Macronix International Co., Ltd.
Functional Committees of the Board of Directors

Audit Committee
The Audit Committee of the Company is comprised of all independent directors, and is responsible for the following matters：
1. Disclosure of the Company’s financial statements.
2. Appointment or dismissal of the Company’s certificated public accountants, and the evaluation of their independence and performance.
3. Effective implementation of the Company’s internal controls.
4. Company’s compliance with laws and regulations.
5. Company’s risk management.

The Audit Committee convenes meetings at least once a quarter and pursuant to the Company’s Articles of Incorporation, Audit Committee Charter and applicable laws and regulations. Please refer to the Company’s Annual Reports for details.

Compensation Committee
The Compensation Committee of the Company is comprised of three independent directors, and is responsible for the following matters:
1. Establish and regularly review policies, systems, standards, and structures for the performance assessment and compensation of directors, supervisors, and managers.
2. Assess and determine the compensation of directors, supervisors, and managers.

The Compensation Committee convenes meetings at least twice a year and is govern by the Company’s Articles of Incorporation, Compensation Committee Charter and applicable laws and regulations. Please refer to the Company’s past Annual Reports for details.

Nomination Committee
The Nomination Committee is comprised of the Chairman and two independent directors, and is responsible for the following matters:
1. Establish the standards of professional knowledge, skills, experience, gender diversity, and independence required for directors and senior executives, and use these standards to identify, review, and nominate candidates for directors and senior executives.
2. Enhance the structure of the Board of Directors and its subcommittees, evaluate the performance of the Board of Director, its subcommittee, director and manager, and assess the independence of the independent directors.
3. Formulate and periodically review the training programs for directors and the succession plans for senior executives.
4. Handle other matters delegated to the Nomination Committee by resolution of the Board of Directors.

The Nomination Committee convenes meetings at least twice a year and is governed by the Company’s Articles of Incorporation, Nomination Committee Charter and applicable laws and regulations. Please refer to the Company’s Annual Reports for details.

Functional Committee Members