Voltronic Corporate Governance

Board of Directors

The Board is comprised of a diverse group of professionals from different backgrounds in industries,the nomination list prepared by the Company, the Board of Directors consist of 8 directors (including 4 independent directors), female directors account for 37.50% of the board composition, for a term of three years, commencing on June 14, 2024, and ending on Junu 13, 2027. The Board’s responsibilities include supervising the corporate management and Company’s overall operations. Alex Hsieh is our president.

Board Committees

Audit Committee

After the approval by the shareholders’ meeting on May 24, 2016, we established Audit Committee.
The Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise.
Voltronic Audit Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It has direct access to Voltronic internal auditors, the Company's independent auditors, and all employees of the Company.
The Committee meets at least once every quarter. Please consult Voltronic Annual Report for the relevant year for the number of meetings convened and each member's attendance rate.
The Audit Committee is responsible to review the following major matters:

Appropriate representation of the Company’s financial statements
Appointment/dismissal, independence, and performance of the Certified Public Accountant
Effective implementation of internal control
Compliance with relevant laws and regulations
Control and management of existing or potential risks
M&A activities according to the Business Mergers and Acquisitions Act
Matters in relation to personal interests of directors
Issue and public/private placement of equity securities
Promotion of risk management policy and establishment of crisis management mechanism

Compensation Committee

The Compensation Committee assists the Board in discharging its responsibilities related to Voltronic compensation and benefits policies, plans and programs, and in the evaluation and compensation directors of the Board and executives. The members of the Compensation Committee are appointed by the Board as required by R.O.C. law. According to Voltronic Compensation Committee Charter, the Committee shall consist of no fewer than three independent directors of the Board. The Committee meets at least twice every quarter. Please consult Voltronic Annual Report for the relevant year for the number of meetings convened and each member's attendance rate. The Committee shall exercise the following duties with the care of a good administrator faithfully and submit its proposals to the Board.

Evaluate the compensation of directors and executive officers periodically
Establish and Review the performance assessment and policy, system, standards and structure relevant to compensation of directors and executive officers periodically.

Nominating Committee

In order to ensure the soundness of the board and strengthen the management mechanism of this Company, the Nominating Committee is to be established agreed by the resolution of the board of directors (below, "the board") on November 12, 2015. The Committee shall be composed of at least three member ctors selected by the board of directors from among themselves; a majority of the Committee members shall be independent directors. The Committee meets at least twice every annually . Please consult Voltronic Annual Report for the relevant year for the number of meetings convened and each member's attendance rate

Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the board, supervisors and senior executives, and finding, reviewing, and nominating candidates for directors, supervisors, and senior executives based on such standards.
Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee, and each director and senior executive and the independence of the independent directors.
Establishing and reviewing on a regular basis programs for director continuing education and the succession plans of directors and senior executives

Please consult Voltronic Annual Report for the relevant year for the number of meetings convened and each member's attendance rate.

Corporate Governance and Sustainability Committee

The Corporate Governance and Sustainability Committee is to be established agreed by the resolution of the board of directors (below, "the board") on November 11, 2019. The Committee shall be composed of at least three member ctors se lected by the board of directors from among themselves; a majority of the Committee members shall be independent directors. The Committee meets at least once every annually . Please consult Voltronic Annual Report for the relevant year for the number of meetings convened and each member's attendance rate. Responsibilities of the Corporate Governance and Sustainability Committee:

The Corporate Governance and Sustainability Committee seeks to advocate corporate governance and implement corporate social responsibility and sustainable development, as well as to enhance the Company’s corporate governance, environmental protection, and social responsibility.
The Corporate Governance and Sustainability Committee promotes and strengthens the Company’s governance.
The Corporate Governance and Sustainability Committee promotes corporate social responsibility and sustainable development.
The Corporate Governance and Sustainability Committee reviews the governance relationships among the Company, its subsidiaries, and other affiliated enterprises.

Committee Membership

Title	Name、Main Experience/Educational Background	Audit Committee	Compensation Committee	Nominating Committee	Corporate Governance and Sustainability Committee
Independent Director	Li Chien-Jan (Chairman) Ph.D. Program in Accountancy of National Chengchi University Full time professor, Department of Accountancy, National Taipei University Professional: accountant. Corporate Governance	✔	✔	✔	✔
Independent Director	Wang Hsiu-Chi Master of Rider University Professional: accountant.	✔	✔	✔	✔
Independent Director	Sam Ho Master of Laws, National Chung Cheng University Attorney at Law, HHC & Partners Professional: attorney	✔			✔
Independent Director	Liao Kuei Fang Department of Accounting, Tamkang University Partner and CPA of Synergy & Co., CPAS Professional: accountant. taxation	✔	✔
Independent Director	Yang Ching-Hsi Doctor of Commerce (major in Accounting), Keio University Adjunct Professor, Department of Accountancy, National Taipei University Professional: accountant			✔

Communication among independent directors, internal auditors and CFAs

Internal Audit

The Board is comprised of a diverse group of professionals from different backgrounds in industries,the nomination list prepared by the Company, the Board of Directors consist of 8 directors (including 4 independent directors), female directors account for 37.50% of the board composition, for a term of three years, commencing on June 14, 2024, and ending on Junu 13, 2027. The Board’s responsibilities include supervising the corporate management and Company’s overall operations. Alex Hsieh is our president.

Internal Audit Office provides following services :

Annual audit plan, execution and report
Assist top management to audit and assure effectiveness of internal control system
Regularly submit audit reports to the audit committee for review
Regularly report improvement proposals and results to Board of Directors
Regularly report audited results to supervisors