Corporate Governance

The Board of Directors

Functional Committees

Corporate Governance Officer

Integrity Management

Internal Audit

The Board of Directors

The company's highest strategy and management body, Neousys Technology's board of directors, in addition to formulating various laws and regulations in accordance with relevant laws and regulations and the powers conferred by the shareholders' meeting, also supervises various implementation results.

Important responsibilities of the board of directors:

• Review the company's business plan
• Review the company's financial reports
• Establish an effective and appropriate internal control system
• Supervise and deal with various risks faced by the company
• Planning and formulating the company's business directions and strategies
• Appointment and dismissal of financial, accounting or internal audit supervisors

Diversity and independence of the Board of Directors:

Our company is committed to strengthening corporate governance and promoting the soundness of the composition and structure of the Board of Directors by respecting and advocating for the goal of board diversity. We hope that our diversity policy will contribute to enhancing the overall operational performance of the company. The selection of our Board members is based solely on merit, with a focus on gender equality and the necessary knowledge, skills, and qualities required for the role.

Currently, our Board of Directors consists of five general directors and four independent directors. The diversity policy and its implementation are as follows:

All current directors of our company have experience in the management or operations of various industries. In the future, we will revise our diversity policy as necessary, based on the operation of the Board, business model, and development needs, to ensure that Board members generally possess the knowledge, skills, and qualities required for their duties.

According to the company's articles of association, the Board of Directors consists of 5 to 9 members, including five general directors and four independent directors. Independent directors account for 44.44% of the total board members, and the combined number of independent and external directors exceeds half of the total Board members. Currently, 89% (8 members) of the Board are male, and 11% (1 member) are female. We will strive to increase the number of female directors in the future to achieve the goal of gender equality on the Board.

All independent directors of our company comply with the relevant regulations of the Financial Supervisory Commission's Securities and Futures Bureau, and there are no circumstances among the directors and independent directors that fall under Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act.

Board of Directors

Functional Committees

In order to strengthen the supervisory responsibility of the board of directors and enhance the operational mechanism of the board management, Neousys Technology has established functional committees such as the Audit Committee, the Compensation Committee and the Sustainable Development Committee.

Audit Committee

In order to strengthen the supervisory responsibility of the board of directors and enhance the management mechanism of the board, Neousys Technology established the Audit Committee in December 2022. The Neousys Technology Audit Committee is composed of all independent directors, and at least one of them should possess accounting or financial expertise.

Operation of the Audit Committee

The main purpose of the following matters is to supervise:

1. The appropriate expression of the company's financial statements.
2. Selection, dismissal, independence and performance of the certified public accountant.
3. Effective implementation of the company's internal control.
4. Compliance with relevant laws and regulations.
5. Control of existing or potential risks of the company.

Powers of the Audit Committee

1. To establish or amend internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. Establishing or amending procedures for significant financial transactions, such as acquisition or disposition of assets, derivative trading, lending of funds to others, endorsement or guarantee for others, in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving the self-interest of directors.
5. Significant asset or derivative transactions.
6. Significant lending, endorsement or guarantee of funds.
7. Equity securities with equity nature raised, issued, or privately placed.
8. Appointment, dismissal or compensation of certified public accountants.
9. Appointment or dismissal of financial, accounting or internal audit heads.
10. Annual financial reports signed or stamped by the Chairman, managers and accounting heads, and second-quarter financial reports that must be audited and certified by a certified public accountant.
11. Other significant matters prescribed by the company or competent authorities.

The resolutions on the preceding matters shall be passed with the approval of more than half of the members of the Committee and submitted to the Board of Directors for resolution. With the exception of item 10, if the aforementioned matters are not approved by more than half of the members of the Committee, they may be carried out with the approval of more than two-thirds of all directors.

The term "all members" referred to above shall be calculated based on the actual number of members in office. The convener of the Committee shall represent the Committee externally.

