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The Diversity of Board of Directors
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Pursuant to the Company's "Corporate Governance Principles," the composition of the Board of Directors should take into consideration the policy of diversity and appropriate diversification guidelines have been established based on Company operations, its business model, and development requirements
The Company’s management objectives and the goals achieved regarding the diversity policy are listed below:
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Gategory
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Management Objectives
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Goals Achieved
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BOD composition
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8 directors, including 4 directors and 4 independent directors
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Achieved
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Tenure of Service
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- The consecutive term of independent directors is three, and the consecutive term shall be extended to four at most only if approved by the Corporate Governance and Nomination Committee
- The term of more than half of the independent directors shall not exceed three
- The age of directors at the time of election shall not more than 74 years old
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Achieved
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Gender
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At least two seats of Directors are females
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Achieved
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Concurrent position
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Achieved
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Diversified professional capabilities
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Including technology industry, technology research and development, industrial innovation, financial accounting, financial investment, corporate sustainability, risk management |
Achieved
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The Company's fulfillment of diversification of members of the Board of Directors in 2023 is as follows:
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Name
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Title
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Gender
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Age
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Seniority of the Independent Director
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Below 3 years
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3~9 years
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Exceed
9 years
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Shuang-Lang (Paul) Peng
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Chairman
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Mr.
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65
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Frank Ko, Representative of AUO Foundation
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Director
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Mr.
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51
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Han-Chou (Joe) Huang, Representative of Qisda Corporation
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Director
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Mr.
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61
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Chuang-Chuang Tsai, Representative of Ming Hua Investment Company Limited
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Director
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Ms.
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73
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Chin-Bing (Philip) Peng
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Independent Director
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Mr.
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70
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V
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Jang-Lin (John) Chen
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Independent Director
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Mr.
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70
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V
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Chiu-ling Lu
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Independent Director
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Ms.
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60
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V
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Cathy Han
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Independent Director
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Ms.
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59
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V
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Name
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Title
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Professional Knowledge and Skills
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Technology Industry
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Technology Research and Development
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Industrial Innovation
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Shuang-Lang (Paul) Peng
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Chairman
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V
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V
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Frank Ko
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Director
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V
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V |
V
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Chuang- Chuang Tsai,
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Director
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V
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V |
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Han-Chou (Joe) Huang,
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Director
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V
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V
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Chin-Bing (Philip) Peng
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Independent Director
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V
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Jang-Lin (John) Chen
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Independent Director
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V
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V
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V
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Chiu-ling Lu
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Independent Director
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Cathy Han
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Independent Director
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V
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Name
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Title
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Professional Knowledge and Skills
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Financial Accounting
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Financial Investment
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Corporate Sustainability
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Risk Management
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Shuang-Lang (Paul) Peng
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Chairman
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V
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V
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Frank Ko
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Director
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V
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Chuang- Chuang Tsai,
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Director
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Han-Chou (Joe) Huang,
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Director
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V
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Chin-Bing (Philip) Peng
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Independent Director
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V
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V
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Jang-Lin (John) Chen
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Independent Director
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Chiu-ling Lu
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Independent Director
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V
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V
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V
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Cathy Han
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Independent Director
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V
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V
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V
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V
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| Name |
Title |
Employee Position
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Independent directors concurrently serve as independent directors in other domestic public companies
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Independent directors serve as directors or supervisors in other listed or OTC companies
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Shuang-Lang (Paul) Peng
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Chairman
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V
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Frank Ko
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Director |
V |
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Han-Chou (Joe) Huang
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Director |
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Chuang- Chuang Tsai
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Director |
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Yen-Hsueh Su
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Independent Director |
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2 |
3 |
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Chin-Bing (Philip) Peng
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Independent Director |
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1 |
3 |
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Jang-Lin (John) Chen
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Independent Director |
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0 |
0 |
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Chiu-ling Lu
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Independent Director |
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1 |
1 |
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Cathy Han
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Independent Director |
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3 |
3 |
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The Major Board Resolutions
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Communications between independent directors/ internal auditors / independent auditors
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A. The channels of the communications between the independent directors, the internal auditors, and the independent auditors
a. 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.
b. 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.
c.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.
B. The major matters of the communications between the independent directors and the independent auditors
The communication between the Audit Committee and the independent auditors works well. The major matters of these communications in 2023 are as follows:
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Date
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Meetings
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Descriptions of the major matters
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Communication status and implementation results
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2023/02/07
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Audit Committee
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The findings of the audits on the Company’s financial results for FY 2022
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After review by the Audit Committee, all independent directors have no objections
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2023/04/26
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Audit Committee |
The findings of the review on the Company’s financial results for the three months ending on March 31, 2023
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After review by the Audit Committee, all independent directors have no objections
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| 2023/07/25 |
Audit Committee
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The findings of the review on the Company’s financial results for the six months ending on June 30, 2023 |
After review by the Audit Committee, all independent directors have no objections |
| 2023/10/30 |
Audit Committee
(separate meeting)* |
Report on communication between the independent auditors and those charged with governance |
Noted and no other suggestions |
| 2023/10/30 |
Audit Committee |
The findings of the review on the Company’s financial results for the nine months ending on September 30, 2023 |
After review by the Audit Committee, all independent directors have no objections |
* No attendance of any non-independent director or executive.
