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 Company’s CPAs 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 meetings.
  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 Audit committee completed the evaluation process on January 30, 2024, and submitted the evaluation results to the board of directors for approval on January 31, 2024.
  2. The Audit committee completed the evaluation process on February 12, 2025, and submitted the evaluation results to the board of directors for approval on February 13, 2025.
  3. The independence of the certifying accountants complies with the relevant regulations, including the Certified Public Accountant Act of the Republic of China and the Code of Professional Ethics for Accountants.
  4. The Company has not engaged the same certifying accountant 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 2024 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 1.5 hours. Over 35,000 employees have been trained in total, with a completion rate of 99.5%.

 

For new employees, each newcomer is required to participate in a 10-minute "Integrity Instruction Course" and sign the Integrity Declaration upon entry. In 2024, a total of 1,236 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 total training duration exceeds 200 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 the "Procedures for Handling Material Inside Information and Insider Trading Prevention", which prohibit internal personnel from trading securities based on unpublished market information. This serves as the basis for the company's major information handling and disclosure mechanisms. Additionally, the Company conducts periodic reviews of these procedures to ensure compliance with current laws, regulations, and practical management needs. The procedures are available for reference on the company's website.

 

For new directors and managers, our company conducts educational briefings on insider trading prevention within one month of their appointment. The training covers the scope of the prohibition of insider trading, the range of significant information that may impact stock prices and their disclosure methods, as well as associated penalties and legal regulations. During the annual shareholders' meeting held on May 28, 2025, the 11th Board of Directors was elected. On June 6 of the same year, all new directors received approximately 0.5 hours of legal compliance training, which included specific content on the prohibition of insider trading. In 2024, the company also organized corporate integrity training sessions for directors, all employees, and new hires to enhance awareness of fraudulent and unethical behaviors and to strengthen a culture of integrity within the organization.

 

The Company conducts educational briefings on Regulation No. 157-1 of the Securities and Exchange Act before the release of each quarterly operational results (note). These briefings are targeted at internal personnel and managers and employees in specific roles. The content includes reminders to maintain confidentiality during insider trading periods, the scope of the insider trading prohibition, the range of significant information that may influence stock prices and their disclosure methods, as well as relevant penalties and legal regulations. The purpose of these efforts is to effectively implement preventive measures against insider trading.

 

Note: The dates for the release of operational results in each quarter of 2024 are January 31, April 30, July 31, and October 31.

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 CEO, 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 2024, 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: 2025/3/30)

Shareholders’ Name

Holding Shares

Holding (%)

Qisda Corporation

530,878,896

6.92%

Trust Holding for Employees of AUO Corporation

445,443,335

5.81%

Quanta Computer Inc.

355,144,245

4.63%

Taiwan Cooperative Bank

229,300,000

2.99%

ADR of AUO

176,333,995

2.30%

New Labor Pension Fund

132,840,100

1.73%

Nan Shan Life Insurance Company, Ltd.

114,605,800

1.49%

Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Funds

83,457,039

1.09%

Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds

79,042,699

1.03%

Vanguard Fiduciary Trust Company Institutional Total International Stock Market Index Trust II

50,168,200

0.65%

 

 

Policy on Cross Shareholdings 

Policy on Cross Shareholdings

 

 

Welfare measures and retirement system
  1. Welfare measures and implementation 

 

(1)AUO provides a comprehensive insurance care plan. In addition to statutory insurance, all employees enjoy group insurance funded by the company. During business trips or overseas assignments, exclusive travel insurance is also provided, ensuring that employees have access to comprehensive safety protection wherever they are in the world.

 

(2)AUO has implemented an "Employee Stock Ownership Trust Plan," which offers employees a relative contribution reward of 100% to 150%. This plan not only provides a convenient and stable savings channel but also links the company's operations with the long-term benefits of its employees. The plan has received strong support from the majority of employees, with an overall participation rate consistently maintained at over 80%.

 

(3)In addition to the basic monthly salary, AUO provides bonuses for the Spring Festival, Dragon Boat Festival, and Mid-Autumn Festival. Each year, rewards are given based on the overall performance of the company, as well as team and individual performance, with flexible short- and long-term incentive plans tailored for various positions. These plans aim to share profit margins with employees, helping to attract, retain, and motivate talent, as well as to systematically cultivate high-quality personnel.

 

(4)To create a comfortable dining environment and provide healthy and diverse meal options, each facility is equipped with employee cafeterias that serve breakfast, lunch, dinner, and late-night meals, along with meal subsidies for employees. Additionally, the company monitors the sourcing of ingredients closely, incorporating locally sourced rice and offering vegetarian options. Circular diningware is used, and kitchen safety inspections are implemented to ensure that employees can eat with peace of mind while simultaneously practicing a low-carbon lifestyle.

 

(5)To promote work-life balance, each facility features a lifestyle plaza that includes convenience stores, cafes, pastry shops, fruit bars, and laundries. Seasonal sales events are launched during festivals, allowing employees to enjoy a strong festive atmosphere while taking a break from work.

 

(6)AUO has established "Wellness Centers" at each facility, focusing on employee health care programs tailored to the diverse needs of different age groups. Various health promotion initiatives are designed and implemented through a range of activities, ensuring the well-being of employees and creating a comprehensive health care mechanism that caters to their physical, mental, and spiritual health.

 

(7)Each facility is equipped with a fitness center known as the "Vibrancy Pavilion," which offers a variety of sports facilities including a gym, aerobics studio, basketball courts, badminton courts, table tennis, and billiards. A professional sports marketing team manages the center, and various sports classes are periodically offered based on employee demand, along with seasonal sports events to promote an active and engaging atmosphere. Additiona