Board of Directors

The company has set the policy of diversification for member of the Board of Directors according to Article 12 of Corporate Governance Code of Practice. Based on the professional background and working fields, the company selects the directors with capabilities of business management, leadership decision-making, and industry experience (finance, international markets, IT Industry, accounting practice), professional abilities (information technology, accounting, law), in order to implement the company's policy of diversity for the composition of the Board of Directors. The company's Board of Directors should advise the company's strategies, supervise the management, and be responsible for the company and shareholders. The operations and arrangements of the policy of corporate governance shall ensure that the Board of Directors follows laws, regulations of Articles of Incorporation, or resolution the shareholders' meeting. The directors of the company shall have the necessary knowledge, skills, accomplishments, industrial decision-making, and management capabilities to perform business, etc. The company also continues to arrange training courses for members of the Board of Directors to improve their capabilities of decision-making and supervision, thereby enhancing the perfomances of the board of directors.

The Board of Directors of the company has 7 directors (including 3 independent directors and 4 legal representatives of the Directors), and all Directors has capabilities of development of the business diversification, except for capabilities for the Board of Directors, with concentrates on the diversification of the board of directors as follows.

Board Members

Joshua Tzeng

Chairman

Profile

Master of Mechanical Engineering, National Taiwan University
Senior Director, Innovation Strategic Planning Department of Qisda Corporation
Senior Director, Intelligent Solution Business Group of Qisda Corporation

Current Position

Director, DFI INC.
Director, AEWIN TECHNOLOGIES CO., LTD.
Director, ACE PILLAR CO., LTD.
Director, PARTNER TECH CORP.
Director, LA FRESH INFORMATION CO., LTD.
Director, APLEX TECHNOLOGY INC.
Director, Marketop Smart Solutions Co., Ltd.
Director, BenQ Guru Software Co., Ltd.
Director, BenQ Guru Holding Limited

Joe Huang

Director

Profile

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

Current Position

President, Qisda Corporation
Director, AUO Corporation
Director, Alpha Networks Inc.
Chairman, SIMULA TECHNOLOGY INC. (Subsidiary)
Chairman, Data Image Corporation (Subsidiary)
Chairman, DIVA Laboratories, Ltd. (Subsidiary)
Director, BenQ Foundation

Jasmin Huang

Director

Profile

EMBA, NTU
MBA, California State University, Fullerton
CFO, Qisda Group
Vice financial president, Qisda Corporation
CFO, Daxon Technology Inc.

Current Position

Chairman, Darly Venture Inc.
Chairman, Darly2 Venture, lnc.
Chairman, Darly Consulting Corporation
Director, DARFON ELECTRONICS CORP
Director, ALPHA NETWORKS INC.
Director, DATA IMAGE CORPORATION
Director, BENQ CORPORATION
Director, QISDA OPTRONICS CORP.
Director, BenQ Healthcare Consulting Corporation
Director, BenQ Hospital Management Consulting (Nanjing) Co., LTD
Director, NANJING BenQ Hospital Co., Ltd
Director, Suzhou BenQ Hospital Co., Ltd
Director, Suzhou BenQ Investment Co., Ltd.
Director, BenQ Biotech (Shanghai) Co., Ltd
Director, TECH FILTER (Shanghai) CO., LTD.
Director, Qisda Co., Ltd
Director, BenQ BM Holding Corp.
Director, BenQ BM Holding Cayman Corp.
Director, Qisda Sdn. Bhd.
Director, Qisda (L) Corp.
Director, Darly Venture (L) Ltd.
Director, TOPVIEW OPTRONICS CORP

Sonny Kuo

Director

Profile

Master of Economics, University of Nottingham
President of business development center, Metaage Corporation
Chairman, GLOBAL INTELLIGENCE NETWORK CO., LTD.
Director, EPIC CLOUD CO., LTD.

Current Position

Chairman, GLOBAL INTELLIGENCE NETWORK CO., LTD.
Director, EPIC CLOUD CO., LTD.

James Wang

Independent Director

Profile

PHD, Business Administration, NCCU
MD, Ernst & Young Global Limited
Chairman, EY Management Services Inc

Current Position

Chairman, NCKU Venture Capital Co., Ltd.
Director, GenomeFrontier Therapeutics TW Co.,Ltd.
Independent director, LANDMARK OPTOELECTRONICS CORPORATION
Independent director, PCL Technologies, Inc.

Robert Lai

Independent Director

Profile

PHD, Business Administration, NTPU
MBA, Indiana University of Pennsylvania
Chairman, TOPCO SCIENTIFIC CO., LTD.
President, ICSB,
Chairman, CSBC CORPORATION, TAIWAN,
Director, SMEA, MOEA
Deputy of director, Department of Commerce, MOEA

Current Position

Chairman, Unitech New Energy Engineering Co., Ltd
Chairman, ECO Technical Services Co., Ltd.
Chairman, Yun Yueh Technologies, Co., Ltd.
Chairman, YAO YUE energy Co.Ltd
Director, ANYONG FRESHMART, INC.
Director, JIA YI ENERGY CO., LTD.
Independent director, YI JINN INDUSTRIAL CO., LTD.
Independent director, LEATEC FINE CERAMICS CO., LTD.
Independent director, PHYTOHEALTH CORPORATION

Sonia Lo

Independent Director

Profile

Ph.D. in Management and Marketing, University of Melbourne, Australia

Current Position

Professor, Department of Business Administration, College of Commerce, National Chengchi University

The situation of taking Diversity of the Board of Directors goes as follows:

According to Corporate Governance Best Practice Principles of the company, the composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

The situation of taking Diversity of the Board of Directors goes as follows:

A least electing 1 female director(2 female directors).
Directors are in different age levels(41-50 years old-28.6%、51-60 years old-42.8%、61-70 years old-28.6%).
Election of directors with different professional knowledge and skills; Please see the following PDF file for the directors' information.

Results of the Board of Directors' Internal Performance Evaluation

Implementation of Board Evaluation

The Company's Board of Directors adopted the "The Board Performance Evaluation Measures" on September 18, 2019, and subsequently amended it on November 5, 2020. In accordance with these measures, the Board shall conduct at least one performance evaluation each year for the Board of Directors and its individual members.

At the end of 2023, the Company completed its internal performance evaluation of the Board of Directors, and the evaluation results were reported to the Board meeting held on February 29, 2024. The performance of the Board, its members, and the two functional committees was rated as "Excellent," demonstrating the sound functionality and operational efficiency of the Company's Board of Directors and its committees.

Self-Evaluation	Evaluation Indicators	Items	Result
A. Board of Directors and its individual Members	Grasp of company goals and missions Level of participation in company operations Management of internal relationships and communication Enhancement of board decision-making quality Board composition and structure Awareness of directors' responsibilities Selection, professionalism, and continuing education of directors Internal control	50	Excellent
B. Audit Committee	Level of participation in company operations Awareness of committee responsibilities Enhancement of committee decision-making quality Committee composition and member selection Internal control	20	Excellent
C. Remuneration Committee	Level of participation in company operations Awareness of committee responsibilities Enhancement of committee decision-making quality Committee composition and member selection	16	Excellent

External Evaluation of Board Performance

In June 2021, the Company engaged the Taiwan Corporate Governance Association (the "Association") to conduct an evaluation of the effectiveness of the Board of Directors. In addition to reviewing written statements and relevant documents regarding the Company's evaluation indicators, the Association carried out interviews on August 23, 2023, with the Chairman, three independent directors, the General Manager, the Corporate Governance Officer, and the Chief Auditor.
On September 1, 2023, the Association issued its Board Performance Evaluation Report, assessing eight major dimensions: Board composition, guidance, delegation, supervision, communication, self-discipline, internal control and risk management, and other aspects (such as board meetings and support systems).
The Company reported the evaluation results to the Board of Directors on November 6, 2023.
The report concluded that the Chairman's leadership style has laid a solid foundation for the Board's effectiveness. Board members demonstrated thorough communication and contributed their expertise on agenda items and related issues, fostering a sound boardroom culture. In line with the Association's recommendations, the Board has planned institutionalized orientation programs for newly-appointed directors and anticipates implementing other suggested improvements as references to further enhance the Board's operational performance.