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The Diversity of Board of Directors
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The BOD of AUO is composed of senior professionals and academic experts from the industry. All members possess professional competence and extensive industrial or managerial experience. According to its own operational status, business model, and development needs, it conducts regular reviews each year and sets specific diverse management objectives.
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The specific management objectives and achievements of the Company's diversification policy
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Item
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2024 Management Objective
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Achievements in 2024
|
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Composition of Seats
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Independent director seats account for half of all board seats.
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Achieved
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Gender
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Directors of either gender to reach more than 1/3 of the director seats.
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Achieved
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Term of Service /age
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- The independent directors shall not hold office for more than 3 terms. Could be extended to four times after review by the Corporate Governance and Nomination Committee.
- More than half of the independent directors serve no more than three terms.
- Directors shall be under the age of 74 at the time of appointment.
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Achieved
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Concurrently Situation
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- It is advisable that the number of the directors who concurrently serve as the managers of the Company should not exceed one-third of the board seats.
- No independent director may concurrently serve as an independent director of more than three other public companies. (Including our Company, up to 4 companies.
- No Independence Director serve as director(including independence director) or supervisor more than five other TWSE/TPEx listed companies at the same time.
- Non-independent directors may concurrently serve as directors of no more than 5 publicly listed companies (including our Company, up to 6).
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Achieved
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Professional Skills
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Including Technology industry, Technical research, Industrial Innovation, Financial Accounting, Financial investment, Corporate Sustainability, professional capabilities in risk management.
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Achieved
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Participation level
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Director attendance rate is not less than 80%.
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Achieved
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The Company's fulfillment of diversification of members of the BOD in 2024
|
Name
|
Title
|
Gender
|
Age
|
Nationality
|
Term of Office
|
|
Below
3 years
|
3-9 years
|
Exceed 9 years
|
|
Shuang-Lang (Paul) Peng
|
Chairman
|
Male |
60-69
|
ROC
|
?
|
?
|
V
|
|
Frank Ko
|
Director
|
Male |
50-59
|
ROC
|
?
|
V
|
?
|
|
Chuang- Chuang Tsai
|
Director
|
Female
|
70-79
|
ROC
|
V?
|
?
|
?
|
|
Han-Chou (Joe) Huang
|
Director
|
Male |
60-69
|
ROC
|
V?
|
?
|
?
|
|
Chin-Bing (Philip) Peng
|
Independent Director
|
Male |
70-79
|
ROC
|
?
|
?
|
V
|
|
Jang-Lin (John) Chen
|
Independent Director
|
Male |
70-79
|
ROC
|
?
|
V
|
? |
|
Chiu-Ling Lu
|
Independent Director
|
Female
|
60-69
|
ROC
|
V
|
? |
?
|
|
Cathy Han
|
Independent Director
|
Female
|
50-59
|
ROC
|
V
|
?
|
?
|
?
|
?
?
|
Name
|
Title
|
Professional knowledge and skills
|
|
Technology industry
|
Technical research
|
Industrial Innovation
|
Financial Accounting
|
Financial investment
|
Corporate Sustainability
|
Risk Management
|
|
Shuang-Lang (Paul) Peng
|
Chairman
|
V
|
? |
V? |
? |
? |
V
|
V
|
|
Frank Ko
|
Director
|
V
|
V |
V? |
? |
? |
?
|
V
|
|
Chuang- Chuang Tsai
|
Director
|
V
|
V? |
? |
? |
? |
?
|
? |
|
Han-Chou (Joe) Huang
|
Director
|
V
|
? |
V? |
? |
? |
?
|
V |
|
Chin-Bing (Philip) Peng
|
Independent Director
|
V
|
? |
? |
V |
V |
?
|
?
|
|
Jang-Lin (John) Chen
|
Independent Director
|
V
|
V |
V |
? |
? |
?
|
?
|
|
Chiu-Ling Lu
|
Independent Director
|
? |
? |
? |
V? |
V? |
V?
|
?
|
|
Cathy Han
|
Independent Director
|
V
|
? |
? |
V |
V |
V
|
V
|
?
|
?
?
|
Name
|
Title
|
Number of Other Taiwanese Public Companies Concurrently Serving as an Independent Director
|
Employee Position
|
|
Shuang-Lang (Paul) Peng
|
Chairman
|
0
|
V
|
|
Frank Ko
|
Director
|
0?
|
V? |
|
Chuang- Chuang Tsai
|
Director
|
0?
|
? |
|
Han-Chou (Joe) Huang
|
Director
|
0?
|
? |
|
Chin-Bing (Philip) Peng
|
Independent Director
|
1
|
? |
|
Jang-Lin (John) Chen
|
Independent Director
|
0
|
? |
|
Chiu-Ling Lu
|
Independent Director
|
2
|
? |
|
Cathy Han
|
Independent Director
|
2
|
? |
?
|
|
The Major Board Resolutions
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?
