取締役会及び機能性委員会の運営状況

The Diversity of Board of Directors

Pursuant to the Company's "Corporate Governance Principles," the composition of the Board of Directors should take into consideration the policy of diversity and appropriate diversification guidelines have been established based on Company operations, its business model, and development requirements

 

The Company’s management objectives and the goals achieved regarding the diversity policy are listed below:

Gategory

Management Objectives

Goals Achieved

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

Including technology industry, technology research and development, industrial innovation, financial accounting, financial investment, corporate sustainability

Achieved

The Company's fulfillment of diversification of members of the Board of Directors in 2022 is as follows:

Name

Title

Gender

Age

Seniority of the Independent Director

Below 3 years

3~9 years

Exceed
9 years

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

 

 

 

 

 

 

Name

Title

Pr\ofessional Knowledge and Skills

Technology Industry

Technology Research and Development

Industrial Innovation

Shuang-Lang (Paul) Peng

Chairman

V

 

 

Frank Ko

Director

V

 

 

Han-Chou (Joe) Huang,

Director

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

 

 

 

 

 

 

Name

Title

Professional Knowledge and Skills

Financial Accounting

Financial Investment

Corporate Sustainability

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

Cathy Han

Independent Director

V

 V

V

 

 

 

Name Title

Employee Position

Independent directors concurrently serve as independent directors in other domestic public companies

Independent directors serve as directors or supervisors in other listed or OTC companies

Shuang-Lang (Paul) Peng

Chairman

V

 

 

Frank Ko

 Director  V    

Han-Chou (Joe) Huang

 Director      

Chuang- Chuang Tsai

 Director      

Yen-Hsueh Su

Independent Director   2 3

Chin-Bing (Philip) Peng

Independent Director   1 3

Jang-Lin (John) Chen

Independent Director   0 0

Chiu-ling Lu

Independent Director   1 1

Cathy Han

Independent Director   3 3

 

 

 

The Major Board Resolutions

The Major Board Resolutions of 2022

The Major Board Resolutions of 2021

 

Communications between independent directors/ internal auditors / independent auditors

A. The channels of the communications between the independent directors, the internal auditors, and the independent auditors

a. Independent directors and accountants meet at least once a quarter for a regular meeting. Accountants report on the results of quarterly financial statement reviews or verifications and other communication requirements required by relevant laws and regulations. Communications will be made on whether there are any significant adjustment entries or legal amendments affecting the accounting situation and they also regularly update laws and ordinances to independent directors every year. Independent directors also conduct independent assessments of the services provided by accountants. If there are major events, a meeting can be convened at any time.

 

b. The head of internal auditing and independent directors meet at least once a quarter for a regular meeting to report on the company's internal audit execution status, internal control operations and the execution of the Audit Committee Letter. Meetings can be convened at any time if there are major events. The appointment and removal of the company's chief auditor shall be approved by the Audit Committee and resolved by the Board of Directors. The performance of the chief auditor shall be evaluated by each member of the Audit Committee and determined by the Chairman according the Audit Committee’s opinion.

 

c.Independent directors may communicate separately and respectively with accountants and the head of internal auditor at least once a year. Communication channels are open and function well.

 

B. 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 in 2023 are as follows:

 

Date

Meetings

Descriptions of the major matters

Communication status and implementation results

2023/02/07

Audit Committee

The findings of the audits on the Company’s financial results for FY 2022

After review by the Audit Committee, all independent directors have no objections

2023/04/26

Audit Committee

The findings of the review on the Company’s financial results for the three months ending on March 31, 2023

After review by the Audit Committee, all independent directors have no objections

2023/07/25

Audit Committee

The findings of the review on the Company’s financial results for the six months ending on June 30, 2023 After review by the Audit Committee, all independent directors have no objections
2023/10/30

Audit Committee

(separate meeting)*
Report on communication between the independent auditors and those charged with governance Noted and no other suggestions
2023/10/30 Audit Committee The findings of the review on the Company’s financial results for the nine months ending on September 30, 2023 After review by the Audit Committee, all independent directors have no objections

 

* No attendance of any non-independent director or executive.

 

Meeting Date

Descriptions of the major matters

Communication status and implementation results

2021/02/03

Audit Committee

The findings of the audits on the Company’s financial results for FY 2020

After review by the Audit Committee, all independent directors have no objections.

