Director Introduction

 Yuan-Mao Su

       Chairman (Representative of Winbond Electronics Corp.)

       MS/ Major -Electrical Engineering/ University of Southern California

       BS/ Major-Electrical Engineering/ National Chiao Tung University

       Chairman, Nuvoton Technology Corporation Japan

Director, Nuvoton Technology Corp. America

Director, Nuvoton Technology Holdings Japan

Director, Nuvoton Technology Israel Ltd.

Karen K Chiao

        Director

        Master of Business Administration(MBA), Institut Européen d'Administration des Affaires(INSEAD)

        Bachelor of Arts (BA) Economics, Stanford University

        Director & President Callisto Holding Limited

Director, Callisto Technology Limited

Director, Miraxia Edge Technology Corporation

Director, Nuvoton (Hong Kong)

Director, Hong Fundation

Director, Nuvoton Technology Singapore Pte. Ltd

Arthur Yu-Cheng Chiao

        Director

        Master degree in Electrical Engineering & Institute of Management, University of Washington

        Chairman, Winbond Electronics Corp.

Chairman, Chin Xin Investment Co., Ltd.

Chairman, Cheng Ho Investment Co., Ltd.

Director, Walsin Technology Corporation

Director, Nuvoton Technology Corp. America

Director,United Industrial Gases Co., Ltd.

Director, Walsin Lihwa Corp.

Director, MiTac Holdings Corp.

Director, Chin Cheng Construction Corp.

Director, Song Yong Investment Corporation

Director, Winbond Electronics Corporation America

Director, Nuvoton Investment Holding Ltd.

Director, Marketplace Management Limited

Director, Nuvoton Technology Holdings Japan

Director, Tower Partners Semicondutor Co., Ltd.

Independent director, remuneration committee convener of Taiwan Cement

Management of Goldbond LLC.

 Jen-Lieh Lin 

        Director(Representative of Chin Xin Investment Corp.)

        Master of Electrical Engineering, National Cheng Kung University

Chairman, Callisto Holding Limited

Director, Nuvoton Technology Korea Ltd.

Director, Miraxia Edge Technology Corporation

Director, Wei Lai Technology Co., Ltd

Chi-Lin Wea

       Director

       Doctorate in Sciences Humaine (Economie), University of Paris, France

       Master of management from Imperial College London, United Kingdom

Chairman, Waterland Financial Holdings

Director, Elan Microelectronics Corporation

Director, AcBel Polytech Inc.

Director, AVABIO Co., Ltd.

Director, Rakuten Bank

Independent Director, Formosa Plastics Corporation

Independent Director, Inventech Co., Ltd.

Independent Director, SECON Co., Ltd.

Royce Yu-Chun Hong

        Director

        Bachelor degree in Industrial Design, Rhode Island School of Design

        Bachelor degree in Graphic Design, Art Center College of Design

        Director & President, IPEVO Corp.

Chairman, XRANGE CO., LTD.

Chairman, XING Mobility Inc.

Chairman, Panasonic Taiwan

Chairman, Long Jun Investment Co., Ltd.

Chairman, Xing Propulsion Inc.

Chairman, YU XIN MANAGEMENT CONSULTANT CO., LTD.

Director, Jian-Huang Enterprise Co., Ltd.

Independent Director, GGA Co., Ltd.

Liang-Gee Chen

        Director

        Ph.D. National Cheng Kung University

        M.S. National Cheng Kung University

Chairman, DaXin Development Co., Ltd.

Director, Ganzin Technology Co., Ltd.

Director, Himax Technologies Co., Ltd.

Independent Director, VIS Co., Ltd.

Independent Director, Everlight Electronics Co., Ltd.

Independent Director, Qisda Corporation

 Mark Wei

        Independent Director

        Master of International Business, George Washington University

        Master of Science in Finance (M.S.), Benjamin Franklin University

        Vice Chairman of Capital Gateway (CG) Investments

Chairman, Shin-Kong Life Insurance Co., Ltd.

Director, GOUNITTRAVEL Co., Ltd.

Director, ASCENDO BIOTECHNOLOGY, INC.

Director, Shin Kong Financial Holding Co., Ltd.

Independent Director, AIMD-Ainos Inc.

Independent Director, Advanced Lithium Electrochemistry (Cayman) Co., Ltd.

David Shu-Chyuan Tu

         Independent Director

        Master degree in Computer Engineering , San Jose State University, U.S.A

        General Manager, Synnex Technology International Corp. – Group Business Development & Strategy

Chairman, BestCom Co., Ltd.