• Communication between independent directors, the head of internal audit, and the accountant: 2025(attached file) | 2024(attached file) | 2023(attached file)
• Annual Audit Committee work focus and important resolutions: 2025((attached file) | 2024(attached file) | 2023(attached file)

Compensation Committee

Composition of the Compensation Committee

• The committee shall consist of four members appointed by the board of directors, with at least half of the majority of members being independent directors.
• The professional qualifications and independence of the members of the committee shall comply with the provisions of Articles 5 and 6 of the "Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of Public Companies or Companies Whose Securities are Listed on Securities Exchange or Traded Over-the-Counter" (hereinafter referred to as the "Compensation Committee Regulations").
• The administrative unit responsible for the affairs of the committee shall be responsible for assisting the committee in preparing the agenda, convening and conducting meetings, keeping minutes of meetings, and other related matters.

(1) In accordance with Article 7 of the Compensation Committee Regulations, the committee shall faithfully perform the following duties with the care of a good administrator and submit its recommendations to the board of directors for discussion:

• Regularly review relevant rules and procedures and propose revisions.
• Establish and regularly review policies, systems, standards, and structures for evaluating the performance and compensation of directors and senior management.
• Regularly evaluate and establish the compensation of directors and senior management.

(2) When performing the above duties, the compensation committee shall adhere to the following principles:

• Ensure that the company's compensation system is reasonable, complies with relevant laws and regulations, and is sufficient to attract outstanding talents.
• The performance evaluation and compensation of directors and senior management should be based on the usual industry standards and take into account the reasonableness of their personal performance, the company's business performance, and future risks.
• The compensation committee should not induce directors and senior management to engage in risky behavior to pursue compensation.
• The proportion of short-term performance-based dividends and variable compensation payment periods for directors and senior management should be determined based on industry characteristics and the nature of the company's business.

(3) The compensation referred to in the previous two items includes cash compensation, stock options, stock dividends, retirement benefits or severance payments, various allowances, and other measures with substantial rewards. Its scope should be consistent with the criteria for disclosure items in the annual report of a publicly traded company related to director and senior management compensation.

(4) If the matters related to the compensation of directors and senior management of a subsidiary of the company are subject to the approval of the parent company's board of directors based on the subsidiary's hierarchical responsibility, the compensation committee of the parent company shall first submit its recommendations to the board of directors for discussion.

Sustainable Development Committee

Sustainable Development

Internal Audit

The purpose of Internal Audit is to review and evaluate the effectiveness of our internal control process design and actual functioning on a day-to-day basis. Neousys Technology requires Internal Auditors to check major operation processes, law and regulation compliance with objective manner and assist the board and management to reach their operating profit, performance and asset protection goals, as well as reasonably guarantee the reliability of financial reporting and conformity to related laws.

With the leadership provided by Board Audit Committee, Neousys Technology's Internal Audit function aims to go deep into the company operation process to identify the opportunities of further improvement. Special audit project is planned according to annual audit plan, which take into consideration of daily operation process, risk assessment and align with Neousys Technology's major strategies. The actual audit works may be adjusted per different functions, to review operating units across globally with same audit task or deep dive into operation process in all aspects for one region or one function. The major goal of Internal Audit is to build up a sound organization and operation mechanism to be the solid foundation and better support long term development of Neousys Technology.

Corporate Governance Officer

Neousys's board of directors resolved on March 24, 2023, that effective from April 1, 2023, Diane Lu, the former Internal Auditing Officer, will be appointed as the Assistant Manager of Accounting and Corporate Governance Officer. She will be responsible for matters related to corporate governance. Diane has over three years of experience serving as a department head in charge of regulation compliance, internal audit, shareholder services, and corporate governance in a public company, meeting the qualifications for a Corporate Governance Officer as stipulated in Article 23 of the " Taipei Exchange Directions for Compliance Requirements for the Appointment and Exercise of Powers of the Boards of Directors of TPEx Listed Companies."

