Board of Directors

Name

Gender

Professional Qualifications & Experience (Note 1)

Chairman

Vincent Mao

Male

  1. Acquired work experience in business, technology, practice of industry knowledge, and operational decision making.
  2. Chairman and CEO (for consecutive terms), Sitronix Technology Corp.; Chairman, Sitronix Holding International Limited; Director, mCore Technology Corp; Director, Sensortek Technology Corp.; Chairman & CEO, Forcelead Technology Corp.; Director, INFSitronix Technology Corp.; Chairman, Sitronix Investment Corp.; Director, Sync-Tech System Corp.; Director, Silicon Power Computer & Communications Inc.; Independent Director, Compal Broadband Networks Inc.; Director, ezGlobal Corp.
  3. Not subject to any of the matters under Article 30 of the Company Act.

Director

Wen-Bin Lin

Male

  1. Has the work experience required in the business sector and that requires operational judgement.
  2. Director of Gu Ming Investment Corp. for consecutive terms
  3. Not subject to any of the matters under Article 30 of the Company Act.

Director

I-Hsi Cheng

Male

  1. Acquired work experience in business, technology, practice of industry knowledge, and operational decision making.
  2. CRO (for consecutive terms), Sitronix Technology Corp.; Chairman, mCore Technology Corp.
  3. Not subject to any of the matters under Article 30 of the Company Act.

Director

Silicon Power Computer &

Communications Inc.

Representative: Hui-Min Chen

Male

  1. Acquired work experience in business, technology, and operational decision making.
  2. Chairman and CEO (for consecutive terms),Silicon Power Computer & Communications Inc.; Chairman, Silicon Power Computer & Communications Netherlands B.V; Chairman, Silicon Power Computer & Communications USA Inc.; Director, Wang Xin Investment Corp.; Director, Silicon Power Investment Co., Ltd.; Supervisor, Silicon Power Japan Co., Ltd.
  3. Not subject to any of the matters under Article 30 of the Company Act.

Director

Sheng-Su Lee

Male

  1. Acquired work experience in business, technology, practice of industry knowledge, and operational decision making.
  2. Deputy Chairman and Deputy CEO (for consecutive terms), Silicon Power Computer & Communications Inc.; Chairman & CEO, Sensortek Technology Corp.; Director, Silicon Power Investment Co., Ltd.
  3. Not subject to any of the matters under Article 30 of the Company Act.

Independent Director

Cheng-Chieh Dai

Male

  1. Acquired work experience in business, technology, and operational decision making.
  2. General Manager (for consecutive terms), Accuvision Technology Inc.; Director, Accuvision Technology Inc.; Independent Director, NEXCOM International Co., Ltd.; Director, STL Technology Ltd.; Director, Cheng Yu Investment Co., Ltd.
  3. Not subject to any of the matters under Article 30 of the Company Act.

Independent Director

Yu-Nu Lin

Female

  1. Acquired work experience in accounting and operational decision making and passed the national exam required by certified accountant and obtained certification of the professionals and technologists examination.
  2. Assistant Business Manager (for consecutive terms), Taiwan Securities Co., Ltd.; Financial Assistant General Manager, Chin-Poon Industrial Co., Ltd.
  3. Not subject to any of the matters under Article 30 of the Company Act.

Independent Director

Jui-Hsiang Lo

Male

  1. Acquired work experience in business, technology, and operational decision making.
  2. Chairman (for consecutive terms), IC PLUS Corp.; Director, Dadi Early-Childhood Education Group Ltd.; Independent Director and Remuneration Committee Member, Silicon Integrated Systems Corp.; Director, Cloudberry Consultant Corp.
  3. Not subject to any of the matters under Article 30 of the Company Act.

Independent Director

Ching-Jung Hsu

Male

  1. Acquired work experience in business, technology, and operational decision making.
  2. General Manager (for consecutive terms), Shin Hwa Clock Industry Co., Ltd.
  3. Not subject to any of the matters under Article 30 of the Company Act.

Note 1:Professional qualifications and experience: Description shall be provided on the professional qualifications and experience of individual directors and supervisors. For those who are members of the Audit Committee and have accounting or financial expertise, their accounting or financial background and working experience shall be described. Any non-compliance with the provisions of Article 30 of the Company Act shall be made explicit.

Board Diversity and Independence

(1) Board Diversity: Description of the Board’s diversity policy, objectives and achievements. The diversity policy refers to, but is not limited to, the selection criteria of the Directors, the professional qualifications and experience required of the Board of Directors (hereinafter “the Board”), and the composition or ratio of the Board in terms of gender, age, nationality, and cultural background. Descriptions are provided on the Company’s specific objectives and the status of its achievements in accordance with the aforementioned policy.

The Company’s Board shall guide the corporate strategy, supervise the management, and be accountable to the Company and the shareholders. The corporate governance system shall operated and be arranged in a way that ensures the Board exercises its powers in accordance with the laws and regulations, the Articles of Association, and the resolutions of the shareholders’ meetings.

