Governance

The Ninth Term of Board of Directors
Name Position Education & Experience Major Current Positions
Shuang-Lang (Paul) Peng Chairman - M.B.A., Heriot-Watt University, U.K.
- President, AU Optronics Corp.

- Chairman and Chief Executive Officer, AU Optronics Corp.

- Director, Darwin Precisions Corporation

- Director, Qisda 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.

- Director, Qisda Corp.
- Director, Darfon Electronics Corp.
- Director, BenQ Materials Corp.
Frank Ko, Representative of AUO Foundation Director

- PhD Degree in Photonics, National Chiao Tung University

- Chairman and CEO of E Ink Holdings Inc.

Vice President of the Technology and Strategic Development Office, AU Optronics Corp.

- Vice President of the TV Display Business Group, AU Optronics Corp.

- Director, AU Optronics Corp.

- President and Chief Operation Officer, AU Optronics Corp.

Peter Chen, Representative of BenQ Foundation Director

- Technology Management Program, National Chengchi University

- EMBA, Thunderbird American Graduate School, U.S.A.

- B.S., Electrical Engineering, National Cheng Kung University

- Executive Vice President of Technology Product Center, BenQ Corp.

- Director, AU Optronics Corp.

- Chairman and President, Qisda Corp.

- Chairman, BenQ Medical Technology Corporation

- Chairman, Partner Tech Corp.

- Chairman, DFI Inc.

- Director, Alpha Networks Inc.

- Director, Darfon Electronics Corp.
- Director, BenQ Materials 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, ASE Technology Holding Co., Ltd.
Chin-Bing (Philip) Peng Independent Director

- M.B.A., National Chengchi University

- Senior Vice President and CFO, ACER Incorporated & Services Corp.

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

- Independent Director and member of Remuneration Committee, Apacer Technology Inc.

- Director, Wistron Corporation

- Director and President, iD SoftCapital

- Director, ACER Incorporated

- Director, Wistron NeWeb Corporation

- Director, AOPEN Inc.

- Director, Wistron Information Technology & Services 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.

- Chairman, Sinotech Engineering Consultants, Inc.

- Supreme Advisor, Commerce Development Research Institute

- Independent Director, AU Optronics Corp.

- Independent Director and member of Remuneration Committee, Formosa Plastics Corporation

- Independent Director and member of Nomination Committee, Remuneration Committee, CTCI Corporation

- Director, Taiwan Research Institute

- Director, Taiwan Institute of Economic Research

- Chair Professor, Chung Yuan Christian University

- Policy Advisor, Taiwan Electrical and Electronic Manufacturer’s Association

-Chairman, Sustainable & Circular Economy Development Association
Yen-Hsueh Su Independent Director

- Master in Industrial

Management of Carnegie

Mellon University, U.S.A.

- Managing Director, and Head of Asia Technology Hardware Research, UBS

- Chief Investment Officer, ASUSTEK Computer Inc.

- Chief Investment Officer, Pegatron Corporation

- Director, KINSUS Interconnect Technology Corp.

- Independent Director and member of Remuneration Committee, TXC Corporation

- Independent Director and member of Remuneration Committee, Zhong Yang Technology Co.,Ltd
Jang-Lin (John) Chen Independent Director

- Stanford Executive Program, Stanford University, Graduate School of Business
- Ph.D. in Polymer Material, NYU/Polytechnic University, New York
- Master in Chemistry, National Taiwan University
- B.S., Chemistry, National Tsing Hua University
- ITRI Fellow, Electronics & Optoelectronics System Research Lab
- VP and DTC General Director, Display Technology Center, ITRI
- Adjunct Professor, Department of Photonics, National Chiao-Tung University
- CTO, Kodak LCD Polarizer Films Business
- Kodak Research Fellow, Eastman Kodak Company

- ITRI Research Fellow, Electronics & Optoelectronics System Research Lab and Industry, Science and Technology International Strategy Center
- SID Taipei Chapter Director
- Chairman of Board, Taiwan Display Material & Devices Association
- Vice Chairman of Board, Taiwan Display Union Association
- Director, Taiwan TFT LCD Association

 

 

Members of Functional Committees
Name Corporate Governance Committee Audit Committee Remuneration Committee
Shuang-Lang (Paul) Peng
(Chairman)
 V (convener)

 

 

Chin Bing (Philip) Peng
(Independent Director) 
 V

 V (convener)

 

Mei-Yueh Ho
(Independent Director)
 V  V  

Yen-Shiang Shih
(Independent Director)

 V

 V

 V (convener)

Yen-Hsueh Su

(Independent Director)

 V  V  V

Jang-Lin (John) Chen
(Independent Director)

 V  V  
Ding-Yuan Yang      V

 

 

Introduction of the Functional Committees Operations

 

Audit Committee

 

