Board of Directors

Title Name Nationality or Place of Registration Date First Elected Major Education and Work Experience
Chairman Vincent Mao R.O.C. 7/9/1992 EMBA, National Taiwan University
Institute of Microelectronics, Cheng Kung University
General Manager, Sitronix Technology Corp.
Market Planning, United Microelectronics Corp.
Director Wen-Bin Lin R.O.C. 1/5/1999 Electronics,Taipei Tech
Director I-Hsi Cheng R.O.C. 1/5/1999 Department of Electronics Engineering, NCTU
Deputy Manager, United Microelectronics Corp.
Deputy Manager, Design Department, Novatek Microelectronics Corp.
Director Silicon Power Computer & Communications Inc R.O.C. 6/11/2014 -
Representative: Hui-Min Chen R.O.C. MBA, University of Central Oklahoma (U.S.)
Assistant General Manager, Sales Division, Transcend Information, Inc.
Director Sheng-Su Lee   R.O.C. 6/22/2015 Graduate Institute of Electrical Engineering, National Taiwan University
General Manager, Corporation.
Independent Director Cheng-Chieh Dai R.O.C. 6/10/2010 Institute of Electrical Engineering, State University of New York at Stony Brook
Department of Electrical Engineering, Cheng Kung University
Assistant General Manager, Accusys, Inc.
Business Manager, Elitegroup Computer Systems Inc.
Independent Director Yu-Nu Lin R.O.C. 6/27/2018 EMBA, Taiwan University
Department of Accounting, Chengchi University
Taiwan Securities Co., Ltd. Sales Deputy Manager
KPMG Taiwan Intermediate auditor
Passing the Accounting Entrance Exam
Independent Director Jui-Hsiang Lo R.O.C. 7/27/2021 MBA, National Chengchi University
Department of Communications Engineering, National Chiao Tung University
Manager, Consumer Communications Products Department, United Microelectronics Corporation
Independent Director Ching-Jung Hsu R.O.C. 7/27/2021 Accounting and Statistics Department of Aletheia University

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

(1) Diversification 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 Incorporation, and the resolutions of the shareholders’ meetings.

In accordance with Article 20 of the Company’s “Corporate Governance Best Practice Principles” and Article 2 of the “Procedures for Election of Directors”, the election of Directors should take into consideration the overall configuration of the Board of Directors. Board members should generally possess the knowledge, skills and qualities necessary to perform their duties, and their overall competencies are as follows: A. Operational judgment, B. Accounting and financial analysis, C. Business management, D. Crisis management, E. Industry knowledge, F. International market view, G. Leadership, and H. Decision-making ability.

(2) Specific management objectives and their achievement:

Specific management objectives of the Board of Directors’ diversification and the achievement of such objectives:

Management objectives Achievement status
A. The Company’s Board respects gender equality, where it ensures there is at least one female director on the Board. Achieved
B. The Company’s Board prioritizes operational decision making, operation management, and crisis management abilities, where it ensures at least 2/3 of the members of the Board possess relevant core abilities. Achieved
C. 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. Achieved
D. For the purpose of supervision, the number of independent directors shall represent more than 1/3 of the Board’s seats. Achieved

The current Board of Directors of the Company consists of 9 Directors, all of whom are nationals of the R.O.C., with 8 male Directors (89%) and 1 female Director (11%); three Directors are aged 51 to 60, five Directors are aged 61 to 70, and one Director is aged 71 to 80.

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.

The Company has 4 Independent Directors (44% of the total number of Directors), 2 of which have been appointed for a term of less than 3 years, 1 for a term of 3 to 9 years, and 1 for a term of more than 9 years. They have been elected to continue to serve as the Company’s Independent Directors in consideration of the fact that their expertise in corporate management and their experience in corporate governance are of significant benefit to the Company. One of the Independent Directors is a female with professional qualifications in accounting, specializing in finance, accounting and auditing, and the remaining three Independent Directors have working experience as chairpersons and general managers in the technology industry, and all of them possess business, technological, and operational judgment, which is conducive to the enhancement of the Company’s corporate governance and the planning of its future business strategy direction.

