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Governance Structure

ESG Committee

For the long-term sustainability of the company, OMNIVISION has established an Environmental, Social and Governance Committee under the Board of Directors (abbreviated “ESG Committee”). The ESG Committee conducts research and proposes recommendations on the company’s policies and practices. The establishment of the ESG Committee is aligned with the vision of OMNIVISION and will help the company to integrate ESG-related work into its strategic decisions, enhance the effectiveness of ESG management and lay a solid foundation for sustainable development.

The ESG Committee has four working groups, covering environment, product, employee and corporate governance, which serve to strive for the company’s sustainability objectives. The working groups integrate the resources of relevant departments, report regularly to the Board and prepare the annual ESG Report to ensure that all material issues are identified and well managed.

Diversified Governance

OMNIVISION believes that a diverse governance structure benefits the company’s business operations and considers diversity within that governance structure a key element necessary to maintain the it’s long-term competitiveness and promote sustainable growth. The company has formulated the Board Diversity Policy, and the Nomination Committee selects Board members based on a range of diversity categories, taking into account the company’s business model and specific needs, including but not limited to gender, age, ethnicity, language, cultural background, educational background, industry experience or professional skills. The company has designed appropriate procedures to develop board members with broader backgrounds, more diverse experience and skills.

Performance and Remuneration

To continuously promote the sustainability of OMNIVISION, the company has formulated the “Management Measures for Remuneration and Performance of Senior Managers”, which links the performance appraisal of executive directors, including senior managers, with business performance, compliance management, and environmental and social responsibilities. The environmental and social performance includes, but is not limited to, contributions in energy conservation and emission reduction, talent attraction and retention, sustainable supply chain, business ethics, product innovation and R&D.

To further regulate the remuneration incentive policy for senior executives of OMNIVISION, and to prevent unethical business practices and violations of law, the company has formulated the “Management Measures for Remuneration and Performance of Senior Managers” to reasonably manage remuneration risks.