Scope of powers

According to the " Taipei Exchange Directions for Compliance Requirements for the Appointment and Exercise of Powers of the Boards of Directors of TPEx Listed Companies," the Corporate Governance Officer is responsible for matters related to corporate governance, primarily including the following:

• Handling matters related to the meetings of the board of directors and shareholders in accordance with the law.
• Preparing meeting minutes of the board of directors and shareholders meetings.
• Assisting directors in assuming their duties and pursuing their continuous education courses.
• Providing directors with the information necessary for their business execution.
• Assisting directors in complying with legal requirements.
• Other matters stipulated in the company's articles of incorporation or contracts.

Key Points for Business Execution

• Organizing meetings for the board of directors, audit committee, compensation committee, and both regular and extraordinary shareholders' meetings, including planning and drafting agendas, sending meeting notices within the statutory deadlines, providing necessary materials for the meetings, and preparing minutes after the meetings.
• Assisting with and organizing continuous education courses for directors.
• Compiling and updating the latest regulatory amendments from government authorities and revising the company's internal regulations accordingly.
• Providing directors with appropriate and timely company information.
• Issuing announcements and important disclosures regarding the company's significant resolutions in accordance with the law.
• Updating and disclosing various corporate governance information, including the composition of board committees, key internal company regulations, and the stakeholders' section.
• Handling matters related to directors' liability insurance.
• Managing other corporate governance-related affairs.

Study/Training Details

Integrity Management

In order to establish a culture of integrity and promote development, our company has formulated the "Integrity Management Code" and the "Code of Conduct and Operation Guidelines for Integrity Management" in accordance with the "Code of Conduct for Listed and OTC Companies". Neousys board of directors passed the policies on October 14, 2022. Our board members and management are obligated to exercise their duties with a highly prudent attitude, and to act in the best interest of good corporate governance when carrying out business operations.

Implementation of Integrity Management

Main Policies

• Prohibition of bribery and acceptance of bribes
• Prohibition of providing illegal political contributions
• Prohibition of improper charitable donations or sponsorships
• Prohibition of providing or accepting unreasonable gifts, hospitality or other inappropriate benefits
• Prohibition of infringement of trade secrets, trademark rights, patent rights, copyright, and other intellectual property rights
• Prohibition of unfair competition practices
• Prohibition of products and services that directly or indirectly harm the rights, health, and safety of consumers or other stakeholders during research and development, procurement, manufacturing, provision, or sales

Education and Training

• Our company should regularly communicate the importance of integrity to directors, employees and appointees.
• Our company should regularly promote the concept of integrity management through education, training, and other means, so that stakeholders fully understand our company's determination, policies, prevention measures and consequences of violating integrity.

Prevent Insider Trading

• With the approval of the board of directors, the "Management Measures for Preventing Insider Trading" has been established. For major events or proposals that may affect the stock price of our company, the resolution council should remind the directors and attending managers in regards to the provisions of Article 157-1 of the Securities and Exchange Act, which prohibits insider trading.
• Regular education and training should be conducted to promote “Prevent Insider Trading” awareness.

Implementation of Integrity Management

Our company has established a "Sustainable Development Committee" under the Board of Directors, which includes an "Integrity Management Team." The team is responsible for promoting the Company's integrity management, anti-corruption, anti-bribery, and compliance with laws and regulations as part of corporate governance matters. They report their implementation to the Board of Directors annually, with the recent report submitted on August 9, 2024.

2024 Integrity Management Implementation Report

• Suppliers: The Supplier Code of Conduct has been completed and will be published on the sustainability section of our website according to the planned schedule. It will be provided to our partnering suppliers for compliance.
• Education and Training: A total of 25 new employees have completed the Organizational Culture Workshop.
• Commitment: Directors and executives have signed the Integrity Management Declaration.
• Propaganda: Information regarding the whistleblowing system and grievance channels was presented by the internal auditing officer and promoted to all employees during the May 2024 staff meeting.