Optimax Optoelectronics Technology Co., Ltd.
Measures for Performance Evaluation of the Board of Directors and Functional Committees
| The first article | In order to implement corporate governance and enhance the functions of the company's board of directors, and establish performance goals to enhance the operational efficiency of the board of directors, this method is formulated in accordance with Article 37 of the Code of Practice for Corporate Governance of Listed OTC Companies for compliance. |
| Article 2 | The performance evaluation method of the board of directors of the company, its main evaluation cycle, evaluation period, evaluation scope and method, evaluation execution unit, evaluation procedure and other matters to be followed shall be handled in accordance with the provisions of this method. |
| Article 3 | The board of directors of the company shall conduct an internal performance evaluation of the board of directors at least once a year. The internal evaluation period of the board of directors shall be conducted at the end of each year in accordance with the evaluation procedures and evaluation indicators in Articles 6 and 8 for the current year's performance evaluation. The implementation of the performance evaluation of the board of directors of the company shall be carried out by an external professional independent organization or a team of external experts and scholars at least once every three years, and the annual performance evaluation shall be carried out at the end of the year. The performance evaluation results of the board of directors shall be completed before the latest meeting of the board of directors in the following year. |
| Article 4 | The scope of evaluation of the board of directors of the company includes the performance evaluation of the overall board of directors, individual director members and Functional Committees. Evaluation methods include internal self-evaluation by the board of directors, self-evaluation by directors, or other appropriate means of performance evaluation. |
| Article 5 | The executive unit of the performance evaluation of the company's internal board of directors should clearly understand the operation of the evaluated unit and have a fair, objective and independent role. |
| Article 6 | The performance evaluation procedure of the board of directors of the company is explained as follows: 1. Establish the unit, scope and individual directors to be evaluated in the current year. 2. Establish the evaluation method. 3. Selection of an appropriate evaluation unit. 4. Each executive unit collects relevant information on the activities of the board of directors, and distributes and fills in the "Board of Directors (Functional Committee) Performance Evaluation Self-Assessment Questionnaire" in Attached Form 1, and the "Self-evaluation Questionnaire for Board Members (Self or Peer) Appraisal" in Attached Form 2. After the self-assessment questionnaire is finally collected by the overall planning and execution unit, it will record the evaluation result report according to the scoring standards of the eighth evaluation index, and send it to the board of directors for review and improvement. |
| Article 7 | If the company arranges an external evaluation agency or a team of external experts and scholars to perform the performance evaluation of the board of directors, the following explanations should be taken as a principle: The external evaluation agency is mainly a relevant organization that undertakes relevant education and training courses related to the board of directors, and improves corporate governance. or management consultancies. |
| Article 8 | The measurement items of the performance evaluation of the company's board of directors include the following five aspects: 1. The degree of participation in the company's operations. 2. Improve the quality of decision-making of the board of directors. 3. Composition and structure of the board of directors. 4. Selection and continuing education of directors. 5. Internal control. The measurement items for performance evaluation of directors include the following six aspects: 1. Master the company's goals and tasks. 2. Responsibilities of directors. 3. The degree of participation in the company's operations. 4. Internal relationship management and communication. 5. Professional and continuing education of directors. 6. Internal control. The indicators for the performance evaluation of the board of directors shall be determined according to the operation and needs of the company, which are in line with and suitable for the performance evaluation of the company. The scoring criteria are revised and adjusted according to the needs of the company. |
| Article 9 | When the board of directors of the company selects or nominates independent directors, the performance evaluation results of individual directors should be used as a reference for selection. |
| Article 10 | It is advisable for the company to disclose in the annual report whether it has established a performance evaluation method for the board of directors, disclose the implementation of the performance evaluation of the board of directors every year, and explain the evaluation method. If the company uses an external institution or expert to perform the performance evaluation of the board of directors, it shall disclose the name of the external evaluation institution and expert and the professional description of the expert in the annual report, and state whether the external institution or expert has business relations with the company and whether it is independent. |
| Article 11 | The performance evaluation methods formulated by the company are fully disclosed on the public information observation station and the company website for inquiries. |
| Article 12 | This method will be implemented after being discussed and approved by the board of directors, and the same will be true when it is revised. |
| Article 13 | This measure was enacted on March 19, 2019. |