|
The Diversity of Board of Directors
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Specific Management Goals and Achievements of the Company's Board Diversity Policy
The corporate governance and nomination committee, authorized by the Board of Directors, establishes the criteria for the professional knowledge, skills, experience, diverse backgrounds including gender, and independence required for Board members. The Committee reviews these standards annually and reports to the Board on their fulfillment. The Committee plans the composition of the Board and functional committees based on these diversity standards and selects candidates accordingly, submitting the recommended composition and candidate list to the Board for deliberation.
|
Board diversity criteria
|
Management Objective
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Achievements
|
|
Composition of Seats
|
The number of independent directors shall account for at least half of the total number of directors.
|
Achieved
|
|
Gender
|
Directors of any one gender shall account for at least one-third of the total number of directors.
|
Achieved
|
|
Term of Service /age
|
- The independent directors shall not serve more than three consecutive terms, but their consecutive terms shall be extended to four terms upon review by the Corporate governance and nomination committee.
- More than half of the independent directors serve no more than three terms.
- Directors shall not be over the age of 75 at the time of election.
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Achieved
|
|
Concurrently Situation
|
- The number of board seats held by directors who also serve as company managers should not exceed one-third.
- Independent directors should not serve as independent directors in more than three companies.
- Independent directors should not concurrently serve as directors (including independent directors) or supervisors in more than five listed companies.
- Non-independent directors should not concurrently serve as directors in more than five listed companies.
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Achieved
|
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Diverse professional skills
|
Directors should possess expertise in areas such as the technology industry, technical research and development, industry innovation, corporate sustainability, risk management, human resources management, financial accounting, and strategic investment.
|
Achieved
|
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Attendance rate
|
The attendance rate of directors should not be less than 80%.
|
Achieved
|
|
Note: Average Attendance Rate of the board of directors and Functional Committees in 2025
|
Board of director
|
Audit committee
|
Remuneration committee
|
Corporate governance and
nomination committee
|
Sustainability and risk management committee
|
|
98%
|
97%
|
100%
|
100%
|
100%
|
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Diversity Background and Professional Qualifications and Capabilities of the Company’s Director
|
Name
|
Shuang-Lang (Paul) Peng
|
Frank Ko
|
Chuang- Chuang Tsai
|
Han-Chou (Joe) Huang
|
|
Title
|
Chairman
|
Director
|
Director
|
Director
|
|
Gender
|
Male
|
Male
|
Female
|
Male
|
|
Age
|
60-69
|
50-59
|
70-79
|
60-69
|
|
Nationality
|
ROC
|
ROC
|
ROC
|
ROC
|
|
Number of consecutive years of directorship
|
Date first elected
|
2010/06/18 |
2019/09/10 |
2022/06/17 |
2022/06/17 |
|
Below 3 years
|
|
|
|
|
|
3-9 years
|
|
V |
V |
V |
|
Exceed 9 years
|
V |
|
|
|
| Professional knowledge and skills |
Technology industry |
V |
V |
V |
V |
| Technical research |
|
V |
V |
|
|
Industrial Innovation
|
V |
V |
|
V |
|
Corporate Sustainability
|
V
|
|
|
|
|
Risk Management
|
V
|
V
|
|
V
|
|
Human Resources
|
V
|
|
|
|
|
Financial Accounting
|
|
|
|
|
| Strategic investment |
V
|
V
|
|
V
|
|
Number of other public companies concurrently served as independent director
|
0
|
0
|
0
|
1
|
|
Concurrent Managerial Position
|
V
|
V |
|
|
|
|
Name
|
Jang-Lin (John) Chen
|
Chiu-Ling Lu
|
Cathy Han
|
Tzu-Ting Huang
|
Yen-Hsi Lin
|
|
Title
|
Independent Director
|
Independent Director
|
Independent Director
|
Independent Director
|
Independent Director
|
|
Gender
|
Male
|
Female
|
Female
|
Female
|
Female
|
|
Age
|
70-79
|
60-69
|
60-69
|
60-69
|
60-69
|
|
Nationality
|
ROC
|
ROC
|
ROC
|
ROC
|
ROC
|
|
Number of consecutive years of directorship
|
Date first elected
|
2019/06/14 |
2022/06/17 |
2022/06/17 |
2025/05/28 |
2025/05/28 |
|
Below 3 years
|
|
|
|
V |
V |
|
3-9 years
|
V |
V |
V |
|
|
|
Exceed 9 years
|
|
|
|
|
|
| Professional knowledge and skills |
Technology industry |
V |
|
V |
V |
|
| Technical research |
V |
|
|
|
|
|
Industrial Innovation
|
V |
|
|
|
|
|
Corporate Sustainability
|
|
V |
V |
V |
V |
|
Risk Management
|
|
|
V |
V
|
|
|
Human Resources
|
|
V |
V |
|
V |
|
Financial Accounting
|
|
V |
V |
|
|
| Strategic investment |
|
|
V |
V
|
|
|
Number of other public companies concurrently served as independent director
|
0
|
0
|
2
|
2
|
2
|
|
Concurrent Managerial Position
|
|
|
|
|
|
|
Note: Members of the 11th Board of Directors elected at the Shareholders' Meeting on May 28, 2025.
