その他コーポレートガバナンス関連情報

The independence and suitability of CPAs

The Audit Committee of The Company regularly evaluates the independence and suitability of CPAs yearly, and submits the evaluation results to the Board of Directors. 

The evaluation mechanism is as follows:

  1. The Company’s CPAs are not related parties to the Company and the directors.
  2. The Company abides by the Corporate governance Principles to handle the rotation of CPAs.
  3. Prior to the appointment of annual audit services, the firm of CPAs is required to obtain the approval of the Audit committee. Before the appointment of non-audit services, the firm of CPAs shall confirm the requirements for independence are met and report to the independent directors in quarterly Audit committee meetings.
  4. The CPAs shall report to the Audit committee on the compliance with the independent standards and their review or audit results on a quarterly basis.
  5. Obtain an independent statement issued by CPAs on a regular basis.
  6. The Company includes the Audit Quality Indicators (AQIs) in the CPAs annual appointment evaluation and the CPAs are required to report with the Audit committee accordingly.

 

The assessments are as follows:

  1. The Audit committee completed the evaluation process on January 30, 2024, and submitted the evaluation results to the board of directors for approval on January 31, 2024.
  2. The Audit committee completed the evaluation process on February 12, 2025, and submitted the evaluation results to the board of directors for approval on February 13, 2025.
  3. The independence of the certifying accountants complies with the relevant regulations, including the Certified Public Accountant Act of the Republic of China and the Code of Professional Ethics for Accountants.
  4. The Company has not engaged the same certifying accountant for five consecutive years.

 

 

Full- (or part-) time unit of Corporate Social Responsibility and Ethical Corporate Management

Full- (or part-) time unit who sets into action and the operation and implementation status of the unit

Ethical Corporate Management &Prohibition of Insider Trading

Ethical Corporate Management:

In order to improve the administration of integrity management and establish a corporate culture with integrity management, the board of directors approved the "AUO Ethical Corporate Management Principles", which is the Company's highest integrity policy. The Company also establishes “AUO Enterprise Integrity Policy” and “AUO Declaration Regulations for Conflict of Benefits”. HR Headquarter is responsible for formulating the ethical management policy and preventive measures as well as supervising their implementation and to report to the directors regarding the implements in the first board meeting each year.

 

The implements of the integrity operations include：Introduction and signing of the Corporate Integrity Handbook, global promotion of "Integrity AUO People", online integrity and compliance courses, conflict of interest declaration process, clean job inventory, and signing and regular promotion training of the "Supplier/Outsourcer Code of Conduct". Among these, the company conducts integrity governance training courses for directors and all employees through the education and training mechanism. The content includes prevention of the seven unethical behaviors in the listed companies' integrity management principles, while strengthening the promotion of the company's integrity policy, prohibiting unfair competition behavior and leaking trade secrets.

 

The 2024 training course aims to promote compliance with relevant laws and regulations, including the Company Act, Securities and Exchange Act (including prevention of insider trading), Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest and other related acts. A total of 9 directors have completed the training, with a training duration of 1.5 hours. Over 35,000 employees have been trained in total, with a completion rate of 99.5%.

 

For new employees, each newcomer is required to participate in a 10-minute "Integrity Instruction Course" and sign the Integrity Declaration upon entry. In 2024, a total of 1,236 individuals have completed the New Employee Integrity Course and signed the commitment. The course covers topics such as corporate integrity policies, insider trading laws, antitrust laws, and competition regulations. The total training duration exceeds 200 hours.

 

As for internal employees and suppliers, they regularly disseminate integrity cases at least 3 times a year through internal announcements and letters, and for contractors, they are disseminated on a regular basis through contractor meetings to remind colleagues and stakeholders of the company's commitment to integrity in business. In order to prevent dishonest behavior, a regular oversight mechanism is used to require all company executives and integrity function staff to make a "Declaration of Conflict of Interest".

 

Prohibition of Insider Trading:

The Company has established the "Procedures for Handling Material Inside Information and Insider Trading Prevention", which prohibit internal personnel from trading securities based on unpublished market information. This serves as the basis for the company's major information handling and disclosure mechanisms. Additionally, the Company conducts periodic reviews of these procedures to ensure compliance with current laws, regulations, and practical management needs. The procedures are available for reference on the company's website.

 

For new directors and managers, our company conducts educational briefings on insider trading prevention within one month of their appointment. The training covers the scope of the prohibition of insider trading, the range of significant information that may impact stock prices and their disclosure methods, as well as associated penalties and legal regulations. During the annual shareholders' meeting held on May 28, 2025, the 11th Board of Directors was elected. On June 6 of the same year, all new directors received approximately 0.5 hours of legal compliance training, which included specific content on the prohibition of insider trading. In 2024, the company also organized corporate integrity training sessions for directors, all employees, and new hires to enhance awareness of fraudulent and unethical behaviors and to strengthen a culture of integrity within the organization.

 

The Company conducts educational briefings on Regulation No. 157-1 of the Se