MediaTek
Corporate Governance

To achieve good corporate governance, the main duties of MediaTek’s Board of Directors are including:

• Stipulating an effective and appropriate internal control system
• Selecting and supervising senior management
• Reviewing the company’s management policies and business plan
• Reviewing the company’s financial goals
• Supervising and handling any risks the company encounters
• Ensuring the company complies with relevant laws and regulations
• Planning the company’s future development
• Creating and maintaining the company’s image
• Ensuring the company meets its social obligations
• Appointing certified public accountants

The Company has a diversification policy for the board of directors. According to this policy, the composition of the Company’s board of directors should be diversified. Based on the Company’s operations, business models and development needs, the selection of members with diverse backgrounds and perspectives includes, but it is not limited to, gender, age, nationality, culture, educational background, professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

In addition, the factors considered for the nomination of board members include that director candidates should have a reputation for integrity, outstanding achievements, experience, and reputation in various professional fields. They should also commit to investing sufficient time to participate in the supervision of the Company’s business, possess the ability to assist in operations and management, and contribute to the Company’s success. In the case of independent directors, their qualifications shall meet the requirements of laws and regulations.

The current board of directors of the Company consists of eight directors, including four independent directors (50%) and three directors employed by the Company (37.5%). Regarding the age of directors, there is one director aged between 51 and 55, two aged between 56 and 60, one aged between 66 and 70, and four aged between 71 and 75. Members of the board of directors have relevant professional backgrounds in science and technology and finance. Their industry experiences cover various fields in the semiconductor industry, including upstream wafer foundry (including Director Lih-Shyng Tsai, and Independent Director Peng-Heng Chang), IC design engaged by the Company (including Director Ming-Kai Tsai, Director Joe Chen, and Independent Director Chung-Yu Wu), electronic design automation (EDA, Independent Director Yao-Wen Chang), downstream end product applications (Director Cheng-Yaw Sun), and finance (Independent Director Syaru Shirley Lin).

In addition, to achieve diversity in the background, experience and expertise of the board of directors for diverse perspectives, the board of directors of the Company should include at least one director with academic background, at least one director with accounting or financial expertise, and at least one director with business management experience. Currently, three of the eight directors have been working in the academic community for a long time (including Professor Emeritus Chung-Yu Wu of NYCU, Research Professor Syaru Shirley Lin of UVA, and Distinguished Professor Yao-Wen Chang of NTU), five directors have financial experiences (including Director Ming-Kai Tsai, Director Lih-Shyng Tsai, Director Joe Chen, Independent Director Peng-Heng Chang, and Independent Director Syaru Shirley Lin), and six directors have business management experience (including Director Ming-Kai Tsai, Director Lih-Shyng Tsai, Director Joe Chen, Director Cheng-Yaw Sun, Independent Director Peng-Heng Chang, Independent Director Syaru Shirley Lin). The Company has achieved its goal of constructing a diverse board. The diversity of industry experiences and professional competencies of the board of directors are as follows:

MediaTek’s Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company.

The Audit Committee is responsible to review the Company’s:

• The effectiveness of company internal control process
• Auditing and accounting policies and procedures
• Potential conflicts of interests involving directors
• Material asset or derivatives transactions
• Material lending funds, endorsements or guarantees
• Offering or issuance of any equity-type securities
• Hiring or dismissal of an attesting CPA, or the compensation given thereto
• Appointment or discharge of financial, accounting, or internal auditing officers
• Financial reports
• Supervision of risk management

The Audit Committee held 5 sessions in 2023. The attendance of the independent directors is shown in the following table:

Resolutions related to Securities and Exchange Act §14-5 in 2023:

The independent directors communicate with the chief of internal audit executive (CAE) and the independent auditor at the regular Audit Committee meetings and in the separate meetings. The communication channels and interactions are functioned well.

The CAE reports the annual audit plan execution and audit finding improvement status to independent directors at least 4 times per year and the CAE reports material audit business updates to independent directors in the quarterly separate meetings. They also exchange their opinions for the effectiveness of internal control implementation of the Company.

the independent auditor and the independent directors meet at the Audit Committee meetings at least twice per year and additionally for a separate meeting at least once per year for review and assess financial statements and discuss relevant topics or to exchange their opinions.

For special or significant matters, the independent directors can access the CAE or independent auditor for discussion anytime.

