Corporate Governance

Structure and Operations of the Board of Directors

The Company’s Board of Director is the highest-ranking governance unit of the Company. It directs company strategies, supervises the management, and bears responsibility to the Company and shareholders. The procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the Board of Directors complies with laws, regulations, the Articles of Incorporation, and the resolutions of the shareholders’ meetings. According to the “VisEra Technologies Company Ltd. Articles of Incorporation”, the Company shall have five to seven directors, who shall be elected by the shareholders’ meeting from persons of adequate capacity to serve a term of three years. Their terms of service may be renewed if they are re-elected in the following election. The Company currently has 6 Directors. To maintain the independence of the Board of Directors, the Company has 3 Independent Directors who account for half of all Directors. Each Independent Director meets the requirements in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and there are no relations of spouses or relatives within the second degree of kinship between Directors, which meet requirements in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. The Company set up the Audit Committee and Compensation Committee under the management of the Board of Directors and set up bylaws for them to implement official business. The Company’s 8th Board of Directors convened 5 meetings in 2022 and the average attendance rate of Directors was 100%.

The Company’s Chairman serves concurrently as the CEO and is responsible for business judgments, business management, crisis management, international market perspectives, and demonstrating leadership and decision-making abilities to continuously adjust the Company’s business strategies based on market changes. The Chairman determines the company’s annual budget, final accounts, profit distribution plan, and loss make-up plan to ensure the Company’s sustainable and healthy development and implementation of other plans. He is also accountable to the Board of Directors and organizes the implementation of the Board’s resolutions and regulations to meet the targets set by the board and report the progress to the board.

The Company also created the position of the President to take charge of the Company’s business, marketing, R&D, production, and other operation management tasks. The President organizes and implements the Company’s annual business plan and investment plan to supervise operations. The two roles support each other to implement tiered management and increase overall business efficiency.

Although the Company’s Chairman has served concurrently as the President after the former President retired on August 31, 2022, the Company already specified the authorization and duties of the Chairman and the President in the Articles of Incorporation. Except for the Chairman, the other five Directors are not employed by the Company, which means that more than half of the Directors are not employees or managers of the Company and more than half of the Directors are Independent Directors who can supervise the management of the Company in an independent and impartial manner with real independence. Independent Directors also serve as the members of the functional committees and they fully discuss important issues before proposing recommendations to the Board of Directors to implement corporate governance and demonstrate overall business performance. The Board of Directors and the management retain complete independence from each other.