The specific management objectives of the Board’s diversity policy are as follows:

  1. The Company’s Board respects gender equality, where it ensures there is at least one female director on the Board.
  2. The Company’s Board prioritizes operational decision making, operation management, and crisis management capabilities, where it ensures at least 2/3 of the members of the Board possess relevant core abilities.
  3. For the purpose of supervision, the number of members of the Board who are employees of the Company, its parent, subsidiary, or brother companies shall be less than (including) 1/3 of the number of directors.
  4. For the purpose of supervision, the number of independent directors shall represent more than 1/3 of the Board’s seats.

Board diversity achievements are as follows:
There are 9 Directors of Sitronix this year, with 4 Independent Directors, accounting for 44%. 3 Directors are aged between 51 to 60, 5 Directors are aged between 61 to 70, and 1 Director is aged between 71 to 80.

Among the Independent Directors, there is one female with professional qualification of accountant and is proficient at financial accounting, The 3 other Independent Directors have accumulated the work experience of being a chairman and/or a general manager in the technology sector. They are all proficient at business, technology, and operational decision making and can contribute their expertise to the improvement of corporate governance and planning of future business strategies of the Company.

Among the non-independent directors, there are 3 Directors with employee status, accounting for 33% of the total number of Directors. All 3 Directors are proficient at business, technology, industry knowledge, and operational decision making. 1 Director is a legal person director of the information electronics industry, who is able to provide different industry experience insights and advices while being equipped with the work experience in business, technology, and operational decision making; 1 Director has extensive industry knowledge and expertise in finance; all Directors are able to adopt an international perspective to implement the action plans of board diversity.

(2) Independence of the Board: Description shall be provided on the number and ratio of independent directors and the status of independence of the Board. Explanations shall be provided with reasons on the Board’s compliance with paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act, including the existence of spousal relationship and second-degree family kinship among or between directors and supervisors. There are 9 Directors of Sitronix this year, with 4 Independent Directors, accounting for 44%. The Board is independent. There is only one legal person Director, and the rest are natural person Directors; None of the Directors has any relationship with each other as stipulated in paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act, or spousal relationship or second degree family kinship.

The internal performance evaluation results of the Company's Board of Directors

(1) The internal performance evaluation results of the Company’s Board of Directors for 2022 were between 5 points of “Strongly Agree” and 4 points of “Agree”. The majority of directors strongly agreed with the operation of various evaluation indicators, and the overall operation of the evaluation board and functional committees was good, in line with the Company’s governance requirements, effectively strengthened the functions of the Board of Directors and protected shareholder rights. The evaluation results were disclosed on the Company’s website after the board report in the first quarter of 2023.

(2) The external evaluation results of the Board of Directors for 2022 were disclosed on the Company’s website after the board report in the first quarter of 2023.

Evaluation Cycle Evaluation Period Evaluation Scope Evaluation Method Evaluation Content
Once a year January 1, 2022 to December 31, 2022 Board of Directors 1.   The internal self-evaluation of the Board of Directors. 2.   The Board of Directors shall carry out the internal self-evaluation questionnaire of the Board of Directors. 1. Participation in the operation of the Company.
2. Improve the quality of decision making of the Board of Directors.
3. Composition and structure of the Board of Directors.
4. Election and continuing education of directors.
5. Internal control.
January 1, 2022 to December 31, 2022 Individual board members Questionnaire of self-evaluation of board members. 1. Alignment of the goals and missions of the Company.
2. Awareness of the duties of a director.
3. Participation in the operation of the Company.
4. Management of internal relationships and communication.
5. Professionalism and continuing education of the Directors.
6. Internal control.
January 1, 2022 to December 31, 2022 Functional committee: Audit Committee Questionnaire of self-evaluation of Audit Committee Members. 1.Participation in the operation of the Company.
2. Awareness of the duties of the functional committee.
3. Improvement of quality of decisions made by the functional committee.
4. Makeup of the functional committee and election of its members.
5. Internal control.
January 1, 2022 to December 31, 2022 Functional committee: Remuneration Committee Questionnaire of self-evaluation of Remuneration Committee Members. 1. Participation in the operation of the Company.
2. Awareness of the duties of the functional committee.
3. Improvement of quality of decisions made by the functional committee.
4. Makeup of the functional committee and election of its members.
August 4, 2022 to December 31, 2022 (On August 4, 2022, the Board of Directors decided to establish the "Sustainable Development Committee".) Functional committee: Sustainable Development Committee Questionnaire of self-evaluation of Sustainable Development Committee Members. 1. Participation in the operation of the Company.
2. Awareness of the duties of the functional committee.
3. Improvement of quality of decisions made by the functional committee.
4. Makeup of the functional committee and election of its members.
5. Internal control.
Once three years October 1, 2021 to September 30, 2022 Board of Directors 1. External evaluation of Board of Directors.
2. External evaluation agency: Taiwan Investor Relations Association.
3. Conducted on the basis of the documents provided by the Company, self-evaluation questionnaires, and on-site visit and evaluation.
1. Organization and professional development of the Board of Directors.
2. Quality of decision making of the Board of Directors.
3. The operation efficiency of the Board of Directors.
4. Internal control and risk management.
5. The degree of board participation in corporate social responsibility.