Board of Directors

CORPORATE
GOVERNANCE

Corporate Governance
Board of Directors
Committee
Internal Audit
Rules and Regulations

Board Members

Qisda board members perform operation evaluation and make significant resolutions based on the consideration of the interests of the Company and all shareholders with priority. CPAs and independent directors also act as supervisors to rigorously review the duty execution status of the board of directors.

According to the Articles of Incorporation of the Company, presently, the board of directors includes nine director seats with a term of office of three years. Directors are elected from the director candidate roster by the shareholders’ meeting, and re-election of directors for consecutive terms is permitted. The term of office of the current directors is from May 29, 2023, to May 28, 2026.

Peter Chen

Chairperson

Profile

EMBA, Thunderbird American Graduate School, USA
Technology Management Program, National Chengchi University
Electrical Engineering, National Cheng Kung University
EVP of Technology Product Center, BenQ Corporation
President, Qisda Corp.

Current Position

Chairperson and CEO, Qisda Corporation
Director, Darfon Electronics Corp.
Chairperson, DFI Inc. (Subsidiary)
Chairperson, Partner Tech Corp. (Subsidiary)
Chairperson, BenQ Medical Technology Corporation (Subsidiary)
Vice Chairperson, Alpha Networks Inc. (Subsidiary)
Director, Hitron Technologies Inc. (Subsidiary)
Director, BenQ Materials (Subsidiary)
Director, BenQ Corporation (Subsidiary)
Director, BenQ Foundation

Expertise and attributes

Possess multi-industry experience and leadership skills, is familiar with industry-related contacts and attaches importance to public welfare.

Job Assumption Date: 2023-05-29

Paul SL Peng

Director

Profile

MBA, Heriot-Watt University, UK
President, AU Optoelectronics Corp.

Current Position

Chairperson and CEO, AU Optoelectronics Corp.
Konly Venture Corp.
Ronly Venture Corp
Chairperson, AUO Foundation

Expertise and attributes

With rich industry experience and leadership, he is concerned about sustainable development management and public welfare.

Job Assumption Date: 2023-05-29

James CP Chen

Director

Profile

M.S., Control Engineering, National Chiao Tung University
Section Manager. Electronics Research & Service Organization, Industrial Technology Research Institute
Vice President, Consumer Application Strategy Business, AU Optoelectronics Corp.

Current Position

Senior Vice President, Display Strategy Business Group, AU Optoelectronics Corp.

Expertise and attributes

Rich industry experience, familiar with industry-related contacts.

Job Assumption Date: 2023-05-29

Joe Huang

Director

Profile

EMBA, Tsinghua University, China
MBA, University of Greenwich, UK
Senior Vice President, Qisda-GM of Global Supply Chain
General Manager,Qisda
COO, BenQ China

Current Position

President, Qisda Corp
Chairperson, Data Image Corporation (Subsidiary)
Chairperson, DIVA Laboratories, Ltd. (Subsidiary)
Director, Topview Optronics Corporation (Subsidiary)
Chairperson, SIMULA TECHNOLOGY INC. (Subsidiary)
Director: BenQ Foundation

Expertise and attributes

Rich industry experience, familiar with industry-related contacts and emphasis on public welfare.

Job Assumption Date: 2023-05-29

Lo-Yu Yen

Independent Director

Profile

Vice Chairman and GM, Vincera Capital
Chief Strategy Officer, Deloitte China
CPA, Deloitte Touche Tohmatsu Limited
President, DELOITTE CONSULTING CO.

Current Position

Director, Chinese Television System Inc.
Independent Director, Chunghwa Telecom
Independent Director, Sinyi Realty Inc.
Alibaba Entrepreneurs Fund

Expertise and attributes

Professional in financial accounting and venture capital.

Job Assumption Date: 2023-05-29

Jyuo-Min Shyu

Independent Director

Profile

Ph.D. in Electrical Engineering and Computer Science, University of California, Berkeley
Minister, Ministry of Science and Technology
President, Industrial Technology Research Institute
Professor, Department of Computer Science, National Tsing Hua University
Professor Emeritus, National Tsing Hua University

Current Position

Director, Iridium Medical Technology Co., Ltd.
Director, GeoThings, Inc.
Director, Alpha Ring Asia Inc.
Independent director, United Microelectronics Corp.
Independent director, FAR EASTONE
Independent director, TELECOMMUNICATIONS CO., LTD.

Expertise and attributes

Specialized in academic research, committed to sustainable development management.

Job Assumption Date: 2023-05-29

Liang-Gee Chen

Independent Director

Profile

Ph.D., Electrical Engineering, National Cheng Kung University
Executive Vice President for Academics & Research, National Taiwan University
Minister, Ministry of Science and Technology, R.O.C.
Political Deputy Minister, Ministry of Education, R.O.C.
General Director, Electronics Research and Service Organization of Industrial Technology Research Institute
President, National Applied Research Laboratories

Current Position

Independent Director, Vanguard International Semiconductor Co.
Independent Director, Everlight Electronics Co., Ltd.
Director, Nuvoton Technology Corporation
Director, Himax Technologies Limited.
Director, Ganzin Technology, Inc.
Independent Director, Kinsus Interconnect Technology Corp.

Expertise and attributes

Specialized in academic research, is familiar with industry knowledge.

Job Assumption Date: 2023-05-29

Chiu-Lien Lin

Independent Director

Profile

Master of Management Science, National Chiao Tung University
Investment Consultant, Sinotech Engineering Consultants, LTD.
Assistant Vice General Manager of Department of Financial Transactions, China Development Industrial Bank
Fund Manager of China Securities Investment Trust Corp.

Current Position

Independent Director, TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD
Supervisor, Yu-Song Investment Co, Ltd.

Expertise and attributes

Professional in financial accounting and investment.

Job Assumption Date: 2023-05-29

Shu-Chun Huang

Independent Director

Profile

Master of Management of Technology, National Chiao Tung University
Chairperson, Semiconductor International Capacity Statistics, SICAS
Director, National Taiwan University EMBA Foundation
Off-campus advisory committee member, Institute of Science and Technology Management, National Chiao Tung University
Special Assistant to the President and Consultant, ITE Tech. Inc.
Manager, Strategic Marketing Department, Vanguard International Semiconductor Corporation

Current Position

Independent Director, Sensortek Technology Corp.
Director, Lerain Technology Co., LTD.
Independent Director, Zero One Technology Co., Ltd.
Chairman, Choice Delights Incorporated

Expertise and attributes

Professional in technology management and marketing.

Job Assumption Date: 2023-05-29

Diversity Implementation Status

The Company has established the “Corporate Governance Best Practice Principles” on May 5, 2015. Chapter 3 “Enhancing the Functions of the Board of Directors” specifies the requirements for the diversity of the composition of the members of the board of directors. The nomination and election of the members of the board of directors of the Company complies with the requirements specified in the Company’s Articles of Incorporation, and a candidate nomination system is adopted. In addition to the evaluation of the qualification of the educational background and work experience of all candidates, the opinions of stakeholders are also considered. The requirements specified in the “Procedures for the Election of Directors and Supervisors” and “Corporate Governance Best Practice Principles” are satisfied in order to ensure the diversity and independence of the members of the board of directors.

According to the “Corporate Governance Best Practice Principles” of the Company, the composition of members of the board of directors is determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company’s business operations, operational dynamics, and development needs. The policy includes, but is not limited to, the following two main standards:

Basic requirements and values :

Gender, identity and race, etc.

Professional knowledge and skills :

Professional background, professional skill and in

Name&Title	Gender	Diverse Industry and Professional Skills							Term of Office of Independent Directors
		Business Management	Academic Research	Industry Knowledge	Information Technology	Venture Capital Investment	Finance and Accounting	Sustainable Development
Chi-Hong (Peter) Chen Chairman and Chief Executive Officer	Male
Shuang-Lang (Paul) Peng Director	Male
James CP Chen Director	Male
Han-Chou (Joe) Huang Director and President	Male
Lo-Yu (Charles) Yen Independent Director	Male								Three terms or less
Jyuo-Min Shyu Independent Director	Male								Three terms or less
Liang-Gee Chen Independent Director	Male								Three terms or less
Chiu-Lien (Julie) Lin Independent Director	Female								Three terms or less
Shu-Chun (Mandy) Huang Independent Director	Female								Three terms or less

In consideration of the list for Qisda’s Board Members, Number of Directors who has experience in business management, multi-industry knowledge, and venture capital investment, and is committed to environmentally sustainable development and public welfare contributions exceed half of all Directors; besides that, the Independent Director Lo-Yu (Charles) Yen and Chiu-Lien (Julie) Lin have possess financial accounting expertise, the Independent Director Jyuo-Min Shyu and Liang-Gee Chen have a background in information technology industry, the Independent Director Shu-Chun Huang covers industry and ESG fields. The diverse experience and capabilities of the members of the Board of Directors of the Company have greatly contributed to the overall business operation of the Company.

Concurrently an employee of the Company accounts for 22.22 and 55.55% of independent directors respectively. one director is aged between 51-60 and Eight directors between 61-70 years of age. The composition of the board members adopts the policy of diversity in compliance with the Corporate Governance Best Practice Principles, and has been disclosed on the Company website and the Market Observation Post System (MOPS).

Specific Management Objectives of the Diversity Policy and Achievement Status

2
seats

of Female Board Directors
1/2
reached

the number of seats of independent directors
1/3
less than

the number of seats of directors concurrently acting as managerial officers

Board of Directors Performance Evaluation

The board of directors of the Company approved the “Regulations for Board of Directors Performance Evaluation” on November 7, 2018, specifying that the board of directors shall execute the internal performance evaluation at least once per year, with at least one external performance evaluation every three years. In order to strengthen the directors' participation in the company's operations, the Board of directors revised the "Corporate Governance Code of Practice " on August 6, 2024, the average rate of actual attendance of all directors at board meetings in any given year is advised to reach 85% or more (unless there are exceptional reasons).

Internal Performance Evaluation
External Performance Evaluation

The Company executes performance self-evaluation for the “board of directors”, “board members”, “audit committee” and “salary and compensation committee” every year. The evaluation results are divided into four levels: Excellent, Good, Fair, and Improvement Required.

The 2023 internal performance self-evaluation results of the “board of directors and board members”, “audit committee” and “salary and compensation committee” of the Company was “Excellent”, and reported to the Board of Directors in March 5, 2024.

The 2022 internal performance self-evaluation results of the “board of directors and board members”, “audit committee” and “salary and compensation committee” of the Company was “Excellent”, and reported to the Board of Directors in March 6, 2023.

The 2021 internal performance self-evaluation results of the “board of directors and board members”, “audit committee” and “salary and compensation committee” of the Company was “Excellent”, and reported to the Board of Directors in March 7, 2022.

Internal Performance Evaluation

Evaluation Cycle

Executed once per year

Evaluation Period

2023.01~2023.12

Evaluation Scope

Board of directors and board members

Audit Committee

Salary and compensation committee

Evaluation Method

Internal self-evaluation

Evaluation Content

Board of directors and board members

Understanding of the goals and mission of the Company
Level of participation in the operation of the Company
Management of internal relationships and communication
Improvement of the quality of the board of directors’ decision-making
Composition and structure of the board of directors
Awareness of the duties of directors
Election, professionalism and continuing education of directors
Internal control

Audit Committee

Level of participation in the operation of the Company
Awareness of the duties of the audit committee
Improvement of the quality of the audit committee’s decision-making
Composition of the audit committee and election of its members
Internal control

Salary and compensation committee

Level of participation in the operation of the Company
Awareness of the duties of the salary and compensation committee
Improvement of the quality of the salary and compensation committee’s decision-making
Composition of the salary and compensation committee and election of its members

Director Continuing Education Status

The Company irregularly organizes courses on director professional knowledge and training for directors to participate in：

In June and December 2022, the courses "ESG Reporting Trends and Their Disclosure Business Implications" and "Strengthening digital resilience and constructing strategies for strengthening information security governance of listed companies" were arranged by Taiwan Corporate Governance Association.
In June, the courses "Establishment and Key Points of Intellectual Property Management System for Enterprises" were arranged by Taiwan Investor Relations Institute.

Name & Title	Job Assumption Date	Training Date	Organizer	Course Name	Training Hours	Training compliance with requirements
Chiu-Lien (Julie) Lin Independent Director	2023-05-29	2024/08/16 2024/02/21 2023/12/01 2023/06/01 2023/04/14 2022/06/14 2022/04/15 2021/09/14 2021/09/01 2021/08/24 2021/08/03	Taiwan Corporate Governance Association The Greater Chinese Financial Development Association Independent Director Association Taiwan Taiwan Investor Relations Institute Taiwan Corporate Governance Association Taiwan Corporate Governance Association Taiwan Corporate Governance Association Taiwan Corporate Governance Association Financial Supervisory Commission Taiwan Corporate Governance Association Taiwan Corporate Governance Association	Re-evolution of data centers: development trends of silicon photonics and artificial intelligence servers Building a resilient supply chain for enterprises Tax governance in the new global tax environment Establishment and Key Points of Intellectual Property Management System for Enterprises Legal Risks and Responses to Enterprise Investment and Financing - From the Viewpoint of Corporate Directors' Responsibilities How the audit committee implements financial report review The Risk Trends of Smart Technologies in the Cloud Generation Changes in the 5G Era: Industrial Upgrading, Future Business Applications, and the New Normal in the Post-Pandemic Era 13th Taipei Corporate Governance Forum- Afternoon Session Responsibilities of Directors and Supervisors - Talking about Corporate Governance from KY Cases Cyber attacks and information security issues for directors and supervisors	3 3 3 3 3 3 3 3 3 3 3	yes
Shu-Chun (Mandy) Huang Independent Director	2023-05-29	2024/08/01 2024/07/30 2024/06/13 2023/09/13 2023/08/28 2023/08/09 2023/08/03 2023/08/01 2023/07/12 2023/07/04 2023/06/01 2023/04/27 2022/10/25 2022/10/11 2022/08/25 2022/06/22 2021/10/14 2021/09/15 2021/09/01 2021/09/01 2021/08/31 2021/03/15 2021/01/15	Taiwan Investor Relations Institute Taiwan Investor Relations Institute Independent Director Association Taiwan Greater China Financial and Economic Development Association Taiwan Securities & Futures Institute Greater China Financial and Economic Development Association Taiwan Investor Relations Institute Taiwan Investor Relations Institute Greater China Financial and Economic Development Association Taiwan Stock Exchange Corporation Taiwan Investor Relations Institute Taipei Exchange Taiwan Academy of Banking And Finance Taipei Exchange Taipei Exchange Taiwan Academy of Banking And Finance Taiwan Listed Companies Association Financial Supervisory Commission Taiwan Listed Companies Association Taipei Exchange Taipei Exchange Taiwan Listed Companies Association Taiwan Listed Companies Association	Development opportunities and challenges for Taiwanese businessmen in China The key to how companies can improve ESG performance Introduction to IFRS Sustainability Disclosure Standards and the sharing of the worldwide trend of net-zero emissions Domestic and foreign economic and industrial trends and corporate response strategies Measuring and managing the impact of sustainable development goals The impact of carbon pricing on business operations Taiwan corporate mergers and acquisitions practice Business cycle and industry trends AI Thinking and Digital Transformation 