?
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Communications between the independent directors, the head of Internal Auditor and the CPAs
|
Communications between the independent directors, the head of Internal Auditor and the CPAs
- Independent directors and accountants meet at least once a quarter for a regular meeting. Accountants report on the results of quarterly financial statement reviews or verifications and other communication requirements required by relevant laws and regulations. Communications will be made on whether there are any significant adjustment entries or legal amendments affecting the accounting situation and they also regularly update laws and ordinances to independent directors every year. Independent directors also conduct independent assessments of the services provided by accountants. If there are major events, a meeting can be convened at any time.
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- The head of internal auditing and independent directors meet at least once a quarter for a regular meeting to report on the company's internal audit execution status, internal control operations and the execution of the Audit Committee Letter. Meetings can be convened at any time if there are major events. The appointment and removal of the company's chief auditor shall be approved by the Audit Committee and resolved by the Board of Directors. The performance of the chief auditor shall be evaluated by each member of the Audit Committee and determined by the Chairman according the Audit Committee’s opinion.
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- Independent directors may communicate separately and respectively with accountants and the head of internal auditor at least once a year. Communication channels are open and function well.
?
The summary of the communications between the independent directors and the CPAs
The major matters of these communications in 2024
|
Date
|
Meeting
|
Key points of communication
|
Communication and opinions of independent directors
|
|
2024/1/30
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Audit Committee
|
The findings of the audits on the Company’s financial statements for 2023.
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After review by the Audit Committee, all independent directors gave their approval without any objections.
|
|
2024/4/29
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Audit Committee
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The findings of the review on the Company’s consolidated financial statements for the period ended March 31, 2024.
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After review by the Audit Committee, all independent directors gave their approval without any objections.
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|
2024/7/30
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Audit Committee
|
The findings of the review on the Company’s consolidated financial statements for the period ended June 30, 2024.
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After review by the Audit Committee, all independent directors gave their approval without any objections.
|
|
2024/10/30
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Audit Committee
(closed door session)
|
Communication between CPAs and the Audit Committee.
|
Noted, and there are no other suggestions.
|
|
2024/10/30
|
Audit Committee
|
The findings of the review on the Company’s consolidated financial statements for the period ended September 30, 2024.
|
After review by the Audit Committee, all independent directors gave their approval without any objections.
|
?
|
?
The summary of the communications between the independent directors and the internal auditors
The major matters of these communications in 2024
|
Date
|
Meeting
|
Key points of communication
|
Communication and opinions of independent directors
|
|
2024/1/30
|
Audit Committee
|
1. The findings of the internal audit reports for the fourth quarter of 2023.
2. 2023 Statement of Internal Control System.
|
After review by the Audit Committee, all independent directors gave their approval without any objections.
|
|
2024/4/29
|
Audit Committee
(closed door session)
|
The findings of the Self-Inspection Execution Report for the second half of 2023.
|
Noted, and there are no other suggestions.
|
|
2024/4/29
|
Audit Committee
|
The findings of the internal audit reports for the first quarter of 2024.
|
After review by the Audit Committee, all independent directors gave their approval without any objections.
|
|
2024/7/30
|
Audit Committee
|
The findings of the internal audit reports for the second quarter of 2024.
|
After review by the Audit Committee, all independent directors gave their approval without any objections.
|
|
2024/10/30
|
Audit Committee
(closed door session)
|
The findings of the Self-Inspection Execution Report for the first half of 2024.
|
Noted, and there are no other suggestions.
|
|
2024/10/30
|
Audit Committee
|
The findings of the internal audit reports for the third quarter of 2024.
|
After review by the Audit Committee, all independent directors gave their approval without any objections.
|
?
|
?
?
|
The operation of the Audit Committee
|
The sixth tenure：From June 17, 2022 to June 16, 2025. The tenure is the same as the tenure of the BOD.
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The major matters of these communications in 2024
|
Date
|
Content of motion
|
Resolutions and member opinions
|
The attendance of the members
|
|
2024/1/30
|
- Recognized the "Statement of Internal Control System".
- Approved the pre-approved non-assurance service policy.
- Approved the 2023 Parent Company Only and Consolidated Financial Statements.
- Approved change of certified public accountant, the 2024 services and fees of CPA.
