Corporate Governance

Organization Chart

Board of Directors

Members of the Board

The "Corporate Governance Practice Principles" of eMemory sets the composition of the Board of Directors to consider diversification, and formulates appropriate diversification policies based on the company’s operation, operation type and development needs, including but not limited to two major aspects: basic conditions and values (such as gender, age, nationality and culture, etc.) and professional knowledge and skills (such as law, accounting, industry, finance, marketing or technology). The Board of Directors must also have the knowledge, skills and literacy necessary to perform their duties. Currently, the 10 members of the Board have professional backgrounds in industry, academia and medicine, and each have expertise in management, leadership decision-making, industrial knowledge, academy, and finance. The proportion of Directors with employee status is 30%, and Independent Directors accounted for 30%. In addition, eMemory also emphasize gender distribution in the composition of Directors. The goal of female directors is at least one seat. Currently, we have one female Directors, accounting for 10%.

Title	Name	Major Experience	Professional Skills
Chairman	Charles Hsu	Ph.D. in Electrical Engineering, University of Illinois, Urbana-Champaign, U.S.A. Chairman, Institute of Electronics Engineering, National Tsing Hua University, Taiwan	Corporate Management Decision Making Industry Knowledge Professional Expertise
Independent Director	T.C. Chen	Ph.D. in Engineering and Applied Science, Yale University, U.S.A. Fellow Member, Institute of Electrical and Electronics Engineers (IEEE) Fellow and Vice President Science & Technology, IBM	Corporate Management Decision Making Industry Knowledge Professional Expertise
Independent Director	Jack Sun	Ph.D. in Electrical Engineering, University of Illinois, Urbana-Champaign, U.S.A. Chief Technical Officer & Vice President of R&D, Taiwan Semiconductor Manufacturing Company Limited Dean, Industry Academia Innovation School, National Yang Ming Chiao Tung University	Corporate Management Decision Making Industry Knowledge Professional Expertise
Independent Director	Danny Perng	Master of Chemical Engineering and Computer Science, University of Nebraska, U.S.A. Master of Business Administration, Marylhurst University, U.S.A. President of Asia Pacific Region, Mentor Graphics Senior Vice President, PacRim Director, Siemens EDA	Corporate Management Decision Making Industry Knowledge Financial Expertise
Director	F.C. Tseng	Ph.D. in Electrical Engineering, National Cheng Kung University Vice Chairman, Taiwan Semiconductor Manufacturing Company Limited Chairman, Global Unichip Corporation Vice Chairman, Vanguard International Semiconductor Corporation	Corporate Management Decision Making Industry Knowledge Professional Expertise
Director	Li-Jeng Chen	Master of Air Transportation Management, University of Hawaii, Travel Industry Management School, U.S.A. Chief Investment Officer, Cathay Securities Investment Trust Portfolio Manager, Invesco Global Technology Fund	Corporate Management Decision Making Financial Expertise
Director	Michael Ho	Master Degree in Electrical and Electronics Engineering, National Tsing Hua University Principal Engineer, Taiwan Semiconductor Manufacturing Company Limited	Corporate Management Decision Making Industry Knowledge
Director	Mu-Chuan Hsu	Bachelor Degree in Medicine, China Medical University, Taiwan Attending Physician, Department of Obstetrics & Gynecology, National Taiwan University Hospital Superintendent, North Town Women & Children Hospital	Corporate Management Decision Making Medical Expertise
Director	How-Han Investment Corporation Representative: Chris Lu	Master Degree in Photonics and Optoelectronics, National Taiwan University R&D Engineer, Philips Electronics Ltd. Principal Engineer, Taiwan Semiconductor Manufacturing Company Limited.	Corporate Management Decision Making Industry Knowledge
Director	How-Han Investment Corporation Representative: Felix Hsu	Ph.D. in Materials / Bioengineering, University of California, San Diego, U.S.A. Deputy Director of R&D Department, PELL BIO-MED TECHNOLOGY CO., LTD.	Corporate Management Decision Making Medical Expertise

Audit Committee

The main purpose of Audit Committee is assisting the Board of Directors in performing the supervision on the quality and faith of execution regarding accounting, audit, financial report process and financial control of eMemory. The Audit Committee consists of three Independent Directors, one as the Convener. A total of 5 Audit Committee meetings were held in 2023 with the 100% attendance rate of the committee members.

Remuneration Committee

The Remuneration Committee of eMemory takes charge of assisting the Board of Directors in executing and assessing the entire remuneration and welfare policies of the company, and the remuneration of Directors and managers. The committee members are appointed by the Board, composed by at least one Independent Director. A total of 2 Remuneration Committee meetings were held in 2023 with the 100% attendance rate of the committee members.

Committee Members

Name	Audit Committee	Remuneration Committee
Mr. T.C. Chen		(Committee Chair)
Mr. Danny Perng	(Committee Chair)
Mr. Jack Sun

Communication between Independent Directors, Internal Audit Supervisors and Accountants

eMemory was re-elected at the shareholders meeting on June 9, 2015, and set up an Audit Committee to replace the supervisory authority. The Audit Committee is composed of all Independent Directors. eMemory’s Audit Supervisors regularly submit audit reports to Independent Directors for review. Independent Directors can then ask the Audit Supervisor to further explain the content of the report. In addition, the company’s Audit Supervisors must have full attendance at each Audit Committee meetings and Board of Directors meetings, and will report the internal control quarterly. This ensures the effectiveness and the tracking of the improvement items can be fully communicated face-to-face with the Audit Committee. When the Audit Committee reviews the quarterly financial statements, the company’s accountants will attend all the Audit Committee meetings and report on the reviewed items to ensure effective communication between the audit committee and the accountants.

Internal Audit

The purposes of internal audit are to assist the Board of Directors and managers in reviewing the effectiveness of the Company’s internal controls, operational effectiveness, and efficiency, and then to provide recommendations. This guarantees the continuous functioning of the internal control system and generates recommendations as to how to improve said system.

The internal auditor reviews the company’s internal tasks and monitors its subsidiaries in accordance with annual plans, which need to be approved by the Board of Directors. Besides informing the Board of Directors during its ordinary meetings, it briefs the Board Audit Committee on a quarterly.

Internal auditing includes investigation and evaluation of internal control standards, as well as assessment of existing policies and procedures, and their effects on operational activities.

Internal auditor is an independent and under the board of directors. Any appointment or discharge of the chief internal audit shall be approved by the Board of Directors after being reviewed by the audit committee. When there is a change in the chief internal auditor, the company shall report the change and the reasons for it within 2 days from the date of occurrence via the Internet-based information system to the FSC for recordation.