Governance

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 8th 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 2019 Annual General Shareholders' Meeting. The Board of Directors also approved the Submission Period for the nomination of director candidates is from March 23, 2019 to April 1, 2019.

According to the Article 192-1 of the ROC Company Act, AUO announced on March 22, 2019 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 March 23 to April 1, 2019, the name, education background and past work experience of the nominee(s), a letter signed by each nominee of independent director consenting to act as independent director if elected, a written statement issued by each nominee of independent director 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 AUO Foundation), Mr. Peter Chen (Representative of BenQ Foundation), Mr. Chin-Bing (Philip) Peng (independent director), Ms. Mei-Yueh Ho (independent director), Mr. Yen-Shiang Shih (independent director), Ms. Yen-Hsueh Su (independent director) and Mr. Jang-Lin (John) Chen (independent director). The Board of Directors appointed the above nominated candidates to stand for election at AUO's 2019 Annual General Shareholders' Meeting.

 

The list of the nominated directors candidates are listed below

Types of Nominee Name
Director  Shuang-Lang (Paul) Peng
Director  Kuen-Yao (K.Y.) Lee
Director  Kuo-Hsin (Michael) Tsai, Representative of AUO Foundation
Director  Peter Chen, Representative of BenQ Foundation
Independent Director  Mei-Yueh Ho
Independent Director  Chin-Bing (Philip) Peng
Independent Director  Yen-Shiang Shih
Independent Director  Yen-Hsueh Su
Independent Director  Jang-Lin (John) Chen

 

 

Result of election of directors:
The result of election of directors at AUO 2019 Annual General Shareholders' Meeting on 14 June 2019:

 

Title Shareholder Name or Name Votes Received
Director Shuang-Lang (Paul) Peng 6,462,820,789
Director Kuen-Yao (K.Y.) Lee 6,107,222,491
Director Kuo-Hsin (Michael) Tsai, Representative of AUO Foundation 6,212,747,799
Director Peter Chen, Representative of BenQ Foundation 5,681,137,962
Independent Director Mei-Yueh Ho 6,212,292,248
Independent Director Chin-Bing (Philip) Peng 6,074,903,141
Independent Director Yen-Shiang Shih 6,282,345,733
Independent Director Yen-Hsueh Su 6,245,274,932
Independent Director Jang-Lin (John) Chen 6,314,641,614

 

 

 

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 Mr. Chin-Bing (Philip) Peng, Ms. Mei-Yueh Ho, Mr. Yen-Shiang Shih, Ms. Yen-Hsueh Su and Mr. Jang-Lin (John) Chen  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:

Criteria Name
   

Chin-Bing (Philip) Peng

Mei-Yueh Ho Yen-Shiang Shih Yen-Hsueh Su Jang-Lin (John) Chen
Meet One of the Following Profession Qualification Requirements, Together with at Least Five Years Work Experience

An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business in a Public or Private Junior College, College or University

     
A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialists Who Has Passed a National Examination and Been Awarded a Certificate in a Profession Necessary Field of Company Finance          
Have Work Experience in the Area of Commerce, Law, Finance, or Accounting, or Other Necessary Field of Company Finance V V V V V
Independent Status (Note) 1 V V V V V
2 V V V V V
3 V V V V V
4 V V V V V
5 V V V V V
6 V V V V V
7 V V V V V
8 V V V V V
9 V V V V V
10 V V V V V
11 V V V V V
12 V V V V V
Number of Other Public Companies Concurrently Serving as an Independent Directors 1 3 2 2 0

 

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 or any of its affiliates. (Do not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)
  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 issued shares of the Company or is ranked in the top 10 in shareholdings.
  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under 1. or any of the persons under 2. and 3.
  5. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. (Do not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.).
  6. Not a director, supervisor, or employee of other company if a majority of the company's director seats or voting shares and those of that other company are controlled by the same person. (Do not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.).
  7. Not a director, supervisor, or employee of other company or institution if the chairman, general manager, or person holding an equivalent position of the company and a person in any of those positions at that other company or institution are the same person or are spouses.
  8. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. (Do not apply in cases where the specified company or institution holds more than 20 percent but less than 50 percent of the Company’s issued shares and are the independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)
  9. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
  10. Not a spouse or a relative within the second degree of kinship to any director.
  11. Not been involved in any of situations defined in Article 30 of the Company Act.
  12. Not elected on behalf of a government agency or corporate or as a representative of these organizations as defined in Article 27 of the Company Act.