Chairman, TONSAM Technologies Co., Ltd.

Director, SYNNEX Co., Ltd.

Director, Synnex FPT Joint Stock Company

Director, Jetwell Computer Co., Ltd.

Director, Asgard System Inc.

Director, Redington (India) Ltd

Director, Synnex (Thailand) Public Company Ltd.

Director, Inforcom Technology Inc.

Director, PT. Synnex Metrodata Indonesia

Director, SEPER TECHNOLOGY CORPORATION

Director, DIGITIMES Co., Ltd.

 Allen Hsu

        Independent Director

        Master degree in Business Administration, National Chengchi University

        Independent Director, Winbond Electronics Corp.

Chairman, Yu Yuan Investment Co. Ltd.

Chairman, Unus Tech Co., Ltd.

Chairman, 3R Life Sciences Taiwan Ltd.

Director, Innodisk Corporation

Director, Acme Electronics Corporation

Independent Director, Winbond Electronics Corp.

Kuang-Chung Chen

       Independent Director

        Bachelor degree of Chemical Engineering of Chinese Culture University

       Independent Director of Diodes Incorporated

Diversity Policy for Board Members

The diversity policy for members of the Board of Directors is established in Article 20 of the Company's Corporate Governance Best Practice Principles:

The members of the Board of Directors shall be balanced between the genders and they shall possess the knowledge, skills, and experience necessary for performing their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:

1. Ability to make sound business judgments.
2. Ability to conduct accounting and financial analysis.
3. Ability to manage the business.
4. Ability to manage a crisis.
5. Industry knowledge.
6. An understanding of international markets.
7. Leadership ability.
8. Decision-making ability.

The composition of the company's seventh session of directors (2011-2014), in addition to considering corporate governance requirements, is also based on the needs of the company's development strategy to form a professional and diverse director lineup; as detailed below:

• The board of directors consists of 11 directors, including 4 independent directors and 9 non-independent directors. The proportion of independent directors’ seats exceeds 1/3.
• In order to implement our country's gender equality policy, increase women's participation in the decision-making process, and strengthen the structure of the board of directors, there is currently one female director on the board of directors, and the goal of female participation has been achieved.
• In order to achieve the goal of sustainable operation, the succession of important management levels was planned through the rotation of legal representatives, and the management goal of maintaining two legal person directors has been achieved.
• Considering the needs of the company’s development strategy, the composition of the board of directors should be professionally diverse.The members of the Board of Directors cover various industry sectors, including semiconductor, electronics, finance, and design, possessing extensive professional knowledge, as well as independence and professional diversity. Among them, Director SU, YUAN-MOU, Director LIN, REHN-LIEH, Independent Directors TU, SHU-CHYUAN and Independent Director CHEN, KUANG-CHUNG have accumulated rich experience in the semiconductor and electronics industries. Director KAREN K. CHIAO, Director WEI, CHI-LIN, Independent Director WEI, PAO-SHENG and Independent Director HSU SHAN-KO bring expertise in the fields of finance and economics. Director HONG, YU-CHUN has a professional background in design, while Director CHEN, LIANG-GEE previously held the position of Minister of Technology in the government and taught at the university, providing the company with specialized support in technology and research. Director CHIAO, YU-CHENG has practical experience in the management of publicly listed companies and possesses outstanding leadership and decision-making abilities. further enhancing the diversity of the board of directors.

• The management objectives and achievements of the board diversity policy:

  1. Female director seats: 1 seat - Achieved.
  2. Corporate director seats: 2 seats - Achieved.
  3. Representation of various professional fields among directors: 4 seats in semiconductor and electronic industry expertise, 4 seats in financial and economic fields, 1 seat in design, 1 seat in technology and research, and 1 seat in management: Achieved.

The Diverse Expertise Structure of the Board of Directors is as follows

Planning for Succession of Directors and Senior Managerial Officers and Succession Implementation

 Nuvoton follows its "Articles of Association" and "Corporate Governance Best Practices Principles" to establish a candidate nomination system for director elections. Additionally, the composition of the board of directors should consider diversity to align with the company's operations, business model, and development needs, selecting professionals from various fields to form the board.

