INVESTORRELATIONS

• 圓剛110年股東常會開會通知書
• 110年圓剛議事手冊
• 110年股東會議事錄

Date:2021-04-16

1. AVerMedia's Board of Directors consists of seven eminent professionals in the fields of technology, marketing, finance, law, and management. Three of them are independent directors. AVerMedia also set up an Audit Committee and Remuneration Committee under the Board.

1. Audit Committee

   Audit Committee according to the Securities and Exchange Act, the Company Act, and other relevant provisions of laws and regulations to exercise the duties conferred upon it and assist the Board in carrying out its oversight responsibilities. Its oversight responsibilities include financial reports, the internal control system, obeying relevant laws and regulations, company or potential risk management and control, material assets or derivatives transactions, major funds credit and-or endorsement, raise or issue equity-related securities, the appointment and dismissal/compensation of CPAs, and financial, accounting or internal auditing officers in charge of appointment and removal.
   The Audit Committee is comprised of three independent directors, one of whom is designated the convener and at least one of whom has expertise in accounting or finance. The Committee shall meet at least once quarterly.
   

2. Communication among Audit Committee, Internal Auditors, and Accountants

   Based on the audit plan, the company’s audit unit submits the audit reports and insufficiency improvement reports to the Audit Committee. After the accountants’ annual examination, the annual report should send to the Audit Committee. The committee will require the accountants’ attendance during the review and discussion of these reports.
   

3. Remuneration Committee

   The Remuneration Committee is composed of three Independent Directors, assists all the Board of Directors to enhance corporate governance effects for the Board members and executive officers of the Company. The Remuneration Committee is responsible for：
   
   1. Promulgating and periodically reviewing the policy, system, standard, and composition of Directors and executive officer's evaluation and remuneration；
   2. Promulgating and periodically evaluating Directors and executive officer's remuneration.
   3. The board of Directors pointed out the other matters that need to be handled by the committee.
   
   Regular meetings of the Committee shall be held at least twice a year. The Remuneration Committee is entitled to appoint outside legal counsels, certificated public accountants, or other related parties to attend a meeting of the Committee and provide information.

3. The members of Audit Committees

By the "Internal Control System" and the "Rules for the Implementation of Internal Audit" the internal auditors are responsible for formulating AVerMedia's annual auditing plan. According to AVerMedia's annual auditing plan, internal auditors examine and assess the implementation of internal control policies. Then provide the recommendations for improvement to ensure AVerMedia's control system implements effectively and sustainably.

In addition, internal auditors review departmental self-assessments to determine the quality of departmental operations and then consolidate the results of these reviews, listing recommendations for improvements. Internal auditors are to provide the Board and President an assessment of the effectiveness of the overall internal control system and issue a statement based on the previous evaluation. The Audit Office is to function as an independent unit under the Board of Directors. Besides reporting to the Board during its ordinary meetings, internal auditors also report regularly to the Chairman and the Audit Committee.

• IP Management Plan (Chinese Version)