その他コーポレートガバナンス関連情報

The independence and suitability of CPAs

The Audit Committee of The Company regularly evaluates the independence and suitability of CPAs yearly, and submits the evaluation results to the Board of Directors. 

The evaluation mechanism is as follows:

  1. The CPAs of The Company are not related parties to The Company and the directors.
  2. The Company abides by the Corporate Governance Principles to handle the rotation of CPAs.
  3. Prior to the appointment of annual audit services, the firm of CPAs is required to obtain the approval of the Audit Committee. Before the appointment of non-audit services, the firm of CPAs shall confirm the requirements for independence are met and report to the independent directors in quarterly Audit Committee meeting.
  4. The CPAs shall report to the Audit Committee on the compliance with the independent standards and their review or audit results on a quarterly basis.
  5. Obtain an independent statement issued by CPAs on a regular basis.
  6. The Company includes the Audit Quality Indicators (AQIs) in the CPAs annual appointment evaluation and the CPAs are required to report with the Audit Committee accordingly.

 

The assessments are as follows:

  1. The annual evaluation was completed by the Audit Committee on February 7, 2023 and the result was reported to the Board of Directors and approved on February 8, 2023.
  2. The annual evaluation was completed by the Audit Committee on January 30, 2024 and the result was reported to the Board of Directors and approved on January 31, 2024.
  3. The independence between the CPAs and the Company complies with the Accounting Act of the Republic of China, The Norm of Professional Ethics for Certified Public Accountant and other relevant regulations.
  4. The Company has not appointed the same CPA for certification for five consecutive years.

 

 

Full- (or part-) time unit of Corporate Social Responsibility and Ethical Corporate Management

Full- (or part-) time unit who sets into action and the operation and implementation status of the unit

Ethical Corporate Management &Prohibition of Insider Trading

Ethical Corporate Management:
In order to improve the administration of integrity management and establish a corporate culture with integrity management, the board of directors approved the "AUO Ethical Corporate Management Principles" , which is the Company's highest integrity policy. The Company also establishes “AUO Enterprise Integrity Policy” and “AUO Declaration Regulations for Conflict of Benefits”. HR Headquarter is responsible for formulating the ethical management policy and preventive measures as well as supervising their implementation and to report to the directors regarding the implements in the first board meeting each year.

 

The implements of the integrity operations include：Introduction and signing of the Corporate Integrity Handbook, global promotion of "Integrity AUO People", online integrity and compliance courses, conflict of interest declaration process, clean job inventory, and signing and regular promotion training of the "Supplier/Outsourcer Code of Conduct". Among these, the company conducts integrity governance training courses for directors and all employees through the education and training mechanism. The content includes prevention of the seven unethical behaviors in the listed companies' integrity management principles, while strengthening the promotion of the company's integrity policy, prohibiting unfair competition behavior and leaking trade secrets.

 

The 2023 training course aims to promote compliance with relevant laws and regulations, including the Company Act, Securities and Exchange Act (including prevention of insider trading), Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest and other related acts. A total of 9 directors have completed the training, with a training duration of 2 hours. The education and training for all employees have be launched in December 2023, with a total of 36,915 participants worldwide. Employees in Taiwan have completed the training, and it is expected to reach 100% by February 2024.

For new employees, each newcomer is required to participate in a 10-minute "Integrity Instruction Course" and sign the Integrity Declaration upon entry. In 2023, a total of 905 individuals have completed the New Employee Integrity Course and signed the commitment. The course covers topics such as corporate integrity policies, insider trading laws, antitrust laws, and competition regulations. The signing rate is 100%, and the total training duration exceeds 150 hours.

 

As for internal employees and suppliers, they regularly disseminate integrity cases at least 3 times a year through internal announcements and letters, and for contractors, they are disseminated on a regular basis through contractor meetings to remind colleagues and stakeholders of the company's commitment to integrity in business. In order to prevent dishonest behavior, a regular oversight mechanism is used to require all company executives and integrity function staff to make a "Declaration of Conflict of Interest".

 

Prohibition of Insider Trading:
The Company has established " Management Procedure for Insider Trading Prevention", and in accordance with the regulations of the Taiwan Stock Exchange, on October 26, 2022, the board of directors revised the “Procedures for Handling Material Inside Information and Insider Trading Prevention”, to prohibit internal personnel from buying or selling securities by using undisclosed information to the public, and as reference for the Company's handling and disclosure of material information, the Company also reviews the Procedures from time to time to comply with present laws and practical management needs. The Procedures can be found on the Company's website.

The Company will enforce promotions pertaining to insider trading preventive management, including regulations of insider trading, the scope of the information that will have a material impact on the price of the securities, the means of its disclosure and related matters, for any new director and senior managers within one month of his/her appointment. On June 1, 2022, the company conducted a 0.5-hour legal compliance promotion (including the prohibition of insider trading) to all new directors. In 2023, the Company has arranged Integrity Training Course for directors and all employees (including new hires) to provide relevant education and publicity on the prevention of dishonest behaviors.

