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Board of Directors & Committee
open The Eighth Term of Board of Directors

The Eighth Term of Board of Directors
Tenor: June 16, 2016 to June 15, 2019

Name Position Education & Experience Major Current Positions
Shuang-Lang (Paul) Peng Chairman

- M.B.A., Heriot-Watt University, U.K.
- President, AU Optronics Corp.
- Director, Qisda Corp.

- Chairman and Chief Executive Officer, AU Optronics Corp.

Kuen-Yao (K.Y.) Lee Director

- M.B.A., International Institute for Management Development, Switzerland 
- Chairman, AU Optronics Corp.
- Chairman, Qisda Corp.

- Director, AU Optronics Corp.
- Chairman, Qisda Corp.
- Director, Darfon Electronics   Corp.
- Director, BenQ Materials  Corp.

Kuo-Hsin (Michael) Tsai, Representative of BenQ Foundation Director

- Executive M.B.A., National Chiao Tung University
- Senior Vice President and the General Manager of Video Solutions Business Group, AU Optronics Corp.

- President and Chief Operation Officer, AU Optronics Corp.
Peter Chen, Representative of Qisda Corporation Director

- Technology Management Program, National Chengchi University
- EMBA, Thunderbird, The American Graduate School of International Management
- B.S., Electrical Engineering, National Cheng Kung University
- Executive Vice President of Technology Product Center, BenQ Corp.

- Director and President, Qisda Corp.
- Director, Darfon Electronics Corp.
- Director, BenQ Materials Corp.
- Chairman, BenQ Medical Technology Corporation
- Chairman, Partner Tech Corp.
- Director, Crystalvue Medical Corporation

Vivien Huey-Juan Hsieh Independent Director

- Ph.D., Finance, University of Houston, U.S.A.
- President, Co-Operative Asset Management Corp.
- President, China Development Asset Management Corp.
- Investment Vice President, China Development Industrial Bank

- Independent Director and member of Remuneration Committee, AU Optronics Corp.
Mei-Yueh Ho Independent Director

- B.S., Agricultural Chemistry, National Taiwan University
- Minister, Ministry of Economic Affairs, R.O.C.
- Council Minister, Council for Economic Planning and Development, R.O.C.

- Independent Director, AU Optronics Corp.
- Independent Director and member of Remuneration Committee, Bank of Kaohsiung, Ltd.
- Independent Director and member of Remuneration Committee, Kinpo Electronics, Inc.
- Independent Director, Advanced Semiconductor Engineering, Inc.
- Independent Director and member of Remuneration Committee, Ausnutria Dairy Corporation Ltd.

Ding-Yuan Yang Independent Director

- Ph.D., Electrical Engineering, Princeton University, U.S.A.
- Master of Management Science (Sloan program), Stanford University, U.S.A.
- Deputy Director, Electronic Research & Service Organization (ERSO), Industrial Technology Research Institute (ITRI)
- Vice Chairman and President, Windbond Electronics Corp.

- Independent Director and member of Remuneration Committee, AU Optronics Corp.
- Chairman, UniSVR Global Information Technology Corp.

Yen-Shiang Shih Independent Director

- Ph.D., Chemistry, Massachusetts Institute of Technology, U.S.A.
- Chief of Chemical Engineering, National Taiwan University of Science and Technology
- Professor of Chemical Engineering, National Taiwan University of Science and Technology
- Director General, Small and Medium Enterprise Administration, Ministry of Economic Affairs, R.O.C.
- Director General, Taiwan Tobacco & Wine Bureau
- Director General, Industrial Development Bureau, Ministry of Economic Affairs, R.O.C.
- Vice Minister, Ministry of Economic Affairs, R.O.C.
- Deputy Minister, Ministry of Economic Affairs, R.O.C.
- Chairman, CPC Corporation, Taiwan
- Minister, Ministry of Economic Affairs, R.O.C.
- National Policy Advisors, Office of the President, R.O.C.

- Chair Professor, Chung Yuan Christian University
- Chairman, Sinotech Engineering Consultants, Inc.
- Director, Taiwan Institute of Economic Research
- Honorary Advisor, Commerce Development Research Institute
- Council Minister and the Convener of the Group of Energy, Petroleum & Chemical, and Accouterments, Cross-Strait CEO Summit
- Independent Director, Standard Chartered Bank (Taiwan) Limited

Chin-Bing (Philip) Peng Independent Director

- M.B.A., National Chengchi University
- Senior Vice President and CFO, ACER Incorporated
- Director and President, iD SoftCapital Inc.

