Corporate accountability, integrity and transparency

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

Board composition and leadership

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.