Board of Directors and Functional Committees

Investors-Investors

The board of directors

The board of directors' responsibilities

The board of directors' primary task is to create the maximum benefit for shareholders, and its main responsibilities are to review the operational plan and financial statements, establish the internal control system and assess its effectiveness, and audit major financial business matters. To fulfill the duty of supervision, the board of directors establishes functional committees, including the audit committee and the remuneration committee, and the members of the committees have professional abilities and qualifications.

Director's resume：(Current Term of Office：2023/05/30~2026/05/29)

Title	Name	Date of appointment	Resume
Chairman	Chung-I Lee	2023.05.30	Visco Vision Inc. President and CEO BenQ Corporation Senior Associate and President of Mobile Product Division Qualcomm Inc. Senior Engineer Ph.D. in Electrical Engineering, University of California
Director	Ke-Yung Yu	2023.05.30	BenQ Materials Corp. Director AUO Corp. Director Qisda Corp. Deputy General Manager of Finance MBA, University of Strathclyde
Director	BenQ Materials Corp. Pei-I Liu, Representative	2023.05.30	BenQ Materials Corp. Vice President BenQ Materials Corp. CTO DAXON Technology Inc. Director of Polarization R&D, Factory Director Masters, Department of Photonics, National Chiao Tung University
Director	Sheng-Wen Chen	2023.05.30	Crystalvue Medical Corporation Indpendent Director BenQ Corporation Senior Vice President and President of Netcom Business Division Qualcomm Inc. Director of R&D Ph.D. in Electrical Engineering, University of Maryland
Indpendent Director	Chiu-Jui Wei	2023.05.30	Compal Electronics Inc. Senior Vice President Toppoly Optoelectronics Corp. CFO and Senior Vice President BNP Paribas Executive Director MBA, University of Washington
Indpendent Director	Ying-Chou Yang	2023.05.30	TSRC Corporation Indpendent Director Kaimei Electronic Corp. President YAGEO Corporation CFO/CSO Department of Business Administration, Soochow University
Indpendent Director	Kuo-Kuang Chao	2023.05.30	International Industry-Academia Alliance of NTUT CEO Fwusow Industry Co., Ltd. Special Assistant to the Chairperson OU JIE Technology Co., Ltd. President MBA, Thunderbird School of Global Management
Indpendent Director	Wei-Ting Lai	2023.05.30	Min-Sheng General Hospital Director of Ophthalmology EyePlus CMO EyePlus Co., Ltd. Director School of Medicine, National Taiwan University

Diversity and Implementation Status of the Board of Directors

The nomination and selection of members of the board of directors of our company are based on a candidate nomination system. In addition to evaluating the qualifications of each candidate, we also consider the opinions of various stakeholders and follow the "Director Election Regulations" and the "Investors' Practical Guidelines" to ensure the diversity and independence of the board members.

The "Investors' Practical Guidelines" of our company clearly stipulate that the composition of the board of directors should take into account diversity, and that directors who concurrently serve as company managers should not exceed one-third of the seats on the board of directors. The board should also formulate appropriate diversification policies based on its own operations, business models, and development needs, including but not limited to gender, age, nationality, and culture. The board as a whole should generally possess the knowledge, skills, and qualities necessary to perform its duties. To achieve the ideal goal of investors, the board as a whole should possess the following abilities: (1) operational judgment ability, (2) accounting and financial analysis ability, (3) management ability, (4) crisis handling ability, (5) industry knowledge, (6) international market perspective, (7) leadership ability, and (8) decision-making ability.

The current policy and implementation of diversification of the members of the board of directors of our company are as follows:

Diversity criteriaName of Director	Basic composition								Industry experience and professional capabilities
	Nationality	Gender	Concurrently employees	Age			Independent director office term		Operational judgment	Finance and accounting	Operational management	Crisis management	Industrial knowledge	Global market perspective	Leadership ability	Decision-making ability
	Nationality	Gender	Concurrently employees	51 to 60	61 to 70	71 to 80	Less than 3 terms	More than 3 terms	Operational judgment	Finance and accounting	Operational management	Crisis management	Industrial knowledge	Global market perspective	Leadership ability	Decision-making ability
Chung-I Lee	R.O.C.	Male
Ke-Yung Yu	R.O.C.	Male
BenQ Materials Corp. Representative: Pei-I Liu	R.O.C.	Male
Sheng-Wen Chen	R.O.C.	Male
Chiu-Jui Wei	R.O.C.	Female
Ying-Chou Yang	R.O.C.	Male
Kuo-Kuang Chao	R.O.C.	Male
Wei-Ting Lai	R.O.C.	Male

One of our company's directors holds an employee position, accounting for 13% of all board members. Four independent directors hold 50% of all board member positions and have not been re-elected for more than three terms. One female director holds 13% of all board member positions. Two directors aged 51-60 hold board member positions, six directors aged 61-70 hold board member positions, and no directors aged 71-80 hold board member positions. Our management goals of having at least one female director and having the number of independent directors exceed one-third of the total number of directors have been achieved.

Audit Committee

Members of the Audit Committee

The Audit Committee of the company is composed of all independent directors. For the members' profiles, please refer to the directors' resumes.

Responsibilities of the Audit Committee

The main purpose of the operation of this committee is to supervise the proper expression of the company's financial statements, the selection (dismissal) and independence and performance of the certified public accountant, the effective implementation of the company's internal control, the company's compliance with relevant laws and regulations, and the control of existing or potential risks of the company.

The main duties of this committee are as follows:

1. 　Formulate or revise the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2. 　Assess the effectiveness of the internal control system.
3. 　Formulate or revise the processing procedures for significant financial business activities such as acquiring or disposing of assets, engaging in derivative commodity transactions, lending funds to others, endorsing or providing guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.
4. 　Matters involving the personal interests of directors themselves.
5. 　Significant asset or derivative commodity transactions.
6. 　Significant lending, endorsement, or guaranteeing of funds.
7. 　The issuance, offering, or private placement of equity securities.
8. 　Appointment, dismissal, or remuneration of certified public accountants.
9. 　Appointment or dismissal of financial, accounting, or internal audit supervisors.
10.　Annual Financial Reports and Semi-Annual Financial Reports.

Compensation Committee

The Compensation Committee of our company is composed of the following members. Please refer to the director's resume for the member profiles.

Title	Name
Convener	Chiu-Jui Wei
Committee Member	Ying-Chou Yang
Committee Member	Kuo-Kuang Chao

Compensation Committee Responsibilities

The Compensation Committee shall exercise due care of a good administrator, faithfully perform the following duties, and submit the proposed recommendations for discussion at the board of directors:

1. 　Regularly review the organizational regulations of the Compensation Committee and propose revision suggestions.
2. 　Formulate and regularly review the performance evaluation standards, annual and long-term performance goals, and policies, systems, standards, and structures of the directors and managers of our company, as well as the compensation and benefits. The content of the performance evaluation standards should be disclosed in the annual report.

Communication between Independent Directors and Heads of Internal Audit, as well as Accountants

Principles of Communication between Independent Directors, Internal Audit Executives, and Auditors

I、At least once a year, a separate communication meeting is convened between independent directors and the internal audit supervisor, as well as the accountant, to discuss and communicate on matters such as the internal audit situation and external audit opinions.
II、In the event of significant abnormal incidents, the aforementioned personnel deem it necessary to communicate relevant matters separately and may convene meetings at any time. Independent directors, internal audit executives, and accountants all have direct communication channels, facilitating real-time discussions as needed.

Communication between Independent Directors and Auditors

The communication between independent directors and internal audit executives

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