- Approval for the sale of equipment by the Singapore subsidiary AFPD Pte., Ltd.
- Approval for the disposal of common shares of Qisda Corporation.
?
|
Approved and submitted to the Board of Directors for resolution.
|
All members attend the meeting
|
|
2024/3/11
|
- Approved the 2023 Business Report and 2024 Business Plan.
- Approved the distribution of 2023 earnings.
- Approval for the company's indirect capital increase in Yo-Pei Water Corporation
- Approval the subsidiaries AUO (Slovakia) s.r.o. to lend funds to Behr-Hella Thermocontrol GmbH.
- Approval for the subsidiary AUO (L) Corp. to increase capital in the subsidiary AUO (Slovakia) s.r.o.
- Approval for the company to increase capital in Behr-Hella Thermocontrol GmbH.
- Approval for the subsidiaries AUO (Suzhou) Co., Ltd. and AUO (Xiamen) Co., Ltd. to lend funds to Behr-Hella Thermocontrol (Shanghai) Co., Ltd.
- Approved the pre-approved non-assurance service policy.
|
Approved and submitted to the Board of Directors for resolution.
|
All members attend the meeting
|
|
2024/4/29
|
- Approved the Consolidated Financial Statements for the period ended March 31, 2024.
- Approved the fund loans between subsidiaries, AUO (L) Corp., AUO (Suzhou) Co., Ltd., AUO (Xiamen) Co., Ltd., AUO (Kunshan) Co., Ltd., and BHTC (Shanghai) Co., Ltd. (Behr-Hella Thermocontrol Systems (Shanghai) Co., Ltd.).
- Approval to lend funds to its subsidiary, AUO Digital Technology Service Co., Ltd.
- Approval for the subsidiary BHTC GmbH to lend funds to its subsidiary Behr-Hella Thermocontrol EOOD and to provide guarantees for the bank facility of its subsidiary BHTC Mexico S.A. de C.V.
|
Approved and submitted to the Board of Directors for resolution.
|
All members attend the meeting
|
|
2024/6/6
|
Approval of personnel matters for the managers.
|
Approved and submitted to the Board of Directors for resolution.
|
All members attend the meeting
|
|
2024/7/30
|
- Approved the Consolidated Financial Statements for the period ended June 30, 2024.
- Approval for AUO Display Plus Netherlands B.V. to acquire equity in Avocor Technologies USA, Inc.
- Approval for the company's subsidiary, AUO (Kunshan) Co., Ltd., to purchase real estate.
- Approval to lend funds to its subsidiary, AUO Energy Taiwan Corp.
- Approval for the subsidiary BHTC GmbH to provide guarantees for the bank facility of its subsidiary BHTC Mexico S.A. de C.V.
- Approval for certified public accountants to provide non-audit service items.
?
|
Approved and submitted to the Board of Directors for resolution.
|
All members attend the meeting
|
|
2024/8/27
|
- Approval for the Company to dispose of real property of Tainan Plant.
- Approval for the Company's subsidiary, AUO Energy Taiwan Corp., to dispose of partial real property at the Houli plant.
?
|
Approved and submitted to the Board of Directors for resolution.
|
All members attend the meeting
|
|
2024/10/30
|
- Recognized the case of "2025 Annual Audit Plan".
- Approved the amendment of "Internal Control System".
- Approved the Consolidated Financial Statements for the period ended September 30, 2024.
- Approved the pre-approved non-assurance service policy.
- Approval for the revision of the Audit Committee's organizational regulations.
- Approval that the accounts receivable of the company's subsidiary, Avocor Technologies USA, Inc., from Avocor Limited do not constitute a loan.
- AUO and its subsidiary, KONLY VENTURE CORP., intend to participate in the establishment of Star Shining Energy Holding Co., Ltd. through the conversion of shares of Star Shining Energy Corp.
- Approval for the restructuring of the subsidiaries in North American and purchase of the shares of ComQi on behalf of ADPHQ, a subsidiary of the Company.
- Approval for the disposal of common shares of Darwin Precisions Corporation.
- Approval for the company and its subsidiaries to conduct cash capital increases and/or lend funds to the subsidiaries of the Smart Services Business Group.
- Approval for the Company to cancel treasury shares and reduce capital.
- Approval to appoint independent experts.
|
Approved and submitted to the Board of Directors for resolution.
?
|
All members attend the meeting.
|
|
?2024/11/21
|
?
- Approval for the company to spin off its Smart Mobility Division and transfer it to a wholly-owned subsidiary, along with the spin-off plan.
