BOD & Committee Practices

The Diversity of Board of Directors

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.

 

Specific Management Goals and Achievements of the Company's Board Diversity Policy

Board diversity criteria

2024 Management Objective

Achievements in 2024

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.

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.

Achieved

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

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 2024

Board of director

Audit committee

Remuneration committee

Corporate governance and

nomination committee

Sustainability and risk management committee

100%

100%

100%

100%

100%

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

      V V 

3-9 years

    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

1

0

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 V  V 

3-9 years

  V        

Exceed 9 years

          
Professional knowledge and skills  Technology industry  V   V  V  V 
Technical research  V       V 

Industrial Innovation

 V        

Corporate Sustainability

 

  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

2

2

2

2

Concurrent Managerial Position

 

      

 

 

The Major Board Resolutions

The Major Board Resolutions of 2024

The Major Board Resolutions of 2023

 

 

Communications between the independent directors, the head of Internal Auditor and the CPAs

Communications between the independent directors, the head of Internal Auditor and the CPAs

  1. 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.
  2. 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.
  3. 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 2024

Date

Meeting

Key points of communication

Communication and opinions of independent directors

2024/1/30

Audit Committee

The findings of the audits on the Company’s financial statements for 2023.

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

2024/4/29

Audit Committee

The findings of the review on the Company’s consolidated financial statements for the period ended March 31, 2024.

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

2024/7/30

Audit Committee

The findings of the review on the Company’s consolidated financial statements for the period ended June 30, 2024.

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

2024/10/30

Audit Committee
(closed door session)

Final audit communication report.

Noted and no other suggestions.

2024/10/30

Audit Committee

The findings of the review on the Company’s financial results for the period ended September 30, 2024.

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

 

 

The summary of the communications between the independent directors and the internal auditors

 

The major matters of these communications in 2024

Date

Meeting

Key points of communication

Communication and opinions of independent directors

2024/1/30

Audit Committee

1. The findings of the internal audit reports for the fourth quarter of 2023.

2. 2023 Statement of Internal Control System.

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

2024/4/29

Audit Committee
(closed door session)

The findings of the Self-Inspection Execution Report for the second half of 2023.

Noted and no other suggestions.

2024/4/29

Audit Committee

The findings of the internal audit reports for the first quarter of 2024.

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

2024/7/30

Audit Committee

The findings of the Self-Inspection Execution Report for the first half of 2024.

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

2024/10/30

Audit Committee
(closed door session)

The findings of the Self-Inspection Execution Report for the first half of 2024.

Noted and no other suggestions.

2024/10/30

Audit Committee

1. The findings of the internal audit reports for the third quarter of 2024.

2. Annual audit plan of 2025.

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

 

The operation of the Audit Committee

The sixth tenure：From June 17, 2022 to June 16, 2025. The tenure is the same as the tenure of the BOD.

 

The major matters of these communications in 2024

Date

Content of motion

Resolutions and member opinions

The attendance of the members

2024/1/30
  1. Approval of the Disposal of Common Shares of Qisda Corporation
  2. Acknowledgment of the "Statement on Internal Control System"
  3. Approval of the Non-Assurance Services Provided by the Certified Public Accountant
  4. Approval of the 2023 Financial Statements
  5. Approval of the 2024 CPA Appointment, Service Items and Fees
  6. Approval of the Disposal of Equipment by Singapore Subsidiary AFPD Pte. Ltd.

Approved and submitted to the Board of Directors for resolution.

All members attend the meeting

2024/3/11
  1. Approval of the 2023 Business Report and the 2024 Business Plan
  2. Approval of the 2023 Earnings Distribution
  3. Approval of the Company's Indirect Capital Increase in UP Water Corporation
  4. Approval of the Loan from Subsidiary AUO (Slovakia) s.r.o. to Behr-Hella Thermocontrol GmbH
  5. Approval of the Capital Increase by Subsidiary AUO (L) Corp. in Subsidiary AUO (Slovakia) s.r.o.
  6. Approval of the Company's Capital Increase in Behr-Hella Thermocontrol GmbH
  7. Approval of the Loan from Subsidiaries AUO (Suzhou) Co., Ltd. and AUO (Xiamen) Co., Ltd. to Behr-Hella Thermocontrol (Shanghai) Co., Ltd.
  8. Approval of the Non-Assurance Services Provided by the Certified Public Accountant

Approved and submitted to the Board of Directors for resolution.

