Silicon Motion is committed to principles of corporate governance and policies that help ensure that our company is managed with accountability, integrity and transparency, in the best interests of our stakeholders, including our shareholders, customers, suppliers, employees and the communities in which we operate. Our board of directors sets high standards for our employees, officers and directors and it is the duty of the board to serve as a prudent fiduciary of our shareholders and to oversee the management of our business. All of our executive officers are appointed by and serve at the discretion of our board of directors
We have a board of nine directors lead by our Chairman. The roles of Chairman and Chief Executive Officer are held by separate individuals. This clear separation of management authority from board authority empowers the Chairman and CEO to pursue their respective duties independently and we believe this arrangement best serves our shareholders and other stakeholders.
We maintain a majority-independent board with audit, compensation and nominating and corporate governance committees comprised entirely of independent directors. Of our nine board directors, two are executive directors, one is a non-independent non-executive director and six are independent directors. Directors are elected to serve a term of three years, and other than our Chairman and CEO, two directors are subject to re-appointment every year. The board selects experienced and dedicated individuals with a diversity of backgrounds, perspectives and skills, including in areas relating to management, finance and technology.
Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee.
The audit committee is responsible for reviewing the financial information that will be provided to shareholders and others, reviewing the systems of internal controls that management and the board of directors have established, appointing, retaining and overseeing the performance of the independent registered public accounting firm, overseeing our accounting and financial reporting processes and the audits of our financial statements, and pre-approving audit and permissible non-audit services provided by the independent registered public accounting firm. Mr. Tsung-Ming Chung, Ms. Lien-Chun Liu, and Mr. Yung-Chien Wang are members of our audit committee. Our board of directors has determined that Mr. Tsung-Ming Chung, the Chairman of the audit committee, is the committee's Financial Expert as required by Nasdaq and SEC rules.
The compensation committee's basic responsibility is to review the performance and development of management in achieving corporate goals and objectives and to assure that our senior executives are compensated effectively in a manner consistent with our strategy, competitive practice, and the requirements of the appropriate regulatory bodies. Toward that end, this committee oversees, reviews, and administers all of our compensation, equity, and employee benefit plans and programs. Mr. Steve Chen, Ms. Lien-Chun Liu and Mr. Yung-Chien Wang are members of our compensation committee, with Mr. Chen serving as the Chairman of the committee.
The nominating and corporate governance committee is responsible for overseeing, reviewing and making periodic recommendations concerning our corporate governance policies, and for recommending to the full board of directors candidates for election to the board of directors. Ms. Lien-Chun Liu, Mr. Yung-Chien Wang, and Mr. Steve Chen are members of our nominating and corporate governance committee, with Ms. Liu serving as the Chairman of the committee.
Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
|Name||Audit Committee||Compensation Committee||Nominating and Corporate Governance Committee|
|Wallace C. Kou|
|Han-Ping D. Shieh|
|Kenneth Kuan-Ming Lin|
|Board Diversity Matrix (As of December 23, 2022)|
|Country of Principal Executive Offices||Hong Kong|
|Foreign Private Issuer||Yes|
|Disclosure Prohibited Under Home Country Law||No|
|Total Number of Directors||9|
|Part I: Gender Identity|
|Part II: Demographic Background||
|Underrepresented Individual in Home Country Jurisdiction||-|
|Did Not Disclose Demographic Background||-|