- Approval for the Company to authorize the relevant subsidiaries to carry out organizational adjustments related to the Smart Mobility business in China.
- Approval for the Company to authorize the relevant subsidiaries to carry out organizational adjustments related to the Smart Mobility business in the United States and Japan.
- Approval to conduct a cash capital increase in BHTC GmbH.
?
|
Approved and submitted to the Board of Directors for resolution.
?
|
All members attend the meeting.
|
|
?
?
|
The operation of the Remuneration Committee
|
The fifth tenure: From June 17, 2022 to June 16, 2025. The tenure is the same as the tenure of BOD.
?
The major matters of these communications in 2024
|
Date
|
Content of motion
|
Resolutions and member opinions
|
The attendance of the members
|
|
2024/3/11
|
- Approved the amendments to “Shareholding Regulations to senior executives ".
- Approved the selection of applicable personnel for the “Measures for the Protection and Conversion of Management Rights ".
- Approved the 2023 Remuneration to directors and senior executives.
?
|
Approved and submitted to the Board of Directors for resolution.
|
All members attend the meeting
|
|
2024/6/6
|
- Approved the personnel case of the senior executive.
|
Approved and submitted to the Board of Directors for resolution.
|
All members attend the meeting
|
|
2024/10/30
|
- Approved the “2025 Senior Executives Remuneration Policy".
|
Approved and submitted to the Board of Directors for resolution.
|
All members attend the meeting
|
|
?
?
|
The operation of the Corporate Governance and Nomination Committee
|
The second tenure: From June 17, 2022 to June 16, 2025. The tenure is the same as the tenure of BOD.
?
The major matters of these communications in 2024
|
Date
|
Content of motion
|
Resolutions and member opinions
|
The attendance of the members
|
|
2024/1/30
|
Reporting items
- Corporate Governance Blueprint and Annual Calendar Report, and Director Training Program Report.
- Internal performance evaluation report of the Board of Directors, individual Board members and functional committees in the Republic of 2023.
- Director Concurrent Positions and Independence status report of independent directors.
|
Noted and no other suggestions.
|
All members attend the meeting
|
|
Discussion items
- Approval of the amendment to the "Risk Management Policies and Procedures".
- Approval of the Revisions to the Number, Composition, and Diversity Policy of the Members of the Board of Directors and Functional Committees for 2023.
- Approval of the Recommended List of Members for the Company's Compensation Committee.
|
Passed as proposed and submitted to the board of directors for resolution.
|
All members attend the meeting
|
|
2024/3/11
|
Discussion items
None.
|
Passed as proposed and submitted to the board of directors for resolution.
|
All members attend the meeting
|
|
Discussion items
- Approval of the amendment to the Organization Regulations of the Corporate Governance Committee.
- Approval of the Organization Regulations of the Sustainability and Risk Management Committee and the Recommended List of First-Term Members.
|
Passed as proposed and submitted to the board of directors for resolution. |
All members attend the meeting |
|
2024/10/31
|
Reporting items
- Self-Assessment Results of the Corporate Governance Evaluation for 2024.
- Report on the Schedule for Performance Evaluation of the Board of Directors and Each Committee.
- Report on the Annual Review Status of the Committee's Organization Regulations.
|
Noted and no other suggestions.
|
All members attend the meeting
|
|
Discussion items
Approval of the amendment to the Organization Regulations of the Functional Committees.
|
Passed as proposed and submitted to the board of directors for resolution.
|
All members attend the meeting
|
|
?
|
The operation of the Sustainability & ERM Committee
|
The first tenure: From March 11, 2024 to June 16, 2025. The tenure is the same as the tenure of BOD.
?
The major matters of these communications in 2024
|
Date
|
Content of motion
|
Resolutions and member opinions
|
The attendance of the members
|
|
2024/5/29
|
- Routine reporting
- Report on the progress of various projects such as DJSI progress, sustainable material policy, Ministry of Economic Affairs' Big Supporting Small project, SBTi target, explanation of the 2023 sustainability report, etc
|
Noted
|
All members attend the meeting
|
|
?
2024/11/21
|
- Routine reporting
- "Results of DJSI 2024, the Ministry of Economic Affairs' results of the 'large drives small' conference, current status of AUO's carbon credits, global ESG disclosure requirements, AUO's TNFD, 2030 EPS targets, and the three-year risk management plan."
|
Noted
|
All members attend the meeting
?
|
- Approved the preparation and compilation of AUO's 2024 Sustainability Report.
- Approved the review of the verification agency for AUO's 2025 sustainability data.
- Approved the results of significant topic identification and the establishment of goals.
|
Approved
|
|
?