Board Member Succession Planning and Implementation Status

1. Nuvoton have established a diversity policy to ensure diversity among board members, including representation from major shareholders, female directors, and attracting outstanding individuals from different generations and professional fields.
2. Nuvoton have formulated the " Rules for Remuneration and Performance Evaluation of Directors " These rules comprehensively consider factors such as the board's performance evaluation, directors' involvement in company operations, their contributions, and responsibilities. This ensures the efficiency of the board's operation and serves as a reference for selecting directors.
3. Nuvoton periodically invite directors to attend seminars organized by the group. These seminars feature experts from various fields who share the latest developments and insights on topics such as economics, international affairs, technology, regulations, sustainability, and more. This helps enhance directors' understanding of global economic and industry trends. We also continue to provide ongoing training for directors, and in the year 2024, all directors complied with the requirements, indicating a positive overall training situation.  please refer to the Director Training Status.

Senior Management Succession Planning and Implementation Status

Nuvoton currently nurtures potential successors through the following methods:

• Senior Management Training: We organize quarterly seminars for senior executives to help them understand global trends, enhance their strategic thinking, and broaden their global perspective. Quarterly business review meetings contribute to strengthening the team's business acumen and leadership skills.
• Diverse Job Rotations: Senior managers participate in job rotations across various roles to develop multidimensional leadership and decision-making abilities, ensuring we have suitable talent in reserve.
• Accumulation of International Experience: Senior managers have the opportunity to work in overseas subsidiaries to gain international management experience and broaden their global outlook.
• Senior Management Succession Plan: Our company places a strong emphasis on training senior managers to ensure they are equipped to tackle future challenges, maintain diversity within the leadership team, and be prepared for various scenarios.

Performance Evaluation of Board of Directors

To strengthen corporate governance, enhance the functionality of the board of directors, and improve the efficiency of board operations, our company revised the "Regulations on Director Remuneration and Board Performance Evaluation" on February 10, 111. This revision mandates that the board conducts performance evaluations annually for the board itself, board members, the compensation committee, and the audit committee. Additionally, an external professional independent institution or a team of expert scholars should conduct an evaluation once every three years. We complete the performance evaluations of the board, board members, compensation committee, and audit committee at the beginning of each year and report the results to the compensation committee and the board of directors. For the results of the board evaluation, please refer to the following:

• 2022 Report on the Evaluation Results of the Board of Directors' Performance
• 2023 Report on the Evaluation Results of the Board of Directors' Performance

External Board's performance evaluation

In 2023, the company entrusted the external organization "Taiwan Corporate Governance Associationn" to evaluate the effectiveness of the board of directors. The company reported the evaluation results and improvement plans at the 2024/03/05 board meeting.

• Implementation Date：2023/12/01Issuance of Assessment Report
• External Professional Organization：Taiwan Corporate Governance Association
• Is the external organization independent: Yes （The Taiwan Corporate Governance Association, a non-profit organization, is not considered a related party to our company and does not have a relationship that affects our independence. Individuals involved in the association's assessments do not hold significant influential positions within our company and do not have direct or indirect financial interests in our company.）
• Assessment Method: Conducting online interviews after reviewing relevant materials
• Evaluation Criteria: The assessment is conducted based on eight dimensions: Board Composition, Board Guidance, Board Authorization, Board Oversight, Board Communication, Internal Control and Risk Management, Board Self-discipline, and Other Support Systems.
• Improvement Recommendations and Future Improvement Plans: 2023 external evaluation results of Nuvoton’s Board performance

Board Evaluation Standards for Assessing Auditor Independence and Suitability

1. The company formulates the "Method on Accountant Evaluation and Performance Appraisal Measures" in accordance with the "Accountant Act" and the "Code of Professional Ethics for Accountants". The Audit Committee evaluates the independence and suitability of certified accountant based on this method every year and checks whether the accountant is a director, shareholder, or the Company pays him/her compensations, confirming whether it is an interested party or not. The Company evaluates the result and submits to the Audit Committee and the Board of Directors.
2. The 2024 Audit Committee and Board of Directors also refers to the 2022 Audit Quality Indicators report (AQI report) to assess the suitability of the appointed CPA(assessment period: June 1, 2022 to May 31, 2023), based on dimensions include professionalism, independence, quality control, supervision, and innovation ability disclosure encompasses audit quality at the "firm level" and "audit engagement level". In addition, certified accountant shall be avoided related in entrusted matters and matters of direct and interest relationship. The regular rotation of accountants shall also followed the regulations. CPA assessment results for 2023 were approved by the Board of Directors on February 5, 2024, confirming that CPA Kenny Hong and Shu Lin Liu of Deloitte & Touche both fulfilled the assessment standards for independence and competency