2021/04/28

Audit Committee

The findings of the review on the Company’s financial results for the three months ending on March 31, 2021

2021/07/28

Audit Committee

The findings of the review on the Company’s financial results for the six months ending on June 30, 2021

2021/10/27

Audit Committee

The findings of the review on the Company’s financial results for the nine months ending on September 30, 2021

2021/11/16 Meeting

(separate meeting)

2021 annual regulatory update and critical issue with AUO Audit committee

Noted and no other suggestions

 

 

C. 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 in 2023 are as follows:

Date

Meeting 

Descriptions of the Major Matters

Communication status and implementation results

2023/02/07

Audit Committee

  1. The findings of the internal audit reports for the fourth quarter of 2022
  2. Statement of Internal Control System for FY 2022

After review by the Audit Committee, all independent directors have no objections

2023/04/26 Audit Committee
  1. The findings of the internal audit reports for the first quarter of 2023
  2. Self-assessment of internal control for the second half year of 2022
After review by the Audit Committee, all independent directors have no objections
2023/07/25 Audit Committee The findings of the internal audit reports for the second quarter of 2023 After review by the Audit Committee, all independent directors have no objections
2023/10/30

Audit Committee

(separate meeting)*
Self-assessment of internal control for the first half year of 2023 Noted and no other suggestions
2023/10/30

Audit Committee

The findings of the internal audit reports for the third quarter of 2023 After review by the Audit Committee, all independent directors have no objections
2022/10/25 Audit Committee The findings of the internal audit reports for the third quarter of 2022 After review by the Audit Committee, all independent directors have no objections

 

* No attendance of any non-independent director or executive.

 

1 The Company received the report and suspected that employees involved in abnormal transactions which caused the company losses after preliminary investigation in September 2020. Upon discovering employees’ misconduct, the Company immediately conducted an internal investigation and then notified and fully cooperated with the Investigation Bureau and the Prosecutor’s Office in the investigation of the matter. After the Investigative Committee for Major Infringements identified, the Company dismissed two employees involved in the case in November 2020 and reported to the Audit Committee on 2020/11/17.

 

Date of meeting, agenda, resolutions of Remuneration Committee

Meeting Date

Agenda

Resolutions and opinions of all members

2023/2/7

1. Approved the amendments to "Compensation Policy to the Directors and Functional Committee Members".


2.The selection of applicable personnel for the "Measures for the Protection and Conversion of Management Rights"

Approved as proposed and reported to the Board of Directors for resolution.

2023/2/23

1.Approved "Executive Stock Ownership Guidelines"


2.Approved the 2022 Compensation to Directors and Senior Managerial Officers

 

3.The list of treasury stocks' receiving managers and the number of distribution (subscription).

2023/4/26

1.Approved the amendments to "Approval authority of senior managerial officers' compensation"


2.Approved the amendments to " Measures for the Protection and Conversion of Management Rights" and the selection of applicable personnel

2023/7/25

1.Approved the 2024 Manager Remuneration Policy


2. Approved the personnel proposal for executive

The Remuneration Committee Resolutions of 2022

The Remuneration Committee Resolutions of 2021

 

 

The annual operation situation of the Corporate Governance Committee

Corporate Governance Committee Date

Content of motion

Resolution results and opinions of all members

Handling of the Opinions of the Corporate Governance Committee

2022/02/10

Report items

  • Corporate Governance Promotes Planning Report
  • Internal performance evaluation report of the board of directors, individual members of the board of directors and functional committees and external evaluation report of the board of directors in 2021
  • Report on the independence of independent directors

Noted and no other suggestions

N/A

 

Discussion items

  • Approved the amendment of the Chart of Audit Committee, Remuneration Committee and Corporate Governance Committee
  • Approved the amendment of the Corporate Governance Principles
  • Approved the amendment of the "Director's Performance Evaluation Questionnaire"

Approved as proposed and reported to the Board of Directors for resolution

2022/3/28

Discussion items

  • Approved the proposal on the number of seats, composition and diversification policies of the 10th Board of Directors and functional committees

Approved as proposed and reported to the Board of Directors for resolution

N/A

2022/4/25

Discussion items

  • Approved the nomination list of candidates for the 10th directors (including independent directors)
  • Approved the members of functional committee and recommendation list of conveners of the 10th Committee

Approved as proposed and reported to the Board of Directors for resolution

N/A

2022/7/27

Report items

  • Planning of Directors' Continuing Education Courses in the Second Half of 2022 and the First Half of 2023
Noted and no other suggestions N/A