The Company has also reminded insiders, relevant managements, and colleagues governed by the provisions of Article 157-1 of the Securities Exchange Act before the quarterly operating results are published to specify implementation of propaganda to prevent insider trading. The content includes reminders during the silence period, the applicable scope and objects of the prohibition of insider trading, the scope and disclosure methods of information that significantly affects stock prices, penalties and legal provisions, etc., to specifically implement the prevention of insider trading.

 

Information date：2023

Corporate Integrity Training Course - Strengthen the prevention and promotion of seven major dishonest behaviors

9 directors and 35,000 employees have completed

(The director completion rate is 100%；the overall employee completion rate is 99%)

Integrity Declaration

Signing rate: 100%

New employee corporate ethics course and the integrity declaration

Signing rate: 100%

Reminder of prohibition from insider trading

160 individuals

Reminder of the integrity commitment of contractors and suppliers who have signed the code of conduct

4,887 companies

Suppliers whose integrity implementation has been audited

61 companies

Conflict of Interest Declaration Procedure

2,466 individuals have completed the declaration

 

Individuals involved in our company’s various business operations can report any instances that violate integrity and ethics through the following channels:

 

  • Internal: Direct supervisor, mailbox of CEO
  • External: Reporting System for Violation of Ethical Conduct (http://integrity.ab1.sztuolian.com)
  • Mailbox of Audit Committee (auditcommittee@sztuolian.com)

 

The Company has established the "Procedures for Violation of Ethical Conduct" and “Policy and Procedures for Complaints and Concerns Regarding Accounting, Internal Accounting Controls or Auditing Matters” which include guidelines for filing complaints, designates responsible units for case handling, and outlines the incident management process. The Audit Committee is responsible for reviewing the reported cases. We strictly adhere to data privacy protection and strictly prohibit any retaliatory actions against employees who make reports.

Corporate Social Responsibility

& Risk management

The balancing development of enterprise management and green sustainability is the philosophy of AUO's sustainable operation. While pursuing a robust corporate structure, it invests more long-term resources in environmental protection and social participation issues. The Sustainability Committee established in 2013 is AUO’s highest governing body for sustainable development, actively integrating the United Nations Sustainable Development Goals (SDGs) and corporate core competitive strategies, valuing value chain collaboration, and actively implementing global partnership relationships. It aims to be a leader in corporate sustainable development, focusing on creating more shared value.

 

In response to global climate actions towards net-zero carbon emissions in 2021, the Committee was renamed the ESG and Climate Committee. The ESG and Climate Committee is chaired by the Chairman of the Board and the Group Strategy Officer, with the position of Sustainability Officer, and is operated by the Sustainability Management Department. Based on the substantive importance of operations, eight sub-committees have been set up under its jurisdiction, led by Deputy General Managers as the chairpersons, to lead the sub-committees’ operations and cross-unit cooperation. Corporations will unfold the vision and blueprints into team goals and plans, review them monthly, report to the Chairman every quarter on significant decision-making issues, and report to the Board annually following the Sustainable Development Code. The chairperson of the "ESG and Climate Committee" reports to the board on the results of sustainable development and future work plans. 

 

In 2023, two reports were made to the board of directors, including the identification of sustainable issues that need attention, the formulation of responsive action plans, goal setting, and policy revision for sustainable issues. The board must evaluate the reasonableness and feasibility of strategies and goals, and regularly review the progress of strategy and goal promotion, to supervise the implementation of sustainable management matters, and urge the execution team to make necessary adjustments when needed.

 

In addition, in response to new current issues, sustainability policies and developments, discussions, creative thinking, and project resource communication are carried out irregularly through the Secretary Exchange Meeting.

 

On March 11, 2024, our company formally established the Sustainability & ERM Committee under the jurisdiction of the Board of Directors. The committee is to assist the board in ongoingly pushing forward corporate sustainability and risk governance, fulfilling the purposes of sustainable management, and integrating/improving risk management operations. This way, the board directors can understand operation status better, and allocate and assign ample and appropriate resources, enabling effective execution of enterprise risk management. The mechanism and culture of suitable risk management are established to oversee and ensure the functioning efficiency of the overall enterprise risk management mechanism.

 

Top 10 Shareholders

Top 10 Shareholders (Record Date of shareholder’s meeting: 2024/4/1)

Shareholders’ Name

Holding Shares

Holding (%)

Qisda Corporation

530,878,896

6.90%

Trust Holding for Employees of AUO Corporation

420,626,422

5.46%

Quanta Computer Inc.

355,144,245

4.61%

Yuanta Taiwan Dividend Plus ETF

307,842,017

4.00%

ADR of AUO

183,617,205

2.38%

New Labor Pension Fund

127,049,500

1.65%

Nan Shan Life Insurance Company, Ltd.

