ガバナンス

BOD composition

9 directors, including 4 directors and 5 independent directors

Achieved

Gender

• 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 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.

Achieved

Tenure

At least two seats of Directors are females

Achieved

Concurrent position

• Number of Directors who concurrently serve as AUO’s executives shall not exceed one-third of the total director seats
• Independent directors shall not concurrently serve as independent directors in more than 3 companies.
• Independent directors should not concurrently serve as directors (including independent directors) or supervisors in more than 5 listed or OTC companies.

Achieved

Diversified professional capabilities

Achieved

Shuang-Lang (Paul) Peng

Chairman

Mr.

64

Frank Ko, Representative of AUO Foundation

Director

Mr.

50

Han-Chou (Joe) Huang, Representative of Qisda Corporation

Director

Mr.

60

Chuang-Chuang Tsai, Representative of Ming Hua Investment Company Limited

Director

Ms.

72

Yen-Hsueh Su

Independent Director

Ms.

53

V

Chin-Bing (Philip) Peng

Independent Director

Mr.

69

V

Jang-Lin (John) Chen

Independent Director

Mr.

69

V

Chiu-ling Lu

Independent Director

Ms.

59

V

Cathy Han

Independent Director

Ms.

58

V

Shuang-Lang (Paul) Peng

Chairman

V

Frank Ko

Director

V

Han-Chou (Joe) Huang,

Director

V

V 

Chuang- Chuang Tsai,

Director

V

V

Yen-Hsueh Su

Independent Director

V

Chin-Bing (Philip) Peng

Independent Director

V

Jang-Lin (John) Chen

Independent Director

V

V

 V

Chiu-ling Lu

Independent Director

V

Cathy Han

Independent Director

V

Shuang-Lang (Paul) Peng

Chairman

Frank Ko

Director

Han-Chou (Joe) Huang,

Director

Chuang- Chuang Tsai,

Director

Yen-Hsueh Su

Independent Director

V

 V

Chin-Bing (Philip) Peng

Independent Director

V

V

Jang-Lin (John) Chen

Independent Director

Chiu-ling Lu

Independent Director

V

V

V 

Cathy Han

Independent Director

V

 V

V

Shuang-Lang (Paul) Peng

Chairman

V

Frank Ko

Han-Chou (Joe) Huang

Chuang- Chuang Tsai

Yen-Hsueh Su

Chin-Bing (Philip) Peng

Jang-Lin (John) Chen

Chiu-ling Lu

Cathy Han

Qisda Corporation

530,878,896

6.90%

Trust Holding for Employees of AUO Corporation

398,849,222

5.18%

Quanta Computer Inc.

355,144,245

4.61%

Yuanta Taiwan Dividend Plus ETF

321,300,237

4.17%

ADR of AUO Corporation

187,493,055

2.44%

Nan Shan Life Insurance Co., Ltd.

124,830,800

1.62%

New Labor Pension Fund

119,913,800

1.56%

Vanguard Emerging Markets Stock Index Fund, a Series of Vanguard International Equity Index Funds

71,699,039

0.93%

JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds　

70,765,699

0.92%

iShares Core MSCI Emerging Markets ETF　

58,803,400

0.76%

Corporate Governance

Board of directors of the Company has approved to appoint Vice President, Mr. Benjamin Tseng, to serve as chief corporate governance officer to be responsible for the supervision and arrangement of the corporate governance and setting a goal to protect shareholder equity and to enhance the function of the board of directors. Mr. Benjamin Tseng’s qualifications meet the regulations regarding chief corporate governance officer in Paragraph 1 of Article 3-1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. His functions and powers include providing information to directors and audit committee for them to execute their jobs and the development of the latest regulations regarding corporate business, assisting directors to comply with the law and periodically reporting the progress of corporate governance to the Corporate Governance Committee and the board of directors every year and so as to handling matters relating to board meetings and shareholders’ meetings according to the laws, producing meeting minutes of board meetings and shareholders’ meetings, assisting directors and the Audit Committee in taking office and continuing education and etc. and which are being executed by the secretary unit of board of directors.

Major implementations of the corporate governance affairs are listed as follows,

• Six Board of Directors meetings, five Audit Committee’s meetings and four Corporate Governance Committee’s meetings were convened in 2022.
• One Annual General Shareholders' Meeting was convened in 2022.
• All members of the Board have completed at least six credits of continuing education.
• Directors have been re-elected in 2022, and pre-inauguration briefings hold for all new directors and functional committee members. The project includes the company's operating development strategy, investment strategy and reinvestment status, ESG & Climate action, explanations of the board of directors and functional committees, etc. Total of 6 hours.
• The Company has filed for liability insurance for its Directors and important employees, and has reported to the board of directors after the insurance had been renewed.
• Performance evaluations of the board of directors, each director and the functional committees have been processed in the fourth quarter of the year. Evaluation results of each assessment are all "Exceeding Expectations".
• The results in the 8th Corporate Governance Evaluation has been ranked among Top 5%.
• In 2022, the chief corporate governance officer has taken 21 hours training courses.

Corporate Social Responsibility

The Company's risk management policies have been approved by the Board of Directors in 2020, and were set to be our supreme guiding principles in controlling risk. In accordance with the risk management standards and guidelines of ISO 31000, the Company has formulated corresponding procedures and systems. Through annual risk evaluation and identification, the Company would develop plans to mitigate, transfer or avoid potential risks, aiming for a solid internal structure, hence achieving sustainable operation.

Regarding our policy enforcement framework, the Company has established a risk management team under ESG & Climate Committee, which is in charge of implementing the policies approved by the Board of Directors. In respect of risk identification, prevention, monitor, or other major risk management topics, the team would report to the Board of Directors at least once a year.

The Chief Financial Officer will review the risk identification work. Risk identification is conducted annually by the various units, including product R&D units, the manufacturing and sales units, as well as the units in charge of finance, legal affairs, human resources, information technology, and environmental safety management, from the perspective of corporate sustainability, e.g. financial considerations such as market risk and liquidity risk, and non-financial risks such as regulatory compliance, information security, climate and environmental protection, and social issues. In addition to mitigating the risks, the Company has been seeking opportunities to counter all the said risks.

The risk identification process involves a quantitative assessment considering the frequency of occurrence, the degree of impact, and the degree of control. It covers dimensions such as finance, strategy, operation, and disaster. By doing so, we have identified 75 types of risks and prioritized them using the matrix analysis diagram.

The Company has assessed the 19 mid-high risk scenarios that we may encounter in 2021. External ones mostly surrounded COVID-19 variant virus, port congestion and global low-carbon transition; internal parts included water scarcity and technology R&D.

Among which, we've chosen strategy and operation as our main focus scopes this year. In regard to our strategy, the Company responded with active and proper actions and commitments when facing the limited production capacity and the net zero consensus under the COP26. Operation-wise, the Local pandemic and water rationing this year have impacted the supply chain, manufacturing and logistics. In response, the Company has built up responding procedures by collaborating with related departments within the shortest possible timeframe. Higher flexibility toward process improvement has increased our adaptability to potential impacts, and made the systematic structure more complete at the same time.

Ethical Corporate Management

In order to improve the administration of integrity management and establish a corporate culture with integrity management, the company refers to “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.”

 "AUO Ethical Corporate Management Principles", which is the company's highest integrity policy, was approved by the board of directors in November, 2014.

According to "AUO Ethical Corporate Management Principles", the Company establishes “AUO Enterprise Integrity Policy” and “AUO Declaration Regulations for Conflict of Benefits”. HR Headquarter is responsible for formulating the ethical management policy and preventive measures as well as supervising their implementation and to report to the directors regarding the implements in the first board meeting each year.

The implements of the integrity operations include that each new employee is required to attend an advocacy session on AUO Integrity Policy and sign a declaration of integrity. In addition, Global Integrity Advocacy Week is held annually and the on-line compliance training courses are arranged. Furthermore, divisions that engage closely with suppliers or are involved in supplier affairs have been identified as in positions of high integrity risk, for which the employees of these divisions are required to undergo the report of conflict of interest. On the other hand, AUO’s suppliers and subcontractors are required to participate training courses or advocacy and sign a Statement of Compliance with AUO Supplier / Subcontractors Code of Conduct.

Among the above matters, through training, we arranges online integrity management training course for directors and all employees. Being regulated by the Listed OTC Company Management Principles, seven violations are listed in the course content. To enhance the promotion, engaging in business activities in accordance with applicable competition laws and regulations and prohibition on disclosing trade secrets are also included in the course.

In 2022, 9 directors and 27,090 employees have completed the 6-minute training course to promote regulatory compliance, such as Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest and other related acts. The completion rate of employees is 96%. As of December 9, 2023, the completion rate of all employees in Taiwan reached 40%, and will continue to be updated. Total training hours are more than 2,710. As to 1,575 new employees, they have taken the 10-min advocacy session on AUO Integrity Policy and signed integrity statement. The total training hours are more than 263 and signing rate is 100%. In addition, The Global Integrity Advocacy is held every year. Integrity-related messages are announced by e-news, mail, and meeting to ensure that all employees, suppliers, and contractor understand the core AUO values on integrity. To prevent unethical conduct, through the periodical supervision, anti-corruption employees are required to report any conflicts of interest each year. In 2022, 2,426 supervisors and employees in anti-corruption positions have reported and the reporting rate is 100%.