Performance Evaluation of Boards and Directors

To enhance the Board functions and to improve the operation efficiency of the Board of directors, system of performance evaluation and policy is established. The scope of the evaluation includes the performance evaluation of the Board of Directors as a whole, individual Board members and functional committees. The evaluation methods include internal self-assessment by the Board of Directors, self-assessment by Board members, peer assessment, appointment of external professional organizations, experts or other appropriate methods for performance evaluation.
VisEra conducts an internal board performance self-assessment once a year. An external institution or experts might be appointed to conduct assessments of Board performance every three years. The results of the performance evaluation of the Board of Directors are completed by the end of the first quarter of the following year.

Implementation status of review of Board of Directors’ performance

As for the performance evaluation of the Board of Directors of 2022, the self-evaluation by each director was conducted in January 2023 in accordance with the “Regulations Governing Performance Evaluation of Board of Directors”, with 15 pieces of effective questionnaires collected. Self-evaluation of the performance of the Board of Directors as a whole averaged 4.78 points (with 5 points being the highest score); the self-evaluation of the performance of individual directors averaged 4.9 points (with 5 points being the highest score). Both indicate that the Board of Directors functioned well. The self-evaluation of the performance of the functional committees averaged 4.86 points (with 5 points being the highest score), indicating a high degree of independent directors’ recognition for the operation of the Audit Committee and the Compensation Committee. The evaluation results of this year ranged from 4.78~4.9, which is good perfromance. Following are some suggestions and improvement actions towards Board of Directors and the functional committees:

1. The Board of Directors: The average score of Board and individual directors are as above. Directors suggest arranging diversity courses to keep pace with the changing world.
2. The Compensation committee: The average score is 4.73. The suggestion is that the compnay's management team or human resource department should evaluate the necessity and the importance of the proposals cautiously before proposed to the Compensation committee and Board.
3. The Audit CommitteeThe average score is 4.79. Directors suggest that the company's management team should provide related background information of the proposals earlierly and completely to evaluate the proposals timely.