|
The Major Board Resolutions
|
|
Communications between the independent directors, the head of Internal Auditor and the CPAs
|
The channels of the communications
- 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.
- 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.
- 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.
The summary of the communications between the independent directors and the CPAs
The major matters of these communications in 2025
|
Date
|
Meeting
|
Key points of communication
|
Communication and opinions of independent directors
|
|
2025/2/12
|
Audit Committee
|
2024 Year Consolidated and Parent Company Only Financial Statements Audit Results Report.
|
After review by the Audit Committee, all indenepdent directors have no objections.
|
|
2025/2/12
|
Audit committee
(close-door session)
|
Communication between the Certified Public Accountant (CPA) and the Audit Committee.
|
Noted, and there are no other suggestions.
|
|
2025/4/29
|
Audit Committee
|
The findings of the review of the Consolidated Financial Statements for the first quarter of 2025.
|
After review by the Audit Committee, all indenepdent directors have no objections.
|
|
2025/7/30
|
Audit Committee
|
The findings of the review of the Consolidated Financial Statements for the second quarter of 2025.
|
After review by the Audit Committee, all indenepdent directors have no objections.
|
|
2025/7/30
|
Audit Committee
(closed door session)
|
Communication between the Certified Public Accountant (CPA) and the Audit Committee. |
Noted, and there are no other suggestions.
|
|
2025/10/29
|
Audit Committee
|
The findings of the review of the Consolidated Financial Statements for the third quarter of 2025.
|
After review by the Audit Committee, all indenepdent directors have no objections.
|
|
The summary of the communications between the independent directors and the internal auditors
The major matters of these communications in 2025
|
Date
|
Meeting
|
Key points of communication
|
Communication and opinions of independent directors
|
|
2025/2/12
|
Audit Committee
|
1. The findings of the internal audit reports for the fourth quarter of 2024.
2. 2024 Year Statement of Internal Control System.
|
After review by the Audit Committee, all independent directors have no objections.
|
|
2025/2/12
|
Audit Committee
(closed door session)
|
Internal audit report.
|
Noted, and there are no other suggestions.
|
|
2025/4/29
|
Audit Committee
|
The audit summary report for the first quarter of 2025.
|
After review by the Audit Committee, all independent directors have no objections.
|
|
2025/7/30
|
Audit Committee
|
The findings of the internal audit reports for the second quarter of 2025.
|
After review by the Audit Committee, all independent directors have no objections.
|
|
2025/7/30
|
Audit Committee
(closed door session)
|
Internal audit report
|
Noted, and there are no other suggestions.
|
|
2025/10/29
|
Audit Committee
|
1. The findings of the internal audit reports for the third quarter of 2025.
2. 2026 Year Audit Plan.
|
After review by the Audit Committee, all independent directors have no objections.
|
|
|
The operation of the Audit Committee
|
The 6th tenure：From June 17, 2022 to May 27, 2025.
The 7th tenure：From Mat 28, 2025 to May 27, 2028. The tenure is the same as the tenure of the BOD.
The major matters of these communications in 2025.
|
Date
|
Content of motion
|
Resolutions and member opinions
|
The attendance of the members
|
|
2025/2/12
|
- Recognized the 2024 Year "Statement of Internal Control System".
- Approved the amendment to the Company's pre-approved non-assurance service policy list Item.
- Approved the 2024 Year Financial Statements.
- Approved the 2025 and 202 Year 6 CPA service Item and public fee bill.
