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 Company places great emphasis on the diverse backgrounds of its board of directors. The specific management objectives include interdisciplinary and complementary rich experiences and professional capabilities. The board of directors should include at least one director with expertise in accounting or finance, and at least one director with experience in business management.

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 Company has reached the goal of constructing a board of diversity.

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