INVESTORRELATIONS

• 2025 shareholder’s Regular Meeting
• 2025 shareholders' Meeting Agenda

Date:2024-07-08

1. The Board of Directors at AVerMedia comprises eight directors, including four independent directors, all elected by shareholder voting. The directors possess professional expertise and practical experience in fields such as technology, marketing, law, finance, and accounting. The Chairman is elected by the board members and serves as the leader of the Board internally and the company’s representative externally.
2. The Board's responsibilities include setting the company's overall strategic direction, establishing a robust corporate governance system, supervising, appointing, and guiding the management team, strengthening internal management functions, and striving to maximize the interests of stakeholders.

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. Remuneration Committee

   The Remuneration Committee performs its duties in accordance with the Securities and Exchange Act and relevant regulations. It evaluates the company’s overall compensation and benefits policies, as well as the remuneration of directors and executives, by referencing industry standards, sector characteristics, and the nature of the company's business.
   The Remuneration Committee of the company is composed entirely of independent directors, with a total of four members. One independent director is appointed as the convener. The committee holds at least two meetings annually.
   

3. Corporate Sustainability Development Committee

   The Corporate Sustainability Development Committee was established on November 9, 2021. The committee comprises seven directors, including four independent directors, with the aim of strengthening management functions and committing to corporate social responsibility (CSR) and sustainable operations. Its responsibilities include:
   
   • Formulating the direction and objectives for corporate social responsibility and sustainable development, as well as drafting related management guidelines and specific implementation plans.
   • Promoting and implementing tasks related to integrity management and risk management within the company.
   • Monitoring and reviewing the implementation and effectiveness of corporate sustainability development initiatives.
   • Handling other matters as resolved by the Board of Directors to be managed by the committee.
   
   Committee Operations:
   The Corporate Sustainability Development Committee underwent a re-election on August 9, 2023, with the new term running from June 14, 2023, to June 13, 2026. On November 28, 2023, the committee approved the 2024 ESG work plan, which was submitted to the Board of Directors for discussion and approval on January 25, 2024.
   
   

4. List of Committee Members

The Internal Audit Office formulates the "Internal Control System" and "Internal Audit Implementation Rules" in accordance with the law. It develops an annual audit plan to inspect and evaluate the implementation of internal controls, providing timely improvement recommendations to ensure the continued effective implementation of the internal control system. Additionally, the office reviews the self-assessment reports of each department annually as required. The results of these reviews, along with internal audit findings and improvements, are submitted to the Board of Directors and the General Manager as the basis for evaluating the overall effectiveness of the internal control system and issuing the Internal Control System Statement.

The Internal Audit Office operates as an independent unit under the Board of Directors. Internal auditors, in addition to reporting during routine board meetings, also regularly report to the Chairman and the Audit Committee. The appointment, evaluation, and remuneration of internal auditors are determined as follows: the appointment or dismissal of the Chief Internal Auditor requires the approval of the Audit Committee and subsequent resolution by the Board of Directors. All other matters are approved by the Chairman.

• IP Management Plan (Chinese Version)