Committee

Audit Committee

Qisda established independent directors and the audit committee in 2008 in order to exercise the authority specified in the Securities and Exchange Act, Company Act and other laws.

I. Annual Work Focus

1. Periodically communicating the audit report results with the internal audit officer according to the annual audit plan.
2. Periodically exchanging opinions on the financial statements or audit results with the CPAs of the Company.
3. Reviewing financial reports.
4. Evaluating the effectiveness of the internal control system.
5. Reviewing the appointment, discharge, remuneration and services of the CPAs.
6. Reviewing the regulations of assets, derivatives, funds, loans, and endorsements and guarantees, and the transactions of major assets, fund loans and endorsements and guarantees.
7. Legal compliance.

II. Execution Status

1. The audit committee of the Company consists of five members.
2. Term of office of current members: From May 29, 2023, to May 28, 2026.
3. From 2024 to now(update to May 7, 2024), and the committee member attendance status was as follows

Committee Member	Required number of attendances	Actual number of attendances	Actual attendance rate (%)
Shu-Chun Huang	4	4	100%
Chiu-Lien Lin	4	4	100%
Liang-Gee Chen	4	4	100%
Jyuo-Min Shyu	4	4	100%
Lo-Yu Yen	4	4	100%

Salary and compensation committee

The function of the salary and compensation committee of the Company is to evaluate the salary and remuneration policy and system for directors and managerial officers based on its professional and objective position. At least two are convened every year, and meetings may also be convened at any time depending upon the need, in order to propose recommendations to the board of directors as references for the decision-making of the board of directors.

1. Authority of the Salary and Compensation Committee of the Company

1. Establishing and periodically reviewing the performance evaluation of directors and managerial officers as well as the policy, system, standard and structure of the remuneration.
2. Periodically assessing and specifying the remuneration of directors and managerial officers.

II. When the salary and compensation committee exercises its authority, it shall be performed according to the following standards

1. The performance evaluation and remuneration of the directors and managerial officers shall consider the normal standard payment status in the same industry, and the reasonability of the correlation with individual performance, the Company’s business performance and future risks.
2. The directors and managerial officers shall not be led to engage in any actions exceeding the risk appetite of the Company for the purpose of pursuing remuneration.
3. The short-term performance bonus ratio and partial change of remuneration payment time for the directors and senior managerial officers shall consider the characteristics and nature of the business of the Company in order to determine the remuneration ratio and payment time.

III. Execution Status

1. The salary and compensation committee of the Company consists of three members.
2. Term of office of current members: From May 29, 2023, to May 29, 2026
3. From 2023 to now(update to November 9, 2023), and the actual operational status was as follows:

Committee Member	Required number of attendances	Actual number of attendances	Attendance Rate (%)
Jyuo-Min Shyu	3	3	100%
Lo-Yu Yen	3	3	100%
Liang-Gee Chen	2	2	100%
Chiu-Lien Lin	2	2	100%
Shu-Chun Huang	2	2	100%
Cheng-Ju Fan	1	1	100%

Meeting Status

Salary and compensation committee	Current Proposal Content and Subsequent Handling	Resolution Results	Company’s Handling of Opinions of the Committee
Third meeting , 2023 2023-11-09	Report for the 2022 Employee remuneration and the 2023 Annual Senior Managers for a raise.	Report.	NA
Second meeting , 2023 2023-08-04	Proposal to amend the "Remuneration Measures for Directors and Functional Committee Members"	Approved by all attending Salary and Compensation Committee members.	Submitted to the board of directors’ meeting and approved by all attending directors.
First meeting , 2023 2023-03-06	Proposal to amend the "Remuneration Measures for Directors and Functional Committee Members" Proposal to adjust the "employee and director's remuneration ratio" proposal. Proposal for the 2022 Employee and Director Remuneration Distribution Plan Proposal for the 2022 Annual Employee Compensation Discussion for Senior Managers and Audit Supervisors Proposal for the 2023 Annual Senior Manager Salary and Compensation Index Case Proposal for the 2023 Senior Manager and Audit Supervisor Bonus and Salary Adjustment Policy Discussion	Approved by all attending Salary and Compensation Committee members.	Submitted to the board of directors’ meeting and approved by all attending directors.
Fourth meeting , 2022 2022-11-04	Report for the 2021 Employee remuneration and the 2022 Annual Senior Managers for a raise.	Report.	NA
Third meeting , 2022 2022-08-05	Proposal for remuneration of the newly-appointed vice president	Approved by all attending Salary and Compensation Committee members.	Submitted to the board of directors’ meeting and approved by all attending directors.
Second meeting , 2022 2022-05-06	Proposal for remuneration of the newly-appointed vice president	Approved by all attending Salary and Compensation Committee members.	Submitted to the board of directors’ meeting and approved by all attending directors.
First meeting , 2022 2022-03-07	Proposal for the 2021 Employee and Director Remuneration Distribution Plan Proposal for the 2021 Annual Employee Compensation Discussion for Senior Managers and Audit Supervisors It is proposed to appoint the company to execute the salary and remuneration case Proposed Appointment of the General Manager of the Company and the Salary and Remuneration of the Manager of the Hsinchu Branch Proposal for the 2022 Annual Senior Manager Salary and Compensation Index Case Proposal for the 2022 Senior Manager and Audit Supervisor Bonus and Salary Adjustment Policy Discussion Proposal to amend the "Remuneration Measures for Directors and Functional Committee Members"	Approved by all attending Salary and Compensation Committee members.	Submitted to the board of directors’ meeting and approved by all attending directors.