All members attend the meeting

2024/4/29
  1. Approval of the Q1 2024 Consolidated Financial Report
  2. Approval of the Loan Transactions between the Company and its Subsidiaries “AUO (Labuan) Corporation, AUO (Suzhou) Co., Ltd., AUO (Xiamen) Co., Ltd., AUO (Kunshan) Co., Ltd., and BHTC (Shanghai) Co., Ltd.”
  3. Approval of the Loan from the Company to its Subsidiary AUO Digitech Taiwan Inc.
  4. Approval of the Loan from Subsidiary BHTC GmbH to its Subsidiary Behr-Hella Thermocontrol EOOD and the Issuance of a Bank Guarantee for Subsidiary BHTC Mexico S.A. de C.V.

Approved and submitted to the Board of Directors for resolution.

All members attend the meeting

2024/6/6

Approval of personnel matters for the managers.

Approved and submitted to the Board of Directors for resolution.

All members attend the meeting

2024/7/30
  1. Approval of the Q2 2024 Consolidated Financial Report
  2. Approval of AUO Display Plus Netherlands B.V.’s Acquisition of Equity in Avocor Technologies USA, Inc.
  3. Approval of AUO Kunshan Co., Ltd., a Subsidiary of the Company, to Purchase Real Estate
  4. Approval of the Company’s Loan to Its Subsidiary, AUO Crystal Corporation
  5. Approval of BHTC GmbH’s Issuance of a Bank Guarantee for Its Subsidiary, BHTC Mexico S.A. de C.V.
  6. Approval of the Engagement of the CPA Firm for Non-Audit Services

 

Except for Proposal 2, for which three recommendations were made to seek more favorable terms, all other proposals were approved as presented and submitted to the Board of Directors for resolution.

All members attend the meeting

2024/8/27
  1. Approval of the Company's Disposal of Tainan Plant Real Estate
  2. Approval of the Disposal of Part of Houli Plant Real Estate by AUO Crystal Corporation, a Subsidiary of the Company

 

Approved and submitted to the Board of Directors for resolution.

All members attend the meeting

2024/10/30
  1. Approval of the "2025 Audit Plan"
  2. Amendment of the "Internal Control System"
  3. Approval of the Q3 2024 Consolidated Financial Report
  4. Approval of the Engagement of the Certifying CPA for Non-Assurance Services
  5. Approval of the Amendment to the Audit committee Charter
  6. Approval of that the Accounts Receivable of Avocor Technologies USA, Inc. to Avocor Limited is Not Considered a Fund Loan
  7. Approval of the Company and its subsidiary, Konly Investment Co., Ltd., plan to participate in the establishment of StarShining Energy Investment Holding Co., Ltd. through a share swap with Stellar Energy Co., Ltd.
  8. Approval of the investment structure adjustment of the North American subsidiary of the Company's subsidiary, AUO Display Plus Co., and the acquisition of ComQi shares
  9. Approval of the disposal of investments
  10. Approval of the cash capital increase and/or fund lending to subsidiaries of the Smart Service Business Group by the Company and its subsidiaries
  11. Approval of the establishment of the record date for the capital reduction through treasury stock cancellation
  12. Approval of the appointment of an independent expert

Approved and submitted to the Board of Directors for resolution.

All members attend the meeting.

 2024/11/21

  
  1. Approval for the company to spin off its Smart Mobility Division and transfer it to a wholly-owned subsidiary, along with the spin-off plan.
  2. Approval for the Company to authorize the relevant subsidiaries to carry out organizational adjustments related to the Smart Mobility business in China.
  3. Approval for the Company to authorize the relevant subsidiaries to carry out organizational adjustments related to the Smart Mobility business in the United States and Japan.
  4. Approval to conduct a cash capital increase in BHTC GmbH.

Except for the recommendation that the approval of Proposal 1 should be a prerequisite for handling Proposals 2 and 3, all other proposals were approved as proposed and submitted to the board of directors for resolution.

All members attend the meeting.

The Audit Committee Resolutions of 2023

 

 

The operation of the Remuneration Committee

The fifth tenure: From June 17, 2022 to June 16, 2025. The tenure is the same as the tenure of BOD.

 

The major matters of these communications in 2024

Date

Content of motion

Resolutions and member opinions

The attendance of the members

2024/3/11
  1. Approved the amendments to “Shareholding Regulations to senior executives ".
  2. Approved the selection of applicable personnel for the “Measures for the Protection and Conversion of Management Rights ".
  3. Approved the 2023 Remuneration to directors and senior executives.

Approved and submitted to the Board of Directors for resolution.

All members attend the meeting

2024/6/6
  1. Approved the personnel case of the senior executive.

Approved and submitted to the Board of Directors for resolution.

All members attend the meeting

2024/10/30
  1. Approved the “2025 Senior Executives Remuneration Policy".

Approved and submitted to the Board of Directors for resolution.

All members attend the meeting
The Remuneration Committee Resolutions of 2023

 

 

The operation of the Corporate Governance and Nomination Committee

The second