Summary of the meeting agenda that was communicated between the independent directors and CAE is shown in the following table:

The Remuneration Committee assists the Board in discharging its responsibilities related to MediaTek's performance evaluation of directors and executives, the remuneration and benefit policies, rules, standards and structure, as well as the assessment of the remuneration and benefit for directors and executives.

According to MediaTek’s Remuneration Committee Charter, the members of the Remuneration Committee are appointed by the Board and the Remuneration Committee shall consist of no fewer than three members. The Company has elected independent directors as required by Taiwan (R.O.C.) law, and there should be at least one independent director sitting on the Remuneration Committee. The Remuneration Committee meets at least twice a year. Please consult MediaTek’s annual report for the relevant year for the number of meetings convened and each member’s attendance rate.

Summary of the members’ attendance is shown in the following table：

Summary of the meeting agenda and result is shown in the following table：

Executive Officer Stock Ownership Guidelines

To further align the executive officers’ interests with the long-term interests of MediaTek’s shareholders and to promote MediaTek’s commitment to sustainable development, MEDIATEK INC. EXECUTIVE OFFICER STOCK OWNERSHIP GUIDELINES have been adopted by the Board in 2022. All MediaTek executive officers shall own a certain amount of MediaTek common shares equivalent to a multiple of their annual base salary for as long as they serve as an executive officer of MediaTek. Executive officers shall meet the guidelines within three years after appointed by Board as an executive officer.

To enhance corporate governance and the strategic guidance function of the Board of Directors, the Mergers and Acquisitions Strategy Committee (“M&A Strategy Committee”) has been established in accordance with Article 27 of the Corporate Governance Best Practice Principles. The responsibilities of this M&A Strategy Committee include conducting strategic evaluations of the Group's mergers and acquisitions projects and reporting to the Board of Directors. To ensure the sustainable operation of the Group, in addition to discussing specific merger and acquisition projects, the overall merger and acquisition strategy of the Group is regularly reviewed in the M&A Strategy Committee. The M&A Strategy Committee examines major global industry investment cases and trends, identifies the risks and opportunities brought about by changes in the external environment, and leverages the diverse expertise of the Directors to facilitate the achievement of the Company's short, medium, and long-term goals, as well as the sustainable development goals.

The establishment of this M&A Strategy Committee will not affect the exercise of the functions and powers of the Company’s Audit Committee. Mergers and acquisitions that should be resolved by the Audit Committee in accordance with relevant laws and regulations should still be reviewed by the Audit Committee in accordance with applicable laws and regulations.

The M&A Strategy Committee consists of four directors. Currently, the members of the M&A Strategy Committee are chairman Ming-Kai Tsai, independent director Peng-Heng Chang, independent director Syaru Shirley Lin and independent director Yao-Wen Chang. Their professional competencies are listed in the following table:

Operation of M&A Strategy Committee

The committee has held one meeting in 2023 in accordance with M&A Strategy Committee Charter. All members of the committee attended the meeting with attendance rate of 100%.

MediaTek has an independent Internal Audit Division that reports directly to the Board of Directors. It aims to assist the Company to achieve its objective by reviewing the adequacy, effectiveness and efficiency of the internal control system.

Regular internal audit works are executed according to the annual audit plan approved by the Board of Directors. The plan is based on the risk assessment result. Special audit works or reviews are conducted as need basis. Deficiencies identified in the internal control system and recommendations for improvements in the audit reports are regularly submitted to, and reviewed by, the Board of Directors. Any significant deviation from the approved audit plan will also communicate to senior management and the Board of Directors through the periodic activity reports.

The Internal Audit Division also examines the annual internal control self-assessment process and results from departments and subsidiaries. The consolidated self-assessment result is provided for the Board of Directors to evaluate the overall efficiency of existing internal control systems before generating an internal control statement.

Mediatek provides the following channels for business conduct violation reporting. Information included in such report and personal information provided by the reporting party shall be kept confidential by Mediatek subject to applicable laws.

Report by phone: (886)-3-6030011, Mediatek chief of internal audit executive (CAE)

Report by email: ethics.reporting@mediatek.com (automatically forwarded to Mediatek CAE)

Report by letter: No.1 dusing 1st Rd., Hsinchu City (Attention Mediatek CAE)