Board of Directors

AVer's Board of Directors consists of eleven eminent professionals in the fields of technology, finance, law and management. Three of them are independent directors: Henry Lin, Chief Financial Officer of Wistron Corporation; David Huang, Chairman of Spirox Corporation; Yao-Ching Hsu, Principal Attorney of Yuan Ching Law Firm. AVer also set up an Audit Committee and Remuneration Committee under the Board.

Committees

• Audit Committee

  The Audit Committee is in accordance with the Securities and Exchange Act, the Company Act and other relevant provisions of laws and regulations to exercise the duties conferred upon it and assist the Board in carrying out its oversight responsibilities. Its oversight responsibilities include: financial reports, the internal control system, obeying relevant laws and regulations, company or potential risk management and control, material assets or derivatives transactions, major funds credit and/or endorsement, raise or issue equity-related securities, the appointment and dismissal/compensation of CPAs, and financial, accounting or internal auditing officers in charge of appointment and removal.

  The Audit Committee is comprised of all three independent directors, one of whom is designated the convener and at least one of whom has expertise in accounting or finance. The Committee shall meet at least once quarterly.

• Remuneration Committee

  The Remuneration Committee is in accordance with the Securities and Exchange Act and related provisions of laws and regulations to exercise its authority. This authority includes referencing industry standards, industry characteristics and the nature of internal business, assisting the Board in assessing the company's overall compensation and benefits policies, and the remuneration of directors and managers.

  The Remuneration Committee should include one of the independent directors, while the remaining members shall be appointed by the Board of Directors. The total number of members must equal or exceed three and one independent director must be elected as the convener. The Committee shall meet at least twice a year.

• Committee members

  Name	Audit Committee	Remuneration Committee
  Henry Lin(Independent Director)	●	●
  David Huang(Independent Director)	●	●
  Yao-Ching Hsu(Independent Director)	●	●

Internal Audit

In accordance with the "Internal Control System" and the "Rules for the Implementation of Internal Audit" internal auditors are responsible for formulating AVer's annual auditing plan. According to the plan, internal auditors examine and assess the implementation of internal control policies and provide recommendations for improvement in order to ensure AVer's internal control system is implemented effectively and sustainably.

In addition, internal auditors review departmental self-assessments to determine the quality of departmental operations and then consolidate the results of these reviews, listing recommendations for improvements. Internal auditors are to provide the Board and President an assessment of the effectiveness of the overall internal control system and issue a statement based on the previous assessment.

The Audit Office is to function as an independent unit under the Board of Directors. The AVer Audit Office currently has two auditors. Besides reporting to the Board during its ordinary meetings, internal auditors also report regularly to the Chairman and the Audit Committee.