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 respective independence and performance.
3. Effective implementation of the Company’s internal controls.
4. The Company’s compliance with laws and regulations.
5. The risk management of the Company.

The Audit Committee shall proceed in accordance with the Company’s Articles of Incorporation, Audit Committee Charter and the applicable laws and regulations; and shall convene meeting at least once every quarter. 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 conclude the compensation of directors, supervisors, and managers.

The Compensation Committee shall proceed in accordance with the Company’s Articles of Incorporation, Compensation Committee Charter and applicable laws and regulations; and shall convene meeting at least twice every year. Please refer to the Company’s 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 of senior executives.
4. Other matters delegated to the Nomination Committee by the resolution of the Board of Directors.

The Nomination Committee shall proceed in accordance with the Company’s Articles of Incorporation, Nomination Committee Charter and applicable laws and regulations; and shall convene meeting at least twice every year. Please refer to the Company’s Annual Reports for details.

Sustainability Development Committee
The Sustainability Development Committee of the Company is comprised of the Chairman and four other directors (including one director, and three independent directors), and is responsible for the following matters：
1. Recommends the Company’s sustainability development policies, annual plans, and strategies.
2. Reviews and monitors the implementation and effectiveness of the sustainability development annual plans approved by the Board of Directors.

The Sustainable Development Committee shall proceed in accordance with the Company’s Articles of Incorporation, the Organizational Charter of the Sustainability Development Committee and applicable laws and regulations; and shall convene meeting at least once every year. Please refer to the Market Observation Post System (MOPS) for details.

Functional Committee Members