BOD & Functional Committees

Board of Directors Major Board Meeting Resolutions Performance Rating The Audit Committee Compensation Committee
Board of Directors
The Twelfth Term of Board of Directors
NameTitleMajor industrial/educational background
Kuo-Hsin (Michael) Tsai, Representitive of AUO CorporationChairmanExecutive 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.
Sheng-Kai (SK) Huang, Representitive of AUO CorporationDirectorMaster of Business Administration EMBA, National Taiwan University
Master of Physics, National Cheng Kung University
Chairman & President, U-Fresh Technology Inc.
Vice President of Circular Economy, AUO Corporation
Vice President of Manufacturing Integration Room, AU Optronics Corp.
Frank Ko, Representitive of AUO CorporationDirectorPh.D., Photonics, National Chiao Tung University
President & COO, AUO Corporation
Chairman & CEO, E INK HOLDINGS INC.
Hsuan-Bin (HB) ChenDirectorBachelor, Institute of Communications Engineering, National Chiao Tung University
Vice Chairman, CEO and President, AUO Corporation
Chairman, Lextar Electronics Corp.
I-Shih ChenIndependent DirectorMaster of Management Science, National Chiao Tung University
Chairman, Apacer Technology Inc.
Vice President, Acer Inc.
Cheng-Chung LiIndependent Director

Ph.D., Materials Engineering, National Chiao Tung University
Master of Business EMBA, Stanford University
Deputy General Director of Electronic and Optoelectronic System Research Laboratories, Industrial Technology Research Institute
Deputy Director of Display Center Director Room, Industrial Technology Research Institute

Huei-Shih LungIndependent DirectorBachelor, 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
Diversification of the Directors

The Company has established the “Corporate Governance Principles” which stipulates that members of Board of Directors should generally possess the knowledge, skills and qualities of their duties. To achieve the desired goal of corporate governance, the Board of Directors should possess the following skills: operational judgement skill, operational management skill, crisis handling and risk management skills, industry knowledge and global market view, leadership and decision-making skills, financial management and information security skill, e.g.
The Board of Directors of the Company consists of seven directors (including three independent directors) and the specific objectives and the achievement of diversity are as follows: 

Management targetAchievement
Independent Directors are more than one thirdAchieved
Directors concurrently serving as the Company's managerial officers are fewer than one third of the board membersAchieved
At least one seat of female directorAchieved
The term of Independent Directors no more than third termAchieved

Diversifications of Board of Directors, please see as following table:

The percentage of female directors of the Company is 14% and the average age of all directors is 60 years.

Independence of Board of Directors: The Board of Directors of the Company consists of seven members, of which 29% of them have employee status. Four natural-person directors account for 57% of all directors, three independent direcotrs account for 43% of all directors. The term of office of two independent directors is less than 3 years and the term of office of one independent directors is less 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.

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:

 

  1. 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.
  2. 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.
  3. 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.
  4. Adjudicated bankrupt or adjudicated to commence a liquidation process by a court, and having not been reinstated to his or her rights and privileges.
  5. Sanctioned for unlawful use of credit instruments, and the term of such sanction has not expired yet.
  6. If she/he does not have any or limited legal capacity.
  7. If she/he has been adjudicated to require legal guardianship and such requirement has not been revoked yet.

Note 2:

  1. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.
  2. Not serving concurrently as an independent director on more than three other public companies in total.
  3. During the two years before being elected and during the term of office, meet any of the following situations:
(1) Not an employee of the company or any of its affiliates.
(2) Not a director or supervisor of the company or any of its affiliates.
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding (1) subparagraph, or of any of the above persons in the preceding subparagraphs (2) and (3).
(5) Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company, ranks as of its top five shareholders, or has representative director(s) serving on the company’s board based on Article 27 of the Company Law.
(6) Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company.
(7) Not a director, supervisor, or employee of a company of which the chairman or president (or equivalent) themselves or their spouse also serve as the company’s chairman or president (or equivalent).
(8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the company.
(9) Other than serving as a compensation committee member of the company, not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, and the service provided is an “audit service” or a “non-audit service which total compensation within the recent two years exceeds NT$500,000”.