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Meeting Date
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Descriptions of the major matters
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Communication status and implementation results
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2021/02/03
Audit Committee
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The findings of the audits on the Company’s financial results for FY 2020
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After review by the Audit Committee, all independent directors have no objections. |
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2021/04/28
Audit Committee
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The findings of the review on the Company’s financial results for the three months ending on March 31, 2021
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2021/07/28
Audit Committee
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The findings of the review on the Company’s financial results for the six months ending on June 30, 2021
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2021/10/27
Audit Committee
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The findings of the review on the Company’s financial results for the nine months ending on September 30, 2021
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2021/11/16 Meeting
(separate meeting)
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2021 annual regulatory update and critical issue with AUO Audit committee
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Noted and no other suggestions
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C. The major matters of the communications between the independent directors and the internal auditors
The communication between the Audit Committee and the internal auditors works well. The major matters of these communications in 2023 are as follows:
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Date
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Meeting
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Descriptions of the Major Matters
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Communication status and implementation results
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2023/02/07
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Audit Committee
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- The findings of the internal audit reports for the fourth quarter of 2022
- Statement of Internal Control System for FY 2022
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After review by the Audit Committee, all independent directors have no objections
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| 2023/04/26 |
Audit Committee |
- The findings of the internal audit reports for the first quarter of 2023
- Self-assessment of internal control for the second half year of 2022
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After review by the Audit Committee, all independent directors have no objections |
| 2023/07/25 |
Audit Committee |
The findings of the internal audit reports for the second quarter of 2023 |
After review by the Audit Committee, all independent directors have no objections |
| 2023/10/30 |
Audit Committee
(separate meeting)* |
Self-assessment of internal control for the first half year of 2023 |
Noted and no other suggestions |
| 2023/10/30 |
Audit Committee
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The findings of the internal audit reports for the third quarter of 2023 |
After review by the Audit Committee, all independent directors have no objections |
| 2022/10/25 |
Audit Committee |
The findings of the internal audit reports for the third quarter of 2022 |
After review by the Audit Committee, all independent directors have no objections |
* No attendance of any non-independent director or executive.
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1 The Company received the report and suspected that employees involved in abnormal transactions which caused the company losses after preliminary investigation in September 2020. Upon discovering employees’ misconduct, the Company immediately conducted an internal investigation and then notified and fully cooperated with the Investigation Bureau and the Prosecutor’s Office in the investigation of the matter. After the Investigative Committee for Major Infringements identified, the Company dismissed two employees involved in the case in November 2020 and reported to the Audit Committee on 2020/11/17.
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Date of meeting, agenda, resolutions of Remuneration Committee
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Meeting Date
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Agenda
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Resolutions and opinions of all members
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2023/2/7
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1. Approved the amendments to "Compensation Policy to the Directors and Functional Committee Members".
2.The selection of applicable personnel for the "Measures for the Protection and Conversion of Management Rights"
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Approved as proposed and reported to the Board of Directors for resolution.
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2023/2/23
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1.Approved "Executive Stock Ownership Guidelines"
2.Approved the 2022 Compensation to Directors and Senior Managerial Officers
3.The list of treasury stocks' receiving managers and the number of distribution (subscription).
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2023/4/26
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1.Approved the amendments to "Approval authority of senior managerial officers' compensation"
2.Approved the amendments to " Measures for the Protection and Conversion of Management Rights" and the selection of applicable personnel
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2023/7/25
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1.Approved the 2024 Manager Remuneration Policy
2. Approved the personnel proposal for executive
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The annual operation situation of the Corporate Governance and Nomination Committee
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Corporate Governance and Nomination Committee Date
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Content of motion
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Resolution results and opinions of all members
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Handling of the Opinions of the Corporate Governance and Nomination Committee
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| 2023/02/08 |
Report items
- Corporate Governance Blueprint and Annual Calendar Report.
- Internal performance evaluation report of the Board of Directors, individual Board members and functional committees in the Republic of 2022
- Independence status report of independent directors
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Noted and no other suggestions |
Noted |
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Discussion items
- Approval of the amendment to the “Organizational Charter for Corporation Governance Committee”
- Approval of the amendment to the “Corporate Governance Principles”
- Approval of the amendment of the "Director Performance Evaluation Questionnaire"
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Passed as proposed and submitted to the board of directors for resolution |
The board of directors approves all resolutions based on the recommendations of the Corporate Governance and Nomination Committee |
| 2023/2/23 |
Discussion items
- Approval of the senior manager personnel case
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Noted and no other suggestions |
The board of directors approves all resolutions based on the recommendations of the Corporate Governance and Nomination Committee |
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2023/7/25
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Reporting items
- Risk management report
- MSCI ESG Rating
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Noted and no other suggestions
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Noted
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| 2023/10/15 |
Discussion items
- Related legal compliance and response measures cases
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Passed as proposed and submitted to the board of directors for resolution |
The board of directors approves all resolutions based on the recommendations of the Corporate Governance and Nomination Committee |
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