- Independent Director and member of Remuneration Committee, AU Optronics Corp.
- Director, ACER Incorporated
- Director, Wistron NeWeb Corporation
- Director, AOPEN Inc.
- Director, Wistron Information Technology & Services Corporation

open The Fourth Term of Audit Committee
The Fourth Term of Audit Committee
Tenor: June 16, 2016 to June 15, 2019
Name Position Education & Experience Major Current Positions
Vivien Huey-Juan Hsieh
(Independent Director)
Convener

- Ph.D., Finance, University of Houston, U.S.A.
- President, Co-Operative Asset Management Corp.
- President, China Development Asset Management Corp.
- Investment Vice President, China Development Industrial Bank

- Independent Director and member of Remuneration Committee, AU Optronics Corp.

Mei-Yueh Ho
(Independent Director)
Member

- B.S., Agricultural Chemistry, National Taiwan University
- Minister, Ministry of Economic Affairs, R.O.C.
- Council Minister, Council for Economic Planning and Development, R.O.C.

- Independent Director, AU Optronics Corp.
- Independent Director and member of Remuneration Committee, Bank of Kaohsiung, Ltd.
- Independent Director and member of Remuneration Committee, Kinpo Electronics, Inc.
- Independent Director, Advanced Semiconductor Engineering, Inc.
- Independent Director and member of Remuneration Committee, Ausnutria Dairy Corporation Ltd.

Ding-Yuan Yang
(Independent Director)
Member

- Ph.D., Electrical Engineering, Princeton University, U.S.A.
- Master of Management Science (Sloan program), Stanford University, U.S.A.
- Deputy Director, Electronic Research & Service Organization (ERSO), Industrial Technology Research Institute (ITRI)
- Vice Chairman and President, Windbond Electronics Corp.

- Independent Director and member of Remuneration Committee, AU Optronics Corp.
- Chairman, UniSVR Global Information Technology Corp.

Yen-Shiang Shih(Independent Director) Member

- Ph.D., Chemistry, Massachusetts Institute of Technology, U.S.A.
- Chief of Chemical Engineering, National Taiwan University of Science and Technology
- Professor of Chemical Engineering, National Taiwan University of Science and Technology
- Director General, Small and Medium Enterprise Administration, Ministry of Economic Affairs, R.O.C.
- Director General, Taiwan Tobacco & Wine Bureau
- Director General, Industrial Development Bureau, Ministry of Economic Affairs, R.O.C.
- Vice Minister, Ministry of Economic Affairs, R.O.C.
- Deputy Minister, Ministry of Economic Affairs, R.O.C.
- Chairman, CPC Corporation, Taiwan
- Minister, Ministry of Economic Affairs, R.O.C.
- National Policy Advisors, Office of the President, R.O.C.

- Chair Professor, Chung Yuan Christian University
- Chairman, Sinotech Engineering Consultants, Inc.
- Director, Taiwan Institute of Economic Research
- Honorary Advisor, Commerce Development Research Institute
- Council Minister and the Convener of the Group of Energy, Petroleum & Chemical, and Accouterments, Cross-Strait CEO Summit

- Independent Director, Standard Chartered Bank (Taiwan) Limited
Chin Bing (Philip) Peng
(Independent Director)
Member - M.B.A., National Chengchi University
- Senior Vice President and CFO, ACER Incorporated
- Director and President, iD SoftCapital Inc.
- Independent Director and member of Remuneration Committee, AU Optronics Corp.
- Director, ACER Incorporated
- Director, Wistron NeWeb Corporation
- Director, AOPEN Inc.
- Director, Wistron Information Technology & Services Corporation
open The Third Term of Remuneration Committee

The Third Term of Remuneration Committee
Tenor: June 16, 2016 to June 15, 2019

Name Position Education & Experience Major Current Positions
Chin-Bing (Philip) Peng
(Independent Director)
Convener

- M.B.A., National Chengchi University
- Senior Vice President and CFO, ACER Incorporated
- Director and President, iD SoftCapital Inc.

- Independent Director and member of Remuneration Committee, AU Optronics Corp.
- Director, ACER Incorporated
- Director, Wistron NeWeb Corporation
- Director, AOPEN Inc.
- Director, Wistron Information Technology & Services Corporation

Vivien Huey-Juan Hsieh
(Independent Director)
Member

- Ph.D., Finance, University of Houston, U.S.A.
- President, Co-Operative Asset Management Corp.
- President, China Development Asset Management Corp.
- Investment Vice President, China Development Industrial Bank

- Independent Director and member of Remuneration Committee, AU Optronics Corp.
Ding-Yuan Yang
(Independent Director)
Member

- Ph.D., Electrical Engineering, Princeton University, U.S.A.
- Master of Management Science (Sloan program), Stanford University, U.S.A.
- Deputy Director, Electronic Research & Service Organization (ERSO), Industrial Technology Research Institute (ITRI)
- Vice Chairman and President, Windbond Electronics Corp.

- Independent Director and member of Remuneration Committee, AU Optronics Corp.
- Chairman, UniSVR Global Information Technology Corp.

 

open Election of Directors

Election of Directors

Method of Directors (Including Independent Directors) Election:
According to AUO's Articles of Incorporation, directors (including independent directors) shall be elected pursuant to the Candidate Nomination System. The professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations of the ROC Company Act and Securities and Exchange Act.


Process of Directors (Including Independent Directors) Election:
Prior to the expiration of the tenure of AUO's 7th Board of Directors, the Board of Directors resolved, according to AUO's Articles of Incorporation, that nine(9) directors be reelected (including five(5) independent directors) at AUO's 2016 Annual General Shareholders' Meeting. The Board of Directors also approved the Submission Period for the nomination of director candidates is from April 1, 2016 to April 11, 2016.
According to the Article 192-1 of the ROC Company Act, AUO announced on March 11, 2016 the period for accepting the nomination of director candidates, the number of directors to be elected, the place designated for accepting the roster of director nominees, and other necessary matters. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for directors in writing, provided that the total number of director nominees shall not exceed the number of the directors to be elected. Any shareholder qualified to so nominate may submit to the Company the name(s) of the director nominee(s), and shall send, during the nomination time period from April 1 to April 11, 2016, the name, education background and past work experience of the nominee(s), a letter signed by each nominee consenting to act as director if elected, a written statement issued by each nominee assuring that he/she is not prohibited from so acting under any of the circumstances set forth in Article 30 of the ROC Company Act, and other relevant documents signed and provided by each nominee to AUO via registered post sent to the following address: No. 1, Li-Hsin Road 2, Hsinchu Science Park, Hsin-Chu, Taiwan, ROC.

During the above submission period, AUO received one proposal from the Board of Director of AUO to nominate nine(9) candidates, Mr. Shuang-Lang (Paul) Peng, Mr. Kuen-Yao (K.Y.) Lee, Mr. Kuo-Hsin (Michael) Tsai (Representative of BenQ Foundation), Mr. Peter Chen (Representative of Qisda Corporation), Ms. Vivien Huey-Juan Hsieh (independent director), Ms. Mei-Yueh Ho (independent director), Mr. Ding-Yuan Yang (independent director), Mr. Yen-Shiang Shih (independent director) and Mr. Chin-Bing (Philip) Peng (independent director). According to Article 192-1 of the ROC Company Act, on March 10, 2016 and April 11, 2016, the Board of Directors approved to appoint the above nominated candidates to stand for election at AUO's 2016 Annual General Shareholders' Meeting.

The names, academic backgrounds and experiences of the nominated directors candidates are listed below:

Name Education & Experience Major Current Positions
(Independent Director)
Vivien Huey-Juan Hsieh

- Ph.D., Finance, University of Houston, U.S.A.
- President, Co-Operative Asset Management Corp.
- President, China Development Asset Management Corp.
- Investment Vice President, China Development Industrial Bank

- Independent Director and member of Remuneration Committee, AU Optronics Corp.

(Independent Director)
Mei-Yueh Ho

- B.S., Agricultural Chemistry, National Taiwan University
- Minister, Ministry of Economic Affairs, R.O.C.
- Council Minister, Council for Economic Planning and Development, R.O.C.

- Independent Director, AU Optronics Corp.
- Independent Director and member of Remuneration Committee, Bank of Kaohsiung, Ltd.
- Independent Director and member of Remuneration Committee, Kinpo Electronics, Inc.
- Independent Director, Advanced Semiconductor Engineering, Inc.
- Independent Director and member of Remuneration Committee, Ausnutria Dairy Corporation Ltd.

(Independent Director)
Ding-Yuan Yang

- Ph.D., Electrical Engineering, Princeton University, U.S.A.
- Master of Management Science (Sloan program), Stanford University, U.S.A.
- Deputy Director, Electronic Research & Service Organization (ERSO), Industrial Technology Research Institute (ITRI)
- Vice Chairman and President, Windbond Electronics Corp.

- Independent Director and member of Remuneration Committee, AU Optronics Corp.
- Chairman, UniSVR Global Information Technology Corp.

(Independent Director)
Yen-Shiang Shih

- Ph.D., Chemistry, Massachusetts Institute of Technology, U.S.A.
- Chief of Chemical Engineering, National Taiwan University of Science and Technology
- Professor of Chemical Engineering, National Taiwan University of Science and Technology
- Director General, Small and Medium Enterprise Administration, Ministry of Economic Affairs, R.O.C.
- Director General, Taiwan Tobacco & Wine Bureau
- Director General, Industrial Development Bureau, Ministry of Economic Affairs, R.O.C.
- Vice Minister, Ministry of Economic Affairs, R.O.C.
- Deputy Minister, Ministry of Economic Affairs, R.O.C.
- Chairman, CPC Corporation, Taiwan
- Minister, Ministry of Economic Affairs, R.O.C.
- National Policy Advisors, Office of the President, R.O.C.

- Chair Professor, Chung Yuan Christian University
- Chairman, Sinotech Engineering Consultants, Inc.
- Director, Taiwan Institute of Economic Research
- Honorary Advisor, Commerce Development Research Institute
- Council Minister and the Convener of the Group of Energy, Petroleum & Chemical, and Accouterments, Cross-Strait CEO Summit
- Independent Director, Standard Chartered Bank (Taiwan) Limited

(Independent Director)
Chin-Bing (Philip) Peng

- M.B.A., National Chengchi University
- Senior Vice President and CFO, ACER Incorporated
- Director and President, iD SoftCapital Inc.

- Independent Director and member of Remuneration Committee, AU Optronics Corp.
- Director, ACER Incorporated
- Director, Wistron NeWeb Corporation
- Director, AOPEN Inc.
- Director, Wistron Information Technology & Services Corporation

Shuang-Lang (Paul) Peng

- M.B.A., Heriot-Watt University, U.K.
- President, AU Optronics Corp.
- Director, Qisda Corp

- Chairman and Chief Executive Officer, AU Optronics Corp.
Kuen-Yao (K.Y.) Lee

- M.B.A., International Institute for Management Development, Switzerland 
- Chairman, AU Optronics Corp.
- Chairman, Qisda Corp.

- Director, AU Optronics Corp.
- Chairman, Qisda Corp.
- Director, Darfon Electronics Corp.
- Director, BenQ Materials Corp.
Kuo-Hsin (Michael) Tsai, Representative of BenQ Foundation

- Executive M.B.A., National Chiao Tung University
- Senior Vice President and the General Manager of Video Solutions Business Group, AU Optronics Corp.

- President and Chief Operation Officer, AU Optronics Corp.
Peter Chen, Representative of Qisda Corporation

- Technology Management Program, National Chengchi University
- EMBA, Thunderbird, The American Graduate School of International Management
- B.S., Electrical Engineering, National Cheng Kung University
- Executive Vice President of Technology Product Center, BenQ Corp.

- Director and President, Qisda Corp.
- Director, Darfon Electronics Corp.
- Director, BenQ Materials Corp.
- Chairman, BenQ Medical Technology Corporation
- Chairman, Partner Tech Corp.
- Director, Crystalvue Medical Corporation

Result of election of directors
The result of election of directors at AUO 2016 Annual General Shareholders' Meeting on 16 June 2016:

Independent Director Votes
Vivien Huey-Juan Hsieh 6,175,791,443
Mei-Yueh Ho 5,261,168,187
Ding-Yuan Yang 5,273,931,969
Yen-Shiang Shih 5,278,407,078
Chin-Bing (Philip) Peng 5,258,523,406

 

Director Votes
Shuang-Lang (Paul) Peng 7,945,294,800
Kuen-Yao (K.Y.) Lee 7,440,036,801
Kuo-Hsin (Michael) Tsai, Representative of BenQ Foundation 5,247,488,156
Peter Chen, Representative of Qisda Corporation 4,287,715,414

 

open Qualification Requirements of Independent Directors

Qualification Requirements of Independent Directors:
The professional qualifications, work experience, independence status and restriction of concurrently serve as an independent director of other public companies of Ms. Vivien Huey-Juan Hsieh, Ms. Mei-Yueh Ho, Mr. Ding-Yuan Yang, Mr. Yen-Shiang Shih, Mr. Chin-Bing (Philip) Peng are comply with Article 2 to Article 4 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Their professional qualifications and independence status are listed in the table below:

Note: Directors during the two years before being elected or during the term of office, have been or be any of the following, please tick the appropriate corresponding boxes:

  1. Not an employee of the company or any of its affiliates;
  2. Not a director or supervisor of the company’s affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50% of the voting shares;
  3. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the total number of outstanding shares of the company or ranking in the top 10 in holdings;
  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs;
  5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the company or that holds shares ranking in the top five in holdings;
  6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the company;
  7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, provided that this restriction does not apply to any member of the compensation committee who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of Companies whose Stock is Listed on the TWSE or Traded on the GTSM”;
  8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the company;
  9. Not been a person of any conditions defined in Article 30 of the Company Act; and
  10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

 

 

 

Internal Audit System

 

AUO's internal Auditing Administration Division is an independent unit directly reporting to the Board of Directors. The unit consists of eight people, including the auditing executive and full-time audit staff. In addition to making audit report to the Board of Directors at regular meetings, reporting also takes place periodically or as needed basis to the Chairman of the Board, the Auditing Committee and CEO .

AUO follows the law to establish an internal control system. Based on the system, the Auditing Administration Div. stipulates the internal audit implementation details. Then, the control systems and procedures are implemented, with their effectiveness and observance evaluated. The scope includes the whole company and its subsidiaries.

Audit affairs primarily involve the execution of the audit plan developed by the Board of Directors with identified risk, and the implementation of audit project or review if required. The execution of general and project audit plan can provide the operational status of the internal control system to the management, and help them identify the existing weaknesses or potential risks in time.

The Division audits the self-examinations done by the various units and subsidiaries, including checking how self-examination is executed, reviewing the documents to ensure implementation quality, and compiling the self-examinations results. Then the internal audit system reports to the CEO and Board of Directors as the basis to evaluate the effectiveness of the overall internal control system, and issue the internal control system statement.

 

 

 

Top 10 Shareholders

 

Top 10 Shareholders of AUO

Ex-dividend Record Date:2016.7.15

Shareholders’Names Shares Shareholding
ADR of AU Optronics Corp. 783,589,229 8.14%
Qisda Corporation 663,598,620 6.90%
QUANTA COMPUTER INC. 443,930,307 4.61%
Cathay Life Insurance Co.,Ltd. 281,810,247 2.93%
Trust Holding for Employees for AU Optronics Corp. 226,752,536 2.36%

Morgan Stanley & Co. International Plc

181,164,695 1.88%
Shin Kong Life Insurance.,Ltd 149,862,204 1.56%
VANGUARD EMERGING MARKETS STOCK INDEX FUND, A SERIES OF VANGUARD 92,924,669 0.97%
JPMorgan Chase Bank N.A. Taipei Branch in custody for Saudi Arabian Monetary Agency - JF Asset 84,432,000 0.88%
Tong Hwei Enterprise Co., Ltd. 80,000,000 0.83%
Total 2,988,064,507 31.06%

 

 
Communications between independent directors/internal/independent auditors

 

1.The channels of the communications between the independent directors, the internal auditors, and the independent auditors
A.The Company’s independent auditors have presented the findings of their quarterly review or audits on the Company’s financial results. Under applicable laws and regulations, the independent auditors are also required to immediately communicate to the Audit Committee any material matters that they have discovered.
B.The head of Internal Audit presents the findings of all audit reports in the quarterly meetings of the Audit Committee.  If material unusual matters occur during the auditing process, the head of Internal Audit will report to the members of the Audit Committee immediately.

2.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 since 2016 are as follows:

 
Date  Descriptions of the major matters
105/01/29 The findings of the audits on the Company’s financial results for FY 2015
105/05/09 The findings of the review on the Company’s financial results for the three months ended March 31, 2016
105/08/05 1. The findings of the review on the Company’s financial results for the six months ended June 30, 2016
2. Discussion about IAS700 - Key Audit Matters

 

3.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 since 2016 are as follows:

Date  Descriptions of the major matters
105/01/29 1.The findings of the internal audit reports for the fourth quarter of 2015
2. Statement of Internal Control System for FY 2015
105/05/09 The findings of the internal audit reports for the first quarter of 2016
105/08/05 The findings of the internal audit reports for the second quarter of 2016