Corporate Governance Corporate Governance

Communication between independent directors, head of internal auditor and CPAs

1.The head of internal auditor reports to the Board of Directors at least once every three months on audit operations and the status of implementation at the Board meeting. The internal audit report was delivered to the independent directors for review at the end of each month. The independent directors and head of internal auditor maintain effective communication with one another.

2.While processing the review of the annual financial statements at the Board Meeting, the Board of directors appoints its CPAs to be present for reporting and communicating all issues related to financial statements.

3.The independent directors, head of internal auditor and CPAs are in close contact.

Special task force for handling Ethical Corporate Management and its operation status:

1.Holtek designates the Resource Management Center to be responsible for implementing a policy of ethical management. All related units of Sales & Marketing Center, Design Center, and Quality Assurance & Reliability Division shall actively co-prevent unethical conduct and execute supervision.

2.When entering into contracts with agents, suppliers, customers, or other commercial transaction counterparties, Holtek shall include in such contracts terms requiring compliance with ethical policy of corporate management and that in the event the trading counterparties are involved in unethical conducts, the Company may at any time terminate or rescind the contracts.

3.Holtek shall periodically organize training and awareness programs of ethical policy for directors, managers and employees. When material misconducts or likelihood of material impairment to the Company come to their awareness upon investigation, they all have the responsibility to immediately report its supervisors of department or thru any whistleblowing channels, to prevent the consequences of committing unethical conducts. The Company shall apply the ethical policy of corporate management when evaluating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.

4.Holtek's Board of Directors is regularly reported the possible activities which may encounter higher unethical conducts by head of internal auditor to ensure the execution of ethical policy of corporate management.