2023 Cathay sustainable finance and climate change summit Publicity meeting for sustainable development action plans of listed counter companies Corporate Governance Lecture Reference guide for Independent Director and Audit Committee Seminar to insiders of listed/registered companies Corporate Governance and Corporate Sustainability Seminar Cross-Strait Economic and Trade Prospects under the New Situation Industrial M&A and Transformation Innovation in Taiwan 13th Taipei Corporate Governance Forum 2021 Sustainability through ESG Webinar 2021 Sustainability through ESG Webinar Taiwan's 50 years: talent cultivation and disaster prevention Establishment and Key Points of Intellectual Property Management System for Enterprises Taiwan's economic development and future prospects in the post-pandemic era	3 3 3 2 2 2 2 3 2 2 3 3 3 3 3 3 3 3 3 3 3 3 3	yes
Jyuo-Min Shyu Independent Director	2023-05-29	2024/06/13 2023/07/24 2023/04/26 2023/04/11 2022/12/06 2022/11/18 2022/05/12 2022/04/20 2021/12/15 2021/11/19 2021/09/08 2021/09/01 2021/04/27	Independent Director Association Taiwan Taipei Foundation of Finance Taiwan Accounting Research and Development Foundation Taiwan Securities & Futures Institute Taiwan Corporate Governance Association Taiwan Corporate Governance Association Taiwan Stock Exchange Taiwan Corporate Governance Association Taiwan Accounting Research and Development Foundation Taiwan Corporate Governance Association Taiwan Academy of Banking and Finance Financial Supervisory Commission Securities & Futures Institute	Introduction to IFRS Sustainability Disclosure Standards and the sharing of the worldwide trend of net-zero emissions Artificial Intelligence Booming: The Technology Development and Application Opportunities of the ChatGPT The latest developments and law revision trends of international taxes and domestic tax Directors and Corporate Governance Supervisor Practice Advanced Seminar-Global economy and industrial technology development trends Strengthen digital resilience and build a strategy for strengthening information security governance of listed companies Risks and Opportunities of Sustainability International Summit Online Forum On the legal responsibility of corporate directors from the perspective of intellectual property management The Challenges & Opportunities of Net Zero Emissions for Enterprises Enterprise risk management Corporate Governance Seminar – Enterprise Digital Transformation 13th Taipei Corporate Governance Forum Employee remuneration strategy and instrument utilization study	3 3 3 3 3 3 3 3 3 3 3 6 3	yes
Han-Chou (Joe) Huang Director and President	2023-05-29	2024/06/13 2023/07/06 2023/06/01 2022/12/06 2022/06/30 2021/11/18 2021/08/19	Independent Director Association Taiwan Corporate Operating and Sustainable Development Association Taiwan Investor Relations Institute Taiwan Corporate Governance Association Taiwan Corporate Governance Association Digital Governance Association Securities & Futures Institute	Introduction to IFRS Sustainability Disclosure Standards and the sharing of the worldwide trend of net-zero emissions Corporate Governance and Securities Regulations-Executives of the listed companies with the understanding of supervision from governmental authority Establishment and Key Points of Intellectual Property Management System for Enterprises Strengthen digital resilience and build a strategy for strengthening information security governance of listed companies ESG Reporting Trends and Its Business Implications for Information Disclosure Corporate ethical governance and insider trading control Employee remuneration strategy and instrument utilization study	3 3 3 3 3 3 3	yes
Chi-Hong (Peter) Chen Chairman and Chief Executive Officer	2023-05-29	2024/06/13 2023/12/01 2023/06/01 2022/12/06 2022/06/30 2021/11/18 2021/08/19 2021/03/15	Independent Director Association Taiwan Independent Director Association Taiwan Taiwan Investor Relations Institute Taiwan Corporate Governance Association Taiwan Corporate Governance Association Digital Governance Association Securities & Futures Institute Association of Publicly Listed Taiwanese Companies	Introduction to IFRS Sustainability Disclosure Standards and the sharing of the worldwide trend of net-zero emissions Tax governance in the new global tax environment Establishment and Key Points of Intellectual Property Management System for Enterprises Strengthen digital resilience and build a strategy for strengthening information security governance of listed companies ESG Reporting Trends and Its Business Implications for Information Disclosure Corporate ethical governance and insider trading control Employee remuneration strategy and instrument utilization study 50 years of Taiwan past and future: Talent cultivation and disaster prevention	3 3 3 3 3 3 3 2	yes
Lo-Yu (Charles) Yen Independent Director	2023-05-29	2024/03/13 2023/11/14 2023/09/21 2022/11/25 2022/06/30 2022/06/21 2021/12/07 2021/11/30 2021/11/05 2021/08/27 2021/08/19 2021/05/06	The Greater Chinese Financial Development Association Taiwan Institute for Sustainable Energy Taiwan Corporate Governance Association Taiwan Corporate Governance Association Taiwan Corporate Governance Association Taiwan Corporate Governance Association Taiwan Stock Exchange Taiwan Corporate Governance Association Taiwan Corporate Governance Association Taiwan Corporate Governance Association Securities & Futures Institute Taiwan Corporate Governance Association	The New Equation for Digital Transformation 6th Global Corporate Sustainability Forum 1-1 AI transformation: welcome to the real "computer" era Construct a senior executive reward system that is conducive to the long-term development of the organization ESG Reporting Trends and its Business Implications for Information Disclosure Hotel management and innovation and new opportunities in the post-epidemic era Cathay Sustainable Finance and Climate Change Summit Digital opportunities and digital talent Net zero emissions by 2030/2050 – Sustainability challenges and opportunities for global enterprises Real estate sustainability thinking and brand development sharing Employee remuneration strategy and instrument utilization study CSR and ESG in practice through green energy and renewable energy case studies	3 3 3 3 3 3 6 3 3 3 3 3	yes
James CP Chen Director	2023-05-29	2023/12/13 2023/12/08 2023/10/20 2023/06/01	The Greater Chinese Financial Development Association & Taiwan Listed Companies Association Securities and Futures Institute Securities and Futures Institute Taiwan Investor Relations Institute	Circular Economy and Sustainable Development for Enterprises The 2023 forum of laws and regulations on insider trading 2023 Annual Prevention of Insider Trading Disseminate Conference Establishment and Key Points of Intellectual Property Management System for Enterprises	3 3 3 3	yes
Liang-Gee Chen Independent Director	2023-05-29	2023/10/26 2023/06/02 2022/12/13 2022/08/09	Taiwan Corporate Governance Association Chinese National Association of Industry and Commerce Taiwan Corporate Governance Association Taiwan Corporate Governance Association	Intellectual Property Management and Trade Secret 2023 Taishin Net Zero Summit Go Towards Green Energy Deep diving the cybersecurity tactics of listed companies from the perspective of ESG development Climate Change Risks and Opportunities	3 3 3 3	yes
Shuang-Lang (Paul) Peng Director	2023-05-29	2023/09/01 2023/09/01 2022/05/05 2022/04/20 2021/10/26 2021/09/01 2021/07/27 2021/04/27	Taiwan Corporate Governance Association Taiwan Corporate Governance Association Taiwan Corporate Governance Association Taiwan Corporate Governance Association Taiwan Corporate Governance Association Financial Supervisory Commission Taiwan Corporate Governance Association Securities & Futures Institute	Corporate Reputation and Risk Management The potential impacts of climate change risks on corporate financial disclosure Post-merger Integration and Corporate Governance of Investment Holding Company On the legal responsibility of corporate directors from the perspective of intellectual property management Management power disputes and case study analysis 13th Taipei Corporate Governance Forum Overseas holding company organization restructuring – Migration evaluation and the impact of the global lowest tax rate on international companies Employee remuneration strategy and instrument utilization study	3 3 3 3 3 3 1.5 3	yes

Board Members
Diversity Implementation Status
Board of Directors Performance Evaluation
Director Continuing Education Status