- Approved the Company's repurchase of the Company's issued common shares.
- Approved the 2024 Year Business Report and 2025 Year Business Plan
- Approved the 2024 Year Loss Compensation.
- Approved the disposal of the private placement of common shares of Global Communications Semiconductor Holdings Inc.
- Approved the disposal of the investment.
- Approved the disposal of real estate on the east side of Fab Houli Plant by AUO Crystal Corporation, a subsidiary of the Company.
- Approved the loan case of AUO Manufacturing (Shanghai) Co., Ltd., a subsidiary of the Company.
- Approved the Company's subsidiary, AUO (Shanghai) Co., Ltd., to lend capital to Behr-Hella Thermocontrol (Shanghai) Co., Ltd.
- Approved the fund loan between the Company and the Company's subsidiaries.
|
Except for Proposal 9, where interested members have recused themselves from discussion and voting, and some amendments were made, all other proposals were approved and submitted to the board of directors for resolution.
|
All members attend the meeting.
|
|
2025/4/29
|
- Approved the Company's subsidiary, AUO Display Plus Co., Ltd., to its subsidiary, Avocor Technologies, Inc. for its overdue accounts receivable from its subsidiary, Avocor TechnologiesUSA, Inc., which is not a capital loan.
- Approved the Consolidated Financial Statements for the period ended March 31, 2025.
- Approved the Item of Certified Public Accountant (CPA) to provide non-assurance services.
- Approved the restructuring of the Company's subsidiary, AUO Digital Technology Service (Suzhou) Co., Ltd., and the establishment of an employee stock ownership platform and the loan of AUO Digitech Holding Limited to AUO Digitech Holding Limited.
- Approved the Company's subsidiary, AUO Envirotech Inc. to purchase AUO Digitech Pte. Ltd equity and cash capital increase.
- Approved the loan to the Company and the Company's subsidiaries.
|
Except for the first proposal, which reminded the Avocor management team to strengthen control and real-time supervision of the company, and the fourth proposal, which recommended the management team to formulate a specific operation plan, track performance, and adjust strategies and organization in a timely manner, all other proposals were approved and submitted to the board of directors for resolution.
|
All members attend the meeting.
|
|
2025/6/6
|
Approved the Company's disposal of patent rights. |
Approved and submitted to the board of directors for resolution.
|
All members attend the meeting.
|
|
2025/7/30
|
- Approved that the Company's subsidiary, AUO Display Plus Corporation, had a non-capital loan case for overdue accounts receivable from Avocor Technologies USA, Inc..
- Approved the Consolidated Financial Statements for the second quarter of 2025.
- Approved the adjustment of the investment structure of the Company's subsidiary, Dazhihui Technology Service (Suzhou) Co., Ltd., and the establishment of an employee stock ownership platform.
|
Except for the first proposal, which required Avocor to explain the accounts recovery plan and operation plan report, and the third proposal to actively strive for favorable solutions, all other proposals were approved and submitted to the board of directors for resolution.
|
All members attend the meeting.
|
|
2025/10/29
|
- Recognized the 2026 Year Audit Plan.
- Approved the amendment to the Internal control system.
- Approved the non-assurance service Item.
- Approved the overdue accounts receivable from BHTC GmbH, a subsidiary of the the Company, to its subsidiary BHTC (Shanghai) Co., Ltd., which was not a capital loan.
- Approved the Consolidated Financial Statements for the third quarter of 2025.
- Approved the disposal of factory real estate and vacant land in the dormitory by BriView (Xiamen) Co., Ltd., a subsidiary of the Company.
- Approved the Company's subsidiary, AUO Intelligent Mobility System (Xiamen) Co., Ltd., to acquire machinery and equipment.
- Approved the cancellation of the capital loan line between the Company and its subsidiaries, Konly Venture Corporation and Ronly Venture Corp. and approved the cash capital increase.
- Approved the Company's capital loan and cash capital increase to its subsidiary, AUO Smart Mobility Co., Ltd..
- Approved the Company's capital increase in the subsidiaries BHTC GmbH and BHTC Mexico S.A. de C.V.
- Approved the loan from the Company's subsidiary, AUO (Xiamen) Co., Ltd., to AUO Smart Mobility System (Xiamen) Co., Ltd..