Communication Status of Independent Directors and Internal Audit Officer with CPAs

The independent directors of the Company convene at least one meeting per quarter and also invite the CPAs, internal audit, legal, financial and accounting departments, etc. to provide reports to the independent directors or to discuss the latest financial statement audit findings, internal audit results, major litigation case reports, financial and business status information, etc. All independent directors and the internal audit officer maintain excellent communication result with the CPAs

Communication with Internal Audit Officer

All internal audit reports are periodically submitted to the independent directors, and at least one periodic meeting and audit committee member seminar have been held each quarter since the establishment of the audit committee. The meeting minutes are recorded in the reports for the board of directors
Communication also regularly takes place directly via e-mail and telephone depending upon the need
Current audit reports are submitted periodically
Post-session follow-up reports are provided periodically
Updates of important audit regulations and other issues

Summary of Communication of Independent Directors and the Internal Audit Officer

Date	Attendee	Communication Focus	Recommendations and Corrections
2024-08-06	Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien Lin, Independent Director Shu-Chun Huang, Independent Director Ming-Chih Chang, Audit Officer	April-June 2024 audit operation focus report and post-session follow-up audit explanation.	None
2024-05-07	Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien Lin, Independent Director Shu-Chun Huang, Independent Director Ming-Chih Chang, Audit Officer	January-March 2024 audit operation focus report and post-session follow-up audit explanation.	None
2024-03-05	Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien Lin, Independent Director Shu-Chun Huang, Independent Director Ming-Chih Chang, Audit Officer	2023 internal control system declaration and self-evaluation execution result report. October-December 2023 audit operation focus report and post-session follow-up audit explanation.	None
2023-11-09	Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien Lin, Independent Director Shu-Chun Huang, Independent Director Ming-Chih Chang, Audit Officer	2024 internal audit plan proposal. July-September 2023 audit operation focus report and post-session follow-up audit explanation.	None
2023-08-04	Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien Lin, Independent Director Shu-Chun Huang, Independent Director Ming-Chih Chang, Audit Officer	April-June 2023 audit operation focus report and post-session follow-up audit explanation.	None
2023-05-05	Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Ming-Chih Chang, Audit Officer	January-March 2023 audit operation focus report and post-session follow-up audit explanation.	None
2023-03-06	Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Ming-Chih Chang, Audit Officer	2022 internal control system declaration and self-evaluation execution result report. October-December 2022 audit operation focus report and post-session follow-up audit explanation.	None
2022-11-04	Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Ming-Chih Chang, Audit Officer	2023 internal audit plan proposal July-September 2022 audit operation focus report and post-session follow-up audit explanation.	None
2022-08-05	Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Ming-Chih Chang, Audit Officer	April-June 2022 audit operation focus report and post-session follow-up audit explanation.	None
2022-05-06	Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Ming-Chih Chang, Audit Officer	January-March 2022 audit operation focus report and post-session follow-up audit explanation.	None

Communication with CPAs

After the second quarter and end of the fiscal year, the CPAs conduct reporting and exchange of opinions on the following issues with the independent directors.

Responsibility and independence of the chief auditor
Scope and method of the audit or review
Quarterly financial report review or annual audit results
Important financial ratio analysis
Important accounting handling, important regulation updates and other issues

Summary of Communication Status of Independent Directors with CPAs

Date	Attendee	Communication Focus	Recommendations and Corrections
2023-11-09	Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien Lin, Independent Director Shu-Chun Huang, Independent Director Hui-Chen Chang CPA	2022 Audit Quality Indicators (AQI)	None
2023-08-04	Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Liang-Gee Chen, Independent Director Chiu-Lien Lin, Independent Director Shu-Chun Huang, Independent Director Hui-Chen Chang CPA	2023 second quarter financial report audit result report Important regulation updates	None
2023-03-06	Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Hui-Chen Chang CPA	2022 annual financial report audit result report Important regulation updates	None
2022-08-05	Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Hui-Chen Chang CPA	2022 second quarter financial report audit result report Important regulation updates	None
2022-03-07	Cheng-Ju (Allen) Fan, Independent Director Jyuo-Min Shyu, Independent Director Lo-Yu Yen, Independent Director Hui-Chen Chang CPA	2021 annual financial report audit result report Important regulation updates Company financial report	None

Sustainable Development Committee

In accordance with the provisions of Article 27 of the company's "Corporate Governance Code of Practice", Qisda established the Corporate Sustainability Development Committee on August 4, 2023, and held meetings in the first quarter of each year; at the same time, the organizational rules of the company's Sustainability Development Committee" (hereinafter referred to as this committee) was established for compliance.

I. Annual Work Focus

This committee is the decision-making and supervision unit of the company's sustainable development-related work, covering the three major areas of environment (E), society (S) and corporate governance (G), so that the board of directors can fulfill its duties and responsibilities to protect the company, employees, shareholders and all parties.

II. Execution Status

1. The committee consists of seven members.

2. Term of office of current members: From August 4, 2023, to May 28, 2026.

From 2023 to now (update to August 4, 2023), and the committee member attendance status was as follows.

Committee Member	Current	Required number of attendances	Actual number of attendances	Number of attendances by proxy	Attendance Rate (%)
Peter Chen		0	0	0	-
Joe Huang		0	0	0	-
Lo-Yu Yen		0	0	0	-
Jyuo-Min Shyu		0	0	0	-
Liang-Gee Chen		0	0	0	-
Chiu-Lien Lin		0	0	0	-
Shu-Chun Huang		0	0	0	-

Meeting Status

Sustainable Development Committee	Current Proposal Content and Subsequent Handling	Resolution Results	Company’s Handling of Opinions of the Committee