|
The independence and suitability of CPAs
|
The Audit Committee of The Company regularly evalssuates the independence and suitability of CPAs yearly, and submits the evalssuation results to the Board of Directors.
The evalssuation mechanism is as follows:
- The CPAs of The Company are not related parties to The Company and the directors.
- The Company abides by the Corporate Governance Principles to handle the rotation of CPAs.
- 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.
- 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.
- Obtain an independent statement issued by CPAs on a regular basis.
- The Company includes the Audit Quality Indicators (AQIs) in the CPAs annual appointment evalssuation and the CPAs are required to report with the Audit Committee accordingly.
The assessments are as follows:
- The annual evalssuation 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.
- The annual evalssuation 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.
- 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.
- 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 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 evalssuate 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 (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
|
|
Welfare measures and retirement system
|
- 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.
- 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 evalssuate and calculate the labor retirement reserve and submit an actuarial evalssuation 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 2024 are as follows:
- Cultural Sustainability Promotion Month at the Xidatun Kiln Cultural Museum.
In 2020, AUO established the Xidatun Kiln Cultural Museum at its Taichung plant, using technology and multimedia to recreate the Qing Dynasty kiln-making process and showcase the natural and cultural heritage of the Dadu Mountain area. In 2022, the museum integrated solar panels and energy storage to transform the exhibition space into a fully green energy sustainable venue. After more than a decade of cultural preservation and promotion, the museum received the Exemplary Award from the ASSET Cultural Enterprise Awards in March 2024, gaining recognition from various sectors.
The cultural museum serves as a platform for AU Optronics to share its experiences in cultural preservation. With annual operating costs exceeding NT$1 million, it provides professional educators and volunteers to conduct guided tours, explanations, and courses, as well as to host large-scale sustainability events and community walking programs.
From March to April 2024, the Xidatun Kiln Cultural Museum will host "Cultural Sustainability Promotion Month," featuring a series of promotional activities divided into four chapters: (1) The Fuke Community Walking Program, incorporating SDGs indicators for learning; (2) The Intelligent AU Optronics Exhibition, integrating local culture and smart technology; (3) The Dadu Mountain Spring Cultural Tourism Experience, designed to create a cultural experience journey for families; and (4) The Zhongke Roaming Exchange Activities, which will include cultural and ESG local innovation sharing seminars. The events are expected to reach nearly 4,000 people, allowing employees and their families, government officials, customers, suppliers, schools, local communities, and the general public to engage with local culture and promote sustainability concepts to a wider audience.
- 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 2024, the invited groups include the Sheng Wuzhou Hand-Puppet Theatre, Ponay, and the Golden Leaf Coconut Oil Soup performance group, among others.
- Other Art and Culture Event Sponsorships
AUO has consistently supported cultural heritage because we firmly believe that a strong cultural foundation is essential for achieving societal sustainability. In 2024, we are supporting a local arts group in Taiwan, the Wan Sheng Orchestra, which promotes the performance of Taiwanese music using Western classical instruments, conveying a profound affection for the land of Taiwan. This year, we are contributing over NT$1.5 million to this initiative, providing opportunities for employees, suppliers, customers, and long-term partners to participate in the concerts together.
In addition, AUO actively connects with the arts ecosystem to explore the potential applications of advanced display technology in diverse fields. We are sponsoring the following art curatorial activities with a total investment of NT$3.1 million.
Taipei International Art Fair
We participated in one of the largest art fairs in the Asian region. Through collaboration with The Chain Museum in Japan, we co-curated an exhibition showcasing works from emerging Japanese artists as well as renowned domestic artists via multiple lifelike digital displays. Additionally, we collaborated with several generative artists to present vibrant and complex digital-native creations. The lifelike displays faithfully capture the intricate details of dynamic images and the diverse range of colors. We also worked with artist Yuan Hui-Li to introduce Taiwan's first-ever dynamic image collage technique using the unique "Yuan-style brushwork." This technique showcases an ultra-detailed quality reminiscent of moving landscape paintings, allowing viewers to engage with the playfulness of calligraphy and painting works, thus creating a fresh and immersive digital display experience. This collaboration became a significant highlight of the art fair.
AKACHEN Art Jewelry International Diplomacy:
The renowned domestic art jewelry brand AKACHEN showcases its titanium art jewelry in combination with FindART's 85-inch museum-grade art display technology. Each piece is meticulously crafted, allowing the essence, textures, and interplay of light and shadow to come to life. This exhibition has been touring various locationsss, including the Dumbarton Oaks in Washington, D.C., the Bowers Museum in the United States, and the Houston Museum of Natural Science. By merging art jewelry with cutting-edge technology, it presents a groundbreaking milestone for 21st-century jewelry on the international stage.
ART Basel Paris Exhibition:
We assisted the renowned domestic photographer and mixed media artist Wu Tianzhang in showcasing his video art piece "Goodbye Spring and Autumn Pavilion" through an 85-inch digital art collection. This display highlights Taiwan's history, black comedy, and kitsch objects, creating a unique Taiwanese style that blends humor with melancholy. This work was featured at the internationally acclaimed ART Basel art fair, presenting the spirit of Taiwanese artistry with its distinct and intriguing charm.
Fubon Art Museum Van Gogh Special Exhibition:
Leveraging museum-grade art display technology, this exhibition collaborates with the Netherlands' Kröller Müller Museum, which holds one of the world's largest collections of authentic Van Gogh works. Utilizing high-fidelity 32-inch technology, the exhibition faithfully reproduces three pieces that could not be loaned to Taiwan, including Van Gogh's "Café Terrace at Night." This allows the public to appreciate the exhibition without compromise, enjoying the intricate details of color, texture, and the creative process of this renowned artist, all within a cohesive curatorial experience.