|
The Diversity of Board of Directors
|
The BOD of AUO is composed of senior professionals and academic experts from the industry. All members possess professional competence and extensive industrial or managerial experience. According to its own operational status, business model, and development needs, it conducts regular reviews each year and sets specific diverse management objectives.
The specific management objectives and achievements of the Company's diversification policy
|
Item
|
2024 Management Objective
|
Achievements in 2024
|
|
Composition of Seats
|
Independent director seats account for half of all board seats.
|
Achieved
|
|
Gender
|
Directors of either gender to reach more than 1/3 of the director seats.
|
Achieved
|
|
Term of Service /age
|
- The independent directors shall not hold office for more than 3 terms. Could be extended to four times after review by the Corporate Governance and Nomination Committee.
- More than half of the independent directors serve no more than three terms.
- Directors shall be under the age of 74 at the time of appointment.
|
Achieved
|
|
Concurrently Situation
|
- It is advisable that the number of the directors who concurrently serve as the managers of the Company should not exceed one-third of the board seats.
- No independent director may concurrently serve as an independent director of more than three other public companies. (Including our Company, up to 4 companies.
- No Independence Director serve as director(including independence director) or supervisor more than five other TWSE/TPEx listed companies at the same time.
- Non-independent directors may concurrently serve as directors of no more than 5 publicly listed companies (including our Company, up to 6).
|
Achieved
|
|
Professional Skills
|
Including Technology industry, Technical research, Industrial Innovation, Financial Accounting, Financial investment, Corporate Sustainability, professional capabilities in risk management.
|
Achieved
|
|
Participation level
|
Director attendance rate is not less than 80%.
|
Achieved
|
|
The Company's fulfillment of diversification of members of the BOD in 2024
|
Name
|
Title
|
Gender
|
Age
|
Nationality
|
Term of Office
|
|
Below
3 years
|
3-9 years
|
Exceed 9 years
|
|
Shuang-Lang (Paul) Peng
|
Chairman
|
Male |
60-69
|
ROC
|
|
|
V
|
|
Frank Ko
|
Director
|
Male |
50-59
|
ROC
|
|
V
|
|
|
Chuang- Chuang Tsai
|
Director
|
Female
|
70-79
|
ROC
|
V
|
|
|
|
Han-Chou (Joe) Huang
|
Director
|
Male |
60-69
|
ROC
|
V
|
|
|
|
Chin-Bing (Philip) Peng
|
Independent Director
|
Male |
70-79
|
ROC
|
|
|
V
|
|
Jang-Lin (John) Chen
|
Independent Director
|
Male |
70-79
|
ROC
|
|
V
|
|
|
Chiu-Ling Lu
|
Independent Director
|
Female
|
60-69
|
ROC
|
V
|
|
|
|
Cathy Han
|
Independent Director
|
Female
|
50-59
|
ROC
|
V
|
|
|
|
|
Name
|
Title
|
Professional knowledge and skills
|
|
Technology industry
|
Technical research
|
Industrial Innovation
|
Financial Accounting
|
Financial investment
|
Corporate Sustainability
|
Risk Management
|
|
Shuang-Lang (Paul) Peng
|
Chairman
|
V
|
|
V |
|
|
V
|
V
|
|
Frank Ko
|
Director
|
V
|
V |
V |
|
|
|
V
|
|
Chuang- Chuang Tsai
|
Director
|
V
|
V |
|
|
|
|
|
|
Han-Chou (Joe) Huang
|
Director
|
V
|
|
V |
|
|
|
V |
|
Chin-Bing (Philip) Peng
|
Independent Director
|
V
|
|
|
V |
V |
|
|
|
Jang-Lin (John) Chen
|
Independent Director
|
V
|
V |
V |
|
|
|
|
|
Chiu-Ling Lu
|
Independent Director
|
|
|
|
V |
V |
V
|
|
|
Cathy Han
|
Independent Director
|
V
|
|
|
V |
V |
V
|
V
|
|
|
Name
|
Title
|
Number of Other Taiwanese Public Companies Concurrently Serving as an Independent Director
|
Employee Position
|
|
Shuang-Lang (Paul) Peng
|
Chairman
|
0
|
V
|
|
Frank Ko
|
Director
|
0
|
V |
|
Chuang- Chuang Tsai
|
Director
|
0
|
|
|
Han-Chou (Joe) Huang
|
Director
|
0
|
|
|
Chin-Bing (Philip) Peng
|
Independent Director
|
1
|
|
|
Jang-Lin (John) Chen
|
Independent Director
|
0
|
|
|
Chiu-Ling Lu
|
Independent Director
|
2
|
|
|
Cathy Han
|
Independent Director
|
2
|
|
|
|
The Major Board Resolutions
|
|
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
- 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 2024
|
Date
|
Meeting
|
Key points of communication
|
Communication and opinions of independent directors
|
|