Implementation of the diversity policy for Board members:

Name of director Title Gender Age Length of term of office of independent director As a staff member of the Group Diversified core competencies
51 -60 61 -70 71 -80 Less than 3 years 3 -9 years More than 9 years Operational judgment Accounting and financial analysis Business management Crisis management Industry knowledge International market view Leadership Decision-making ability
Vincent Mao Chairman Male ● ● ● ● ● ● ● ● ●
Wen-Bin Lin Director Male ● ● ● ● ● ● ● ●
I-Hsi Cheng Director Male ● ● ● ● ● ● ● ● ●
Silicon Power Computer & Communications Inc. Director Male ● ● ● ● ● ● ● ●
Representative: Hui-Min Chen
Sheng-Su Lee Director Male ● ● ● ● ● ● ● ● ●
Cheng-Chieh Dai Independent Director Male ● ● ● ● ● ● ● ● ●
Yu-Nu Lin Independent Director Female ● ● ● ● ● ● ● ● ●
Jui-Hsiang Lo Independent Director Male ● ● ● ● ● ● ● ● ●
Ching-Jung Hsu Independent Director Male ● ● ● ● ● ● ● ● ●

In summary, the professional backgrounds and diversified core competencies of the members of the Board of Directors of the Company are beneficial to the Company’s overall business operations and have resulted in the realization of diversified management objectives.

Board Independence:
The Company has 9 Directors, including 4 Independent Directors (44% of the total number of Directors), accounting for more than one-third of the total number of Directors. Each of the Independent Directors has complied with the independence requirements set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”. None of the Directors are related to each other as spouse or consanguineous within two degrees of consanguinity, which is in compliance with Paragraph 3 and 4 of Article 26-3 of the Securities and Exchange Act. In summary, the Company’s Board of Directors is independent.

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 2023 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 2024.

(2) The external evaluation results of the Board of Directors for 2023 were disclosed on the Company’s website after the board report in the first quarter of 2024.

Evaluation Cycle Evaluation Period Evaluation Scope Evaluation Method Evaluation Content Evaluation Results
Once a year January 1, 2023 to December 31, 2023 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. 		In 2023, the overall performance evaluation index of the Board of Directors consisted of five major aspects, totaling 11 indicators, and the overall evaluation result was 100/100, indicating that the overall Board of Directors operated efficiently and effectively.
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. 		The performance indicators of the Audit Committee for 2023 consisted of five major aspects and a total of 22 indicators, with an overall rating of 4.97/5, indicating that the overall operation of the Audit Committee was sound, in compliance with the requirements of corporate governance, and effective in enhancing the functions of the Board of Directors.
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. 		The performance indicators of the Audit Committee for 2023 consisted of five major aspects and a total of 22 indicators, with an overall rating of 4.97/5, indicating that the overall operation of the Audit Committee was sound, in compliance with the requirements of corporate governance, and effective in enhancing the functions of the Board of Directors.
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.
 The performance indicators of the Remuneration Committee for 2023 consisted of four major aspects and a total of 19 indicators, with an overall rating of 4.97/5, indicating that the overall operation of the Remuneration Committee was sound, in compliance with the requirements of corporate governance, and effective in enhancing the functions of the Board of Directors.
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. 		The performance indicators of the Sustainability Committee for 2023 consisted of five major aspects and a total of 24 indicators, with an overall rating of 4.92/5, indicating that the overall operation of the Sustainability Committee was sound, in compliance with the requirements of corporate governance, and effective in enhancing the functions of the Board of Directors.
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. 		1. It is proposed that risk management could be elevated to board level.
2. It is recommended that annual education programs for board members be standardized.
3. It is recommended that the intellectual property management program and information security management obtain third-party certification standards.
4. Establishment of a dedicated Head of Corporate Governance.
5. Evaluation of the independence and suitability of the certified public accountants by reference to the Audit Quality Indicators (AQI).