Board of Directors-Governance-Investor Relations-Coretronic Corporation-中強光電-中光電

Issue Date: February 27, 2024

The Board of Directors is the highest governing unit of the company and serves as the center for significant business decisions. Its responsibilities include appointing and supervising the company's management team, overseeing operational performance, preventing conflicts of interest, and ensuring compliance with various laws, the company's bylaws, and shareholder resolutions in order to exercise its powers. The Board is committed to maximizing shareholder rights and interests.

The Board of Directors currently convenes at least once per quarter, during which the company's management team presents reports on operational performance. The Board then deliberates and decides on future business strategies and significant policies.

Under the purview of the Board of Directors, there are three functional committees: the Audit Committee, the Compensation Committee, and the Nomination Committee. These committees review and discuss matters before presenting them to the Board for decision-making. Through the scrutiny of these functional committees, the Board fulfills its responsibilities and enhances shareholder interests. In addition, apart from the matters specified in the "Rules of Procedure for Shareholders Meeting," the Board of Directors and the three functional committees report significant events related to governance, finance, society, and investments to the Board. In 2022, a total of 26 significant events were reported to the Board.

The 11th Board of Directors

According to the "Candidate Nomination System" stipulated in the Articles of Incorporation, the Board of Directors' candidates are elected by the shareholders' meeting. In accordance with the "Corporate Governance Best Practice Principles" of Coretronic, the composition of the Board of Directors should consider diversity. Except for Coretronic's presidents, who cannot serve as a director, the Board should establish appropriate diversity policies based on its operations, business model, and development needs. These policies should include, but are not limited to, the following two major aspects:

1. Basic attributes and values: Gender, age, nationality, and cultural background.
2. Professional knowledge and skills: Professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

Coretronic's Diverse Policy, Management Objectives, and Achievement Status

Management Objectives	Achievement Status
Directors concurrently hold managerial positions in the company shall not exceed one third of total directors.	Achieved
Add one female director.	Achieved
The tenure of independent directors on the Board shall not exceed nine years consecutively.	Achieved

According to Article 18 of Coretronic's Articles of Incorporation, directors shall be elected by the board of directors pursuant to the candidates nomination system. The term of the existing directors is from June 10, 2022 to June 09, 2025.

Name	Position	Gender	Age	Independent Director Seniority	Highest Education & Other Significant Position	Professional Field
Mr. Wade Chang	Director	Male	71~80	-	Master of NTU-Fudan EMBA , National Taiwan University Chairman, Coretronic Corporation	Operating & Management Leading Decision Industrial Knowledge
Hsun Chieh Investment Ltd. Representative: Mr. Tai-Shung Ho	Director	Male	61~70	-	Master of Electrical Engineering, National Tsing Hua University Chairman, Novatek Microelectronics Corporation	Operating & Management Leading Decision Industrial Knowledge
Hanns Prosper Investment Corporation Representative: Mr. Yu-Chi Chiao	Director	Male	61~70	-	Doctor of Business Administration, City University of Hong Kong Doctor of Business Administration, Fudan University Chairman and President, HannStar Display Corp.	Operating & Management Leading Decision Industrial Knowledge
Mr. Han-Ping D.Shieh	Director	Male	71~80	-	Ph.D. in Electrical and Computer Engineering, Carnegie Mellon Univ. Life Chair Professor, National Yang Ming Chiao Tung Univ.(NYCU)	Operating & Management Leading Decision Industrial Knowledge
Mr. Hsing-Yi Chow	Independent Director	Male	61~70	3~9 years	Ph.D. in Business,Indiana University-Bloomington, US Emeritus Professor, Department of Finance, National Chengchi University	Risk Management International Finance Investment and Entrepreneurial Financial Management Financial Accounting Corporate Governance
Ms. Audrey Tseng	Independent Director	Female	61~70	less than 3 years	Master of Business Administration, Executive MBA of National Taiwan University and Fudan University Advisory member, Bio Taiwan Committee	Financial Accounting Multinational Financial and Tax Planning Industrial Development and Business Strategy
Mr. Hung-Pin Ku	Independent Director	Male	41~50	less than 3 years	BS in Law, National Taipei University Lawyer, KU, HUNG PIN Law Firm	Legal Affairs

Performance Evaluation of Board of Directors

Mechanism

The Board of Directors of the Company has stipulated the “Regulations for Performance Assessment of the Board of Directors” in April 2018 and it was published on the website of the Company. The performance of the Board of Directors will be evaluated every year and the assessment results will be reported to the Board of Directors. In addition, an external performance assessment of the Board of Directors will be conducted by an external professional independent institution at least once every three years and the assessment results will be reported to the Board of Directors. The Board of Directors resolved the amendment to the “Regulations for Performance Assessment of the Board of Directors” in October 2019, and the performance assessment of the functional committee has been conducted since 2020.

Internal Evaluation Results of the Board of Directors, Board Members, and Functional Committees in 2023

Board of Directors: the assessment standards include Engagement of company operation, Enhance the decision-making quality in the Board of Directors, Composition and structure of the Board of Directors, Election and continual education of the director, and Internal control. The result of assessment is Excellnet.
Board members: the assessment standards include Awareness of the company's goals and missions, Awareness of the directors' duty, Engagement of company operation, Internal relation management and communication, Directors' expertise and continual education, and Internal control. The result of assessment is Excellnet.
Compensation Committee: the assessment standards include Engagement of company operation, Awareness of the duty of committee members, Enhance the decision-making quality in the committees, Composition and election of the committee members, and Internal control. The result of assessment is Excellnet.
Audit Committee: the assessment standards include Engagement of company operation, Awareness of the duty of committee members, Enhance the decision-making quality in the committees, Composition and election of the committee members, and Internal control. The result of assessment is Excellnet.
Nomination Committee: the assessment standards include Engagement of company operation, Awareness of the duty of committee members, Enhance the decision-making quality in the committees, and Composition and election of the committee members. The result of assessment is Excellnet.

External Evaluation Results of the Board of Directors

In 2023, the Company entrusted Ernst & Young Management Services Inc. implemented the 2023 performance assessment of the Board of Directors based on the three assessment aspects, including the Board of Directors’ structure, people, and process flow. The performance assessment of the Board of Directors was conducted via questionnaire and group assessment. The overall assessment on the comprehensive performance is evaluated as advance.