| Name | Title | Major industrial/educational background |
|---|---|---|
| Kuo-Hsin (Michael) Tsai, Representitive of AUO Corporation | Chairman | Executive M.B.A., National Chiao Tung University President & COO, AUO Corporation Senior Vice President and General Manager of Video Solutions Business Group, AU Optronics Corp. |
| Frank Ko, Representitive of AUO Corporation | Director | Ph.D., Photonics, National Chiao Tung University CEO & President, AUO Corporation Chairman & CEO, E INK HOLDINGS INC. |
| Feng-Cheng Su | Director | Ph.D. , Materials Science and Engineering, State University of New York, Stony Brook Chairman, Lextar Electronics Corp. Vice President, AUO Corporation |
| I-Shih Chen | Independent Director | Master of Management Science, National Chiao Tung University Chairman, Apacer Technology Inc. Vice President, Acer Inc. |
| Huei-Shih Lung | Independent Director | Bachelor, Department of Business Administration, National ChengChi University Chairman, HsiangLung Investment Co. Ltd. Chairman, Aserve Technology Corp. Chief Accounting Officer, Acer Incorporated Independent Director and member of Remuneration Committee, AOPEN Incorporated Independent Director and member of Remuneration Committee, ProLight Opto Technology Corporation Independent Director and member of Remuneration Committee, Acer Cyber Security Incorporated |
The Board of Directors is in charge of instructing the Company's strategy, supervising the management, various operations and arrangements for the corporate governance system, taking accountability for the Company and the shareholders' meetings and exercising its functions pursuant to the laws and regulations and the Articles of Incorporation or resolutions of the shareholders' meetings.
According to the Company’s “Corporate Governance Principles”, the composition of the board of directors should consider diversity, and which stipulates that members of Board of Directors should possess the knowledge, skills and qualities of their duties. To achieve the ideal goal of corporate governance, the Board of Directors should possess the following abilities: operational judgement ability, accounting and financial analysis ability, operational management ability, crisis handling and risk management abilities, industry knowledge and global market view, leadership and decision-making abilities, financial management and information security ability, e.g.
The Board of Directors of the Company consists of five directors (including two independent directors) and the specific objectives and the achievement of diversity are as follows:
| Management target | Achievement |
|---|---|
| Independent Directors are more than one third | Achieved |
| Directors concurrently serving as the Company's managerial officers are fewer than one third of the board members | Achieved |
| At least one seat of female director | Achieved |
Diversifications of Board of Directors, please see as following table:
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The percentage of female directors of the Company is 20% and the average age of all directors is 63years.
Independence of Board of Directors:
The Board of Directors of the Company consists of five members, of which 20% of them has employee status. Three natural-person directors account for 60% of all directors. The term of office of one independent director is 3~9 years and the term of office of one independent director is more than 9 years. Independent directors are all in compliance with the regulations on independent directors of Financial Supervisory Commission. And the directors are all in compliance with Article 26-3, paragraph 3 and 4 of the Securities and Exchange Act when elected and during the term of office. There are no spouse, relative within the second degree of kinship between directors.
Reason of continuing to serve as an independent director for three consecutive terms of the Company:
The independent director has met the requirements of independence during his tenure, and has rich industry experience and the professional ability required for business execution, so that he can continue to provide supervision and professional advice by using his expertise to the Board of Directors. In consideration of the overall diversification of the members of the Board of Directors, he continues to serve as an independent director of the Company after the election.
Professional qualifications of directors and independence of independent directors
Note 1: A person shall not act as a managerial officer for a company, and if so appointed, must be immediately discharged if they have been:
- Convicted for a violation of the Statutes for the Prevention of Organizational Crimes and: has not started serving the sentence; has not completed serving the sentence; or five years have not elapsed since completion of serving the sentence, expiration of probation, or pardon.
- Convicted for fraud, breach of trust or misappropriation, with imprisonment for a term of more than one year, and: has not started serving the sentence; has not completed serving the sentence; or two years have not elapsed since completion of serving the sentence, expiration of probation, or pardon.
- Convicted for violation of the Anti-Corruption Act, and: has not started serving the sentence; has not completed serving the sentence; or two years have not elapsed since completion of serving the sentence, expiration of probation, or pardon.
- Adjudicated bankrupt or adjudicated to commence a liquidation process by a court, and having not been reinstated to his or her rights and privileges.
- Sanctioned for unlawful use of credit instruments, and the term of such sanction has not expired yet.
- If she/he does not have any or limited legal capacity.
- If she/he has been adjudicated to require legal guardianship and such requirement has not been revoked yet.
Note 2:
- Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.
- Not serving concurrently as an independent director on more than three other public companies in total.
- During the two years before being elected and during the term of office, meet any of the following situations: