Corporate Sustainability Responsibility
Governance
Board of Directors
The duties of AUO’s Board of Directors include: Supervising the Company’s strategy, monitoring the management and the operation, and arrangement of the corporate governance system. It is also responsible for the Company and the Shareholders’ Meeting, and exercises its powers in accordance with the law, the regulations of Articles of Incorporation, or the resolutions of the Shareholders’ Meetings. In addition, through the disclosure of the Directors’ attendance at Board Meetings and interest avoidance status in the annual report, the requirements of each Director’s own responsibilities and obligations are emphasized to ensure the performance of Company monitoring and management.
Board of Directors implements diversity
In accordance with the Company’s Corporate Governance Code, the board’s composition must consider the diversity. Company managers cannot make up more than one-third of the seats on the board, and appropriate diversity guidelines with regard to its operations, business situation and development needs must be drawn up to include standards regarding at least but not limited to the following two aspects:
- Basic conditions and values: gender and age.
- Specialist knowledge and skills: Specialist background, specialist skills, and industry experiences, etc.
In the end of October, 2019, the members of the Board of Directors and functional committees and the responsible departments for Board of Directors meetings has processed internal performance evaluation on the “Board of Directors”, “Audit Committee”, and “Remuneration Committee”.
The performance of the Board of Directors is assessed annually
Internal self-evaluation
more details
External assessments
more detailsOur Company has commissioned the Taiwan Corporate Governance Association to carry out an external assessment of its Board’s efficacy, especially with regard to aspects of the Board: composition, leadership, authority, supervision, communication, internal control and risk management, self-discipline and supportive systems. The assessment is carried out through an online questionnaire and site visits and the results are used to improve the Board’s functioning.
The scope of the assessment of the Board of Directors includes 45 indicators that fall under five aspects: level of participation in Company operations, enhancing quality of decision-making from the Board, composition and structure of the Board, nomination of Directors and continuing education as well as internal control. The scope of the assessment of the Audit Committee and Remuneration Committee include 23 and 19 indicators respectively that also fall under five aspects: level of participation in Company operations, Duties understanding of the functional committees, enhancing quality of decision-making from the functional committees, composition and nomination of the functional committees as well as internal control. Performance evaluation on the “Board of Directors”, “Audit Committee”, and “Remuneration Committee” were processed respectively and the assessment results will be classified into three levels: Exceeding Expectations, Meets Expectations, and Room for Improvement.
In 2019, the self-assessment results of the “Board of Directors”, “Audit Committee”, and “Remuneration Committee” were rated as "Exceeding Expectations" and no material improvement items were found. The evaluation results will submit to the Board of Directors in the first Board meeting in 2020 and will be as a reference for members of the Board of Directors and functional committees on their performance, compensation and nomination renewal. At the same time, the company also referred to the directors' recommendations, and at the end of 2019, the board of directors approved the establishment of a corporate governance committee to establish an appropriate and adequate functional committee.
Overall results
- The result of the Board’s internal self-assessment was“exceeding the standards.”
- The Board members are experts, autonomous and diverse
- The Board of Directors oversees the operational departments’ planning and implementation of sustainability-related issues and the Company Leads the industry by being the first to appoint a Chief Sustainability Officer.
The Board of Directors proactively implements sustainability governance, is deeply involved in the Company’s operations, and exhibits a high degree of self-discipline.
Please click here to view the external assessment statement from the Taiwan Corporate Governance Association
Status
The Committee performs its duties based on the Plan-Do-Check-Act (P-D-C-A) cycle. Feedback will be given to each team at the end of a year, and each team is delegated to evaluate and review response measures and to establish target projects, which will be launched after chairperson confirmation at the annual conference during the subsequent year.
In 2018, CSR Committee convened four times, and each team reports and reviews its operational effectiveness to the Committee chairperson, as well as topics of concern from the stakeholders on a quarterly basis. Information will be compiled and submitted to the Board of Directors in the first Board meeting each year.
Integrity Management
To strengthen the management of integrity operations, AUO had its HR Headquarters implement and monitor the execution of integrity operations policies and corruption prevention solutions. The HR Headquarters reports to the Board of Directors at least once a year.
This integrity operations includes each new employee is required to attend an advocacy session on AUO Integrity Policy and sign a declaration of integrity. In addition, Global Integrity Advocacy Week is held annually to promote relevant information on integrity. Furthermore, divisions that engage closely with suppliers or are involved in supplier affairs have been identified as in positions of high integrity risk, for which the employees of these divisions are required to undergo mandatory training on an annual basis. This training covers reporting of conflict of interest and law compliance courses. On the other hand, AUO suppliers and subcontractors are required to sign a Statement of Compliance with AUO Supplier/Subcontractors Code of Conduct.