119,776,800

1.56%

VANGUARD EMERGING MARKETS STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS

86,381,039

1.12%

JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds

73,614,699

0.96%

Government of Singapore

67,944,400

0.88%

 

 

Policy on Cross Shareholdings 

Policy on Cross Shareholdings

 

 

Welfare measures and retirement system
  1. Welfare measures and implementation

               

    (1) Employees are entitled to labor insurance, national health insurance and group insurance from the date of arrival.

    (2) The Company has set up the "employee stock ownership trust Plan", which provides relatively allocated bonuses to help employees save small amounts for a long time and establish personal short, medium and long-term flexible fund utilization or financial planning.

    (3) In addition to the basic monthly salary, annual bonuses such as Mid-Autumn Festival, Dragon Boat Festival and Spring Festival are provided. According to the company's overall operation, team and individual performance, various short-term and long-term reward and incentive schemes are designed according to different job flexibility, and the profit surplus is shared with employees, so as to attract, retain, motivate and plan to cultivate high-quality talents.

    (4) All the factories of the Company have staff canteens, which provide breakfast, lunch, dinner and midnight snack, and provide meal subsidies.

    (5) The Company has a life plaza, including convenience store, coffee shop, bakery, fruit bar and laundry. In addition, special sales activities are also launched from time to time to provide affordable consumption.

    (6) The Company has set up "Wellness Center" in each factory, and the medical team composed of professional doctors and nurses will provide health care for colleagues through various health promotion activities, and create an all-round physical, mental and spiritual health care mechanism.

    (7) The Company has a fitness center in each factory, which is managed by a professional health management team. In addition to the permanent stadium, fitness equipment and sports classroom, various sports courses are offered irregularly according to the needs of colleagues.

    (8)The Company has established the Employee Welfare Committee, which is responsible for the planning and implementation of various welfare programs with the aim of taking care of employees' living, promoting physical and mental health and maintaining harmony between employers and employees. Through a complete welfare system and various employee activities, it has continuously promoted employee welfare business, such as sports season, festivals, community activities, employee travel, etc., and provided various welfare subsidies such as emergency assistance, hospitalization condolences, weddings, funerals and celebrations.

     

  2. Retirement system and implementation

               

    (1) The Company has a retirement policy for employees.

    (2) In August 1997, the Labor Retirement Reserve Supervision Committee was established, and in May 1998, the pension was set aside, and the monthly pension was set aside at 2%~15% of the total monthly salary.

    (3) Since July, 2005, the new system of labor pension has been implemented according to law.

    (4) In accordance with the provisions of Bulletin No.19 of International Accounting Standards, an actuary is entrusted to evaluate and calculate the labor retirement reserve and submit an actuarial evaluation report.

 

 

Cultural Development Achievements

AUO is committed to promoting a corporate culture that merges technology and humanities. We continuously support cultural development in various aspects such as business promotion, event organization, and the creation of a happy workplace. Specific examples for 2023 are as follows:

 

  1. Cultural Music Festival at Xidun Kiln Cultural Center

n 2020, AUO established the Xidun Kiln Cultural Center at our Taichung factory where we employ technology to recreate the kiln production process of the Qing Dynasty and to display the natural humanities of Dadu Mountain. The Cultural Center is a space where AUO shares experiences in preserving culture. Each year, we invest more than one million dollars in operating costs to offer guided tours by professional environmental educators, large-scale events, and reading courses. In May 2023, AUO will host a Cultural Music Festival at the Xidun Kiln Cultural Center, inviting employees, government officials, clients, suppliers, schools, communities, and the general public to immerse themselves in local culture through music concerts and lifestyle festivals.

  1. AUO's Life Feast

To foster a happy working environment and promote the amalgamation of work and life for employees, AUO organizes "life feasts," arts and culture events that cost over a million dollars each year. We invite experts from various fields to encourage employee participation and promote humanities literacy through exhibitions and speeches, providing them with a source of positive energy. In 2023, invited groups will include the Northern Lights Percussion Group and the Minghua Yuan Troupe.

  1. Supporting Indigenous Cultural Development

In the 2023 Touch Taiwan Exhibition, AUO will feature an exhibit showcasing the beauty of the Bunun Tribe singing around a campfire through our high-definition ALED technology and superior audio quality, investing over four million dollars to commemorate the beautiful eight-part polyphony, detailed starry sky, and Bunun tribal totems (Video link: http://www.youtube.com/watch?v=Y-QvXZf1G1Y)

  1. Other Art and Culture Event Sponsorships

AUO actively aligns with the art ecosystem and expands the possibilities of advanced display technologies in various fields. We have sponsored art curating events with a budget of 4.8 million dollars, including:

  • Taoyuan Science and Art Festival: Artists utilized the most advanced AI technology and combined it with AUO's FindARTs' 85” faux art screen and exclusive A.R.T. Advanced Reflectionless Technology, transcending hardware limitations and displaying an unseen effect with a painterly texture to audiences.
  • Double Fusion Domain AMBI SPACE ONE," Taiwan's first 5G+4K full-immersive digital performance: Featuring FindARTs' museum-grade art display technology to showcase realistic artist paintings and inviting audiences into a diverse exhibition space to experience top-quality sensory immersion.