|Major industrial/educational background
|Kuo-Hsin (Michael) Tsai, Representitive of AUO Corporation
|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.
|Sheng-Kai (SK) Huang, Representitive of AUO Corporation
|Master 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 Corporation
|Ph.D., Photonics, National Chiao Tung University
CEO & President, AUO Corporation
Chairman & CEO, E INK HOLDINGS INC.
|Ph.D. , Materials Science and Engineering, State University of New York, Stony Brook
Chairman, Lextar Electronics Corp.
Vice President, AUO Corporation
|Master of Management Science, National Chiao Tung University
Chairman, Apacer Technology Inc.
Vice President, Acer Inc.
Ph.D., Materials Engineering, National Chiao Tung University
|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 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 technology 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:
|Independent Directors are more than one third
|Directors concurrently serving as the Company's managerial officers are fewer than one third of the board members
|At least one seat of female director
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 61 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 one independent director is less than 3 years, 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.
- 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: