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取締役会 会計審査委員会
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.

 

 
内部監査制度

AUOの内部会計監査は独立しており、取締役会直属になっています。監査役員と監査専任の監査スタッフを合わせて、8名で構成しています。定例会議での取締役会への監査報告書の作成に加え、監査報告は定期的に行われ、また必要に応じて取締役会会長、監査委員会、CEOに行われます。

AUOは法律に従い、内部管理システムを設定しています。この内部管理システムに基づいて、内部監査課の施行細則が規定され、その制度の効果と順守がなされているかの評価とともに、管理システムが手順通り実行されます。またその範囲は会社全体および子会社全てが含まれます。

監査課の監査の遂行に第一必要なものとして、監査計画があります。これは認知されているリスクと、要求があれば監査プロジェクト実施の見通しを、取締役会が審議して出されたものです。一般的な監査計画の実行では、マネージメントに対する管理システムの状態を定めることができます。そして、その時々の弱点や潜在リスクを見極める助けをします。

監査課は、いくつかの部署や子会社が行う自己点検に対して、どのように自己点検が行われたか、実行内容の質を確認するための書類の再チェック、自己点検の結果の取りまとめ、などを含めた再監査を行います。されシステムの有効性や管理システムの問題をCEOおよび取締役会に報告します。