The election methods of Directors (Independent Directors included):
The Articles of Incorporation of the Company stipulates the election of Directors (included Independent Directors) shall adopt a candidate nomination system.
The election process of Directors (Independent Directors included):
Before the 11th term of Directors expired, the Board of Directors resolved that the 2020 annual general shareholdings' meeting elected elected seven seats of the directors of the 12th term (three independent directors included) pursuant to the Articles of Incorporation of the Company. And the period of Directors' candidates nomination was from 2020/4/1 to 2020/4/14.
The results of election:
On June 12, 2020, the annual general shareholdings' meeting, the results of the Directors' election were as below:
The 12th term of Directors is from 2020/6/12 to 2023/6/11.
|Chairman||Kuo-Hsin (Michael) Tsai, Representitive of AUO Corporation||581,300,278|
|Director||Sheng-Kai (SK) Huang, Representitive of AUO Corporation||409,027,080|
|Director||Frank Ko, Representitive of AUO Corporation||409,057,198|
|Director||Hsuan-Bin (HB) Chen||323,165,964|
|Independent Director||I-Shih Chen||265,414,717|
|Independent Director||Huey-Juan Hsieh||223,035,141|
|Independent Director||Cheng-Chung Li||223,911,668|
To implement corporate governance, promote the function of Board of Directors, set up the target of performance and reinforce Board of Directors' operational efficiency, the Board of Directors of the Company approved the "Regulations Governing the Board Performance Evaluation" on Octorber 28, 2019. The performance assessment results of Board of Directors, members of Board of Directors and functional committees shall be finished before the first quarter of the next year. The affairs unit or executive unit conduct the internal performance assessment of Board of Directors, Directors, Audit Committee and Remuneration Committee. The assessment methods are included internal and members self-assessment.
The performance assessment of the Board of Directors include five major aspects: the degree of participation in the operation of the Company, enhancement of the Board’s decision-making quality, composition and structure of Board of Directors, election of directors and continuing education, and the internal control. There are 53 assessment indicators; The performance assessment of the Audit Committee and Remuneration Committee also include five major aspects: the degree of participation in the operation of the company, awareness of the duties of functional committees, improvement of decision quality of functional committees, composition and member election of functional committees and internal control. There are 25 and 21 assessment indicators respectively. The indicators for the performance assessment of the Board of Directors, directors and functional committees, are established based on the Company’s operation and demands and consistent and suitable for the Company to implement the performance assessment. The performance assessment of Board of Directors, Directors, Audit Committee and Remuneration Committee are conducted respectively. The outcomes may be categorized as “outstanding,” “fair” and “to be improved.”
The internal performance assessment with regards to the Board of Directors, Directors, Audit Committee and Remuneration Committee for 2020 have been completed. The outcomes of self-assessment are all “outstanding,” without any material defects to be improved on. The assessment outcomes are to be reported in the next Board meeting after completion to the Board of Directors, and intended to serve as the reference for the performance compensations to members of the Board of Directors and the functional committees.