Other Governance Information

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 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 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(Note) 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.

 

(Note): Execution dates for the quarterly operational results announcements in 2024: January 31, April 30, July 31, 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 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 unde