GIGABYTE’s internal audit unit is an independent unit that reports directly to the Board of Directors. In addition to reports at routine Board meetings, Internal Audit is also expected to report to the Chairman each month or as necessary. The responsibilities of Internal Audit are set out in the Guidelines Governing the Internal Audit System and cover the following: assisting the Board and management with inspecting and following-up on deficiencies in the internal control system, measurement of operational results and efficiency, and providing suggestions for improvements when appropriate to ensure the effective implementation of the internal control system and provide a reference for revisions to internal controls.

Audits are based on the Board-approved audit plan which is divided into regular internal audits and ad hoc internal audits. The audits provide the management with timely information on the operation of internal control functions, providing another channel for identifying existing or potential weaknesses in business operations. Internal Audit reviews the internal control self-assessment conducted by each unit to ensure that the internal control system is being executed as designed. The results of the self-assessments are then combined to provide the Board of Directors or President with their main basis for evaluating the validity of internal controls and the issuing of internal control declarations. The risk-oriented internal audit functions are shown below.

To ensure a sound remuneration structure for GIGABYTE directors, supervisors and executives, GIGABYTE established the “Remuneration Committee” in accordance with the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter” under the Securities and Exchange Act in late 2011. The mission of the Committee is to assist with the evaluation of the company’s overall remuneration and benefits policies as well as the remuneration of directors and executives. The Company rules state that the Remuneration Committee shall consist of five members appointed by Board resolution. One committee member serves as the convener and their term of office is identical to that of the Board. However, due to comprehensive consideration, Mr. Zheng-Zhe Cai and Mr. Jie-Xin Wu resigned on June 12, 2019. The current number of committee members is three.

GIGABYTE implements the “Organization Rules of the Audit Committee” and established an Audit Committee in accordance with Article 3 of the “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies” issued by the Financial Supervisory Committee. The GIGABYTE Audit Committee is made up of all independent directors and must contain at least three members. One member must also have an accounting or finance background to enhance the credibility and independence of internal audits.

The Audit Committee provides oversight of the Company’s financial reports, the retention (termination), independence and performance of the CPA, the effectiveness of internal controls, compliance with the relevant laws and regulations, and the Company’s management of potential risks. Based on these control goals, the authority of Audit Committee members include:

The 1^st Nominating Committee was chosen on August 13, 2021, and composed of 3 directors (incl. 2 independent directors).

The Company was approved by the resolution of the board of directors on January 15, 2021 and appointed Chen, Chun-Ying (CFO) as the chief corporate governance officer. The chief corporate governance officer’s main responsibilities are to handle matters relevant to Board of directors and Shareholders’ meeting in accordance with the law, to prepare minutes of Board meetings and Shareholders’ meetings, to assist directors’ inauguration and continuing professional education, to provide the directors with information required for performing their duties, and to assist the directors to act in compliance with the laws.

Status of further education of chief corporate governance officer: