To achieve good corporate governance, the main duties of AIROHA’s Board of Directors are including:
□ Stipulating an effective and appropriate internal control system
□ Selecting and supervising senior management
□ Reviewing the company’s management policies and business plan
□ Reviewing the company’s financial goals
□ Supervising and handling any risks the company encounters
□ Ensuring the company complies with relevant laws and regulations
□ Planning the company’s future development
□ Ensuring the company meets its social obligations
□ Appointing certified public accountants

The Company has a diversification policy for the board of directors. According to this policy, the composition of the Company’s board of directors should be diversified. According to the Company’s operations, business models and development needs, the selection of members with diversified backgrounds and perspectives includes but it is not limited to gender, age, nationality, culture, education background, professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

In addition, the consideration factors for the nomination of board members also include that the director candidates should have a reputation for integrity, outstanding achievements, experience and reputation in various professional fields, and promise to invest sufficient time to participate in the supervision of the Company’s business, and have the ability to assist in operation and management abilities, and contribute to the Company’s success. In the case of independent directors, their qualifications shall meet the requirements of laws and regulations.

The current board of directors of the Company consists of five directors, including three independent directors (60%) and one director employed by the Company (20%). Regarding the age of directors, there are four directors aged between 51 and 60, and one aged between 61 and 70. Members of the board of directors have relevant professional backgrounds in science and technology, finance and economics. Their industry experiences cover various fields in the semiconductor industry, including upstream wafer foundry, IC design engaged by the Company, downstream end product applications, and financial.

The Remuneration Committee assists the Board in discharging its responsibilities related to AIROHA's performance evaluation of directors and executives, the remuneration and benefit policies, rules, standards and structure, as well as the assessment of the remuneration and benefit for directors and executives.

According to AIROHA's Remuneration Committee Charter, the members of the Remuneration Committee are appointed by the Board and the Remuneration Committee shall consist of no fewer than three members. The Company has elected independent directors as required by Taiwan (R.O.C.) law, and there should be at least one independent director sitting on the Remuneration Committee. The Remuneration Committee meets at least twice a year. Please consult AIROHA's annual report for the relevant year for the number of meetings convened and each member’s attendance rate.

Summary of the members' attendance is shown in the following table:

AIROHA’s Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company.

The Audit Committee is responsible to review the Company’s:
□ The effectiveness of company internal control process
□ Auditing and accounting policies and procedures
□ Potential conflicts of interests involving directors
□ Material asset or derivatives transactions
□ Material lending funds, endorsements or guarantees
□ Offering or issuance of any equity-type securities
□ Hiring or dismissal of an attesting CPA, or the compensation given thereto
□ Appointment or discharge of financial, accounting, or internal auditing officers
□ Financial reports

The Board approved rules for "Board of Directors Self-Assessment of Performance" and from 2022, all Board Directors annually assess the functioning of the Board.

The performance evaluation of the board as a whole via self-evaluation for 2023 covers the following five major areas:
1. Participation in the operation of the company;
2. Improvement of the quality of the board of directors' decision making;
3. Composition and structure of the board of directors;
4. Election and continuing education of the directors; and
5. Internal control.

The measurement items for the performance evaluation of individual directors for 2023 covers the following:
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 relationship and communication;
5. The director's professionalism and continuing education; and
6. Internal control.

The measurement items for the performance evaluation of functional committees for 2023 covers the following:
1. Participation in the operation of the company;
2. Awareness of the duties of the functional committee;
3. Improvement of quality of decisions made Decision-making quality of the functional committee;
4. Composition of the functional committee and election of its members; and
5. Internal control.

The evaluation is carried out by the corporate governance unit and is conducted by internal questionnaire responded by the members of the board and functional committees and individual directors.

Every year, after questionnaires are returned, the corporate governance unit will, in accordance with the aforementioned rules, conduct analysis and report the results to the Board, with an emphasis on any areas with room for improvement. The above evaluation results will be considered when determining the compensation to the directors.

The latest evaluation results (2023) are as follows:

The evaluation results of performance of board of directors, individual directors and functional committees (audit committee, remuneration committee) are all excellent.

The details of the above revaluation have been reported to the board of directors in the first quarter of 2024 (January 26, 2024).