- Approved the fund loan between group companies.
|
Except for Proposal 12, which was submitted for implementation six months later, the implementation results and benefits of this proposal were reported, and all other proposals were approved and submitted to the board of directors for resolution.
|
All members attend the meeting.
|
|
2025/11/14
|
Approved the disposal of the Company's real estate and related plant ancillary facilities.
|
Approved and submitted to the board of directors for resolution.
|
Ms. Yen-Hsi Lin attended the meeting as an independent director through another independent director, while the other four independent directors attended in person.
|
|
|
The operation of the Remuneration Committee
|
The 5th tenure: From June 17, 2022 to May 27, 2025.
The 6th tenure: From May 28, 2025 to May 27, 2028. The tenure is the same as the tenure of BOD.
The major matters of these communications in 2025.
|
Date
|
Content of motion
|
Resolutions and member opinions
|
The attendance of the members
|
|
2025/2/12
|
- Approved the amendments to the Articles of Incorporation.
- Approved the selection of applicable personnel for the "Management Rights Transition Protection Regulations".
- Approved the remuneration of directors and managers for the Year of 2024.
|
The Board of Directors approved all proposals based on the recommendations of the Remuneration Committee.
|
All members attend the meeting
|
|
2025/7/30
|
- Approved the "2026 Year Executive Remuneration Policy".
|
The Board of Directors approved all proposals based on the recommendations of the Remuneration Committee.
|
All members attend the meeting
|
|
|
The operation of the Corporate Governance and Nomination Committee
|
The 2nd tenure: From June 17, 2022 to May 27, 2025.
The 3rd tenure: From May 28, 2025 to May 27, 2028. The tenure is the same as the tenure of BOD.
The major matters of these communications in 2025.
|
Date
|
Important Resolutions
|
Resolutions and member opinions
|
The attendance of the members
|
|
2025/2/12
|
Reporting matters
- Corporate governance blueprint and Year calendar and director training course planning report.
- Year 2024 Board of Director, individual Board of Director members, and functional committees' internal performance evaluation reports and Board of Director external evaluation reports.
- Director Concurrently Situation and Independence of independent Director.
- Succession of senior managers at the level of President (including equivalent rank) or above plan.
|
Noted and no other suggestions.
|
All members attend the meeting.
|
|
Discussion items
- Approved the establishment of the 11th Board of Director and Functional Committees Seats, composition, and diversity policy proposals.
- Approved the nomination of candidates for the 11th director (including independent director) List case.
- Approved the recommendations of the members and conveners of the 11th Committee List case.
|
The Board of Director approved all resolutions based on the recommendations of the Corporate Governance and Nomination Committee.
|
All members attend the meeting.
|
|
2025/10/29
|
Reporting matters
-
Approved the establishment of the 11th Board of Director and Functional Committees Seats, composition, and diversity policy proposals.
-
Approved the nomination of candidates for the 11th director (including independent director) List case.
- Approved the recommendations of the members and conveners of the 11th Committee List case.
|
Noted and no other suggestions. |
All members attend the meeting. |
|
|
The operation of the Sustainability & ERM Committee
|
The first tenure: From March 11, 2024 to May 27, 2025.
The 2nd tenure: From May 28, 2025 to May 27, 2028. The tenure is the same as the tenure of BOD.
The major matters of these communications in 2025.
|
Date
|
Content of motion
|
Resolutions and member opinions
|
The attendance of the members
|
|
2025/2/12
|
Reporting matters
- Introduction of IFRS Sustainability Disclosure Standards: The Sustainability & ERM Exeutive Committee has established a cross-departmental task force and completed the trial preparation of the report one year ahead of schedule.
- Authorize future IFRS project progress reports to be submitted directly to the Board of Director.
|
Noted and no other suggestions
|
All members attend the meeting
|
|
2025/5/26
|
Reporting matters
- Routine reports
- The self-reduction plan for carbon fees selects the designated 42% reduction target plan by industry, 2025 climate risk identification/opportunity identification, and EPS Next 2030 stage achievement description.
|
Noted and no other suggestions
|
All members attend the meeting
|
|
Discussion items
- Approved the amendments to AUO's sustainability policy.
- Approved AUO's risk policy amendments and risk appetite statements.
- The results of the 2024 Sustainability Report preparation process were approved, and the official release is scheduled for June 30.
|
The Board of Director approved all resolutions based on the recommendations of the Sustainability & ERM Committee
|
|