Board of Directors Members and Structure

Acer Gadget is committed to establishing a professional, independent, and diverse Board of Directors to guide business strategy, oversee management operations, and ensure the best interests of shareholders and stakeholders. The structure and operations of our Board follow the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Acer Group’s governance framework, while also reflecting Acer Gadget’s specific business needs.

The Board of Directors undertakes the following key responsibilities:

Board Composition and Member Backgrounds

Acer Gadget’s Board consists of seven members, including four independent directors (57%), ensuring objectivity and professionalism. Members bring diverse expertise in industry, finance, international markets, and human resources. Directors are elected under the Company Act and the Company’s Articles of Incorporation through a cumulative voting system at the shareholders’ meeting. Although no nomination committee or formal diversity/independence criteria are in place, the Company continues to review governance practices to enhance transparency and compliance. To strengthen governance, Acer Gadget has adopted Rules for Performance Evaluation of the Board of Directors. Annual reviews cover the full board, committees, and individual directors, using self assessment, peer review, and external evaluation. Results inform future board selection and governance improvements.

Board Members

Board Diversity

Functional Committees

To enhance the effectiveness of the Board and improve decision-making quality and efficiency, Acer Gadget has established functional committees under the Board, including the Audit Committee and the Remuneration Committee. These committees oversee internal controls, financial management, compensation, and performance mechanisms. For proposals involving conflicts of interest with directors or their represented entities, the Board adopts recusal measures to ensure fairness and objectivity in decision-making.

Dedicated Corporate Governance Function

In accordance with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, Acer Gadget has designated senior executives to serve as its dedicated governance function, responsible for advancing and implementing governance-related matters. This function covers internal governance systems, information disclosure, regulatory compliance, and risk management. It reports governance operations to the Board internally and discloses relevant information externally, reinforcing the principle of transparency.