The Audit Committee is responsible for assisting the board of directors in performing supervisory duties and exercising its functions and powers as required by the Securities Exchange Law, the Company Law and other laws. It also regularly communicates with the Company's accountants and reviews the appointment, independence and performance of the accountants. At the same time, the Company's internal auditors will regularly submit audit summary reports to the Audit Committee based on the annual audit plan. The Audit Committee also periodically reviews the Company's internal control system, internal auditors and their work. The main powers of the Committee are as follows:


A. Supervising and auditing the fair expression of the Company's financial statements
B. Monitoring and evaluating the effective implementation of the internal control system
C. Supervising the Company's compliance with laws and regulations
D. Reviewing the transaction of the Company's acquisition or disposal of assets, the lending of significant funds and endorsement or guarantee for others, and matters involving the director's own interests
E. Raising, issuing or private equity securities
F. Appointment, dismissal or remuneration of the accountants

 

The Committee consists of all independent directors (including at least 1 financial expert). The five independent directors all meet the qualifications, such as professionalism, work experience, independence, and the number of serving as independent directors. They also conduct internal performance evaluations of the Audit Committee on a regular basis every year.

 

The Audit Committee is convened at least once a quarter. Please refer to the Annual Report of the Shareholders' Meeting of the Company for the meeting of the Committee and the attendance rate of each member.

 

Remuneration Committee

 

The Remuneration Committee establishes a performance-related remuneration system for the Company from an independent and transcendental perspective, faithfully performs the functions and powers conferred by the board of directors, and regularly proposes remuneration system plans or recommendations to the board of directors for discussion and resolution. The main powers of the Committee are as follows:


A. Formulate and regularly review the policies, systems, standards and structures of directors and senior managers' performance evaluation and salary compensation.
B. Regularly evaluate and fix the salary and compensations of directors and senior managers.

 

According to the Company's Remuneration Committee Charter, the members of this committee are appointed by the board of directors. The number of members shall be no less than three. The committee shall have at least one independent director to participate, and all members shall elect the independent director as the convener.

 

The Remuneration Committee shall be convened at least twice a year, and the internal performance evaluation of the Remuneration Committee shall be conducted regularly every year. For the convening of the committee meeting and the attendance rate of each member, please refer to the annual report of the shareholders meeting of the Company.

 

Corporate Governance Committee

 

In order to strengthen corporate governance and enhance the effectiveness of the board of directors, the Board has approved to establish a corporate governance committee at the end of 2019. The main powers of this committee are as follows:


A. Establish standards for diverse backgrounds and independence such as the professional knowledge, technology, experience, and gender required by members of the board of directors, and seek, review and nominate director candidates.
B. Construct and develop the organizational structure of the board of directors and committees, evaluate the performance of the board of directors, committees and directors, and evaluate the independence of independent directors.
C. Develop and regularly review directors' training programs and succession plans.
D. Establish the Company's corporate governance principles.

 

The committee is composed of at least three directors nominated by the board of directors, of which more than half of the independent directors should participate.

 

The Corporate Governance Committee meets at least once a year. Please refer to the annual report of the shareholders' meeting of the Company for the meeting of the Committee and the attendance rate of each member.

 
 

Sustainability Committee

As a citizen of planet Earth, social and environmental responsibility have always been important to AUO and form a part of our corporate spirit. AUO has incorporated Corporate Social Responsibility (CSR) into our business strategy and elevated it to Corporate Sustainability Responsibility, which includes company policy, business management models, policy directions, and planning on education and training. AUO also upholds is commitment to sustainable development through the corporate governance, talent development, innovative technologies, green commitment and social engagement aspects. These not only enhance the corporate culture at CSR but also maximize the benefits for customers and stakeholders.

 

To improve our management efficiency in CSR, consolidate our resources and live up to stakeholder expectations on corporate governance, environmental protection and social care, AUO integrated our environmental, social and corporate governance operations in 2013 to establish the trans-department Corporate Sustainability Responsibility Committee (CSR Committee).The new committee promotes the sustainable development of AUO through a comprehensive approach to planning and alignment with international developments.

 

In 2014, the AUO Board of Directors voted to adopt the four key guidelines: “Code of Ethical Management”, “Corporate Governance Principles”, “Code of Ethical Conduct for Directors and Senior Management”, and “Corporate Social Responsibility Best Practice Principles.” The CSR Best Practice Principles in particular makes the CSR Committee answerable to the Board of Directors, the employee performance evaluation system should be connected to the CSR policy, and that it is covered by the rules governing rewards and disciplinary action under AUO HR management regulations. The Board also passed 12 articles of the “AUO Corporate Sustainability Policy” at the start of 2015. The sustainability policy encompassing the three aspects of the economy, society and environment defines the direction for sustainable development at AUO. In the end of 2017, AUO has upgraded the transformation of CSR committee 2.0 to enhance core driving forces and competitive advantages so as to follow up with the global CSR trend.

 

For more information on the AUO Corporate Sustainability Policy, please refer to Sustainability Policy

 

Structure of the CSR Committee


 

Board and Committee