, an inter-departmental team shall be formed to keep the situation from worsening. |
|||
| Mergers and acquisitions |
Mergers and acquisitions can facilitate the expansion of product distribution and range while expanding market share. However, there are risks of overpricing, under valuing liability, and failure in integration. |
The Company did not participate in any mergers and acquisitions. |
N/A. |
| Expansion of plants | Synnex's core competitive advantage is effective and quality back office logistics operation that enhances value added services, expands market share, and enhances overall performance. However, there exists risks of poor cash flow resulting from over-expansion, low utilization, or idleness. |
The cost of establishment or expansion of logistics centers was approximately NT\$983 million. |
Before expansion: Careful evaluation of investment effectiveness and cost. After expansion: Introduce successful operational experience and management to develop its effectiveness. |
| Centralized purchasing or sales |
The risk of centralized purchasing is the impact to the Company's performance when distribution rights or when the represented product has lost its competitiveness. The risk of centralized sales is the significant impact to the Company's performance when losing a customer. |
The Company does not have over centralized purchasing and sales issues. See the statistics of the "Group's list of key clients and amounts in the past two years". |
The Company operates on its policy of "multi-brand, multi products" and "open channel management to establish dense reseller network" to develop markets, which can also effectively avoid risk of centralized purchasing and sales. |
| Mass transfer or change of shares of directors, supervisors, or shareholders holding more than 10% interest |
May have significant impact to shareholder rights and Synnex's share price. |
No significant equity transfer or change. |
The Company has established reporting mechanism to effectively manage relevant situations and the disclosure of information. |
| Change in management rights |
May have significant impact to shareholder rights and Synnex's share price. |
There is no change in management rights. |
The Company will promptly publish major information shall there be any change in management rights. |
| Litigation or non litigation events |
Major litigation and non-litigation events of the Company and the Company's Directors, Supervisors, President, actual owner, major shareholders with over 10% of shareholding, and subsidiaries will damage the Company's image, shareholder rights, and Synnex's share price. |
Description below | With the established reporting system, the Company will minimize the damage through honest, fast, and open process. |
The concluded or pending litigious, non-litigious, or administrative litigation event as of the date of report is described as follows:
On November 13, 2017, the Suzhou Xiangcheng District People's Court in Jiangsu Province accepted the suit brought by Ziguang Digital (Suzhou) Group Co., Ltd. against Synnex Distributions (China) Ltd. for a dispute over a sale and purchase contract. Ziguang believed that the goods they received were not the target of the contract and requested a refund. The court dismissed the case on January 22, 2018 since it believed that the Public Security Bureau was investigating the case. In August 2020, on the grounds that the Public Security Bureau canceled the criminal investigation, lawsuits were successively renewed for RMB28,926 thousand, RMB17,401 thousand, RMB5,593 thousand, and liquidated damages. In March 2022, the Suzhou Xiangcheng People's Court in Jiangsu Province ruled against the Company in the aforementioned cases. The Company completed payment in full in May 2022. Filed for retrial in August 2022.
(IV) Other significant risks and response measures: None.
III. Other important matters: None.
06 Special disclosures
I. Profiles of affiliated enterprises
(I) Organization chart and basic information of affiliated enterprises
Please refer to the "Single Company - Document Download - Affiliated Enterprise" section of the Market Observation Post System (MOPS) at https://mopsov.twse.com.tw/mops/web/t57sb01_q10
In addition, the Company does not have a company with control and affiliation as stipulated in Article 369-3 of the Company Act and the direct or indirect control of personnel, finances, or business operations of the Company as stipulated in Article 369-2, Paragraph 2 of the Company Act.
(II) Information of common shareholders who are presumed to have a relationship of control and subordination: None.
(III) Businesses covered by the affiliated enterprises' overall operations
The businesses of the Company and the Company's affiliated enterprises include IT for commercial use, IT for home-use, telecommunications, and semiconductor products channel businesses, warehousing and logistics services, maintenance and technical services, and professional investments.
(IV) The names of the directors, supervisors and presidents of the affiliated enterprises and their shareholding or investment in the affiliated enterprises
Please refer to the "Single Company - Document Download - Affiliated Enterprise" section of the Market Observation Post System (MOPS) at https://mopsov.twse.com.tw/mops/web/t57sb01_q10
(V) Business overview of affiliates
Please refer to the "Single Company - Document Download - Affiliated Enterprise" section of the Market Observation Post System (MOPS) at https://mopsov.twse.com.tw/mops/web/t57sb01_q10
(VI) Consolidated financial statement of affiliates
For the 2024 year, companies that should be included in the consolidated financial statement of affiliates as provided by the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports of Affiliated Enterprises, and Consolidated Financial Statements of Affiliated Enterprises" are the same as what should be included in the consolidated financial statements of parent and subsidiary companies as provided in IFRS No. 10, and the relevant information that should be disclosed in the consolidated financial statements of affiliates has been disclosed in the consolidated financial statements of the parent and its subsidiaries. Hence, we did not separately prepare consolidated financial statements of affiliated enterprises. The Company has issued the aforementioned declaration; please refer to the audit report by the independent accountants.
- II. Progress of private placement of securities: None.
- III. Other supplemental information: None.
- IV. Corporate events with material impact on shareholders' equity or stock prices set forth in Article 36, Paragraph 2, Subparagraph 2 of Securities and Exchange Act in the past year and up to the date of report: None.
