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    Governance

    Other Governance Information

    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.

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    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.

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    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.

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    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.

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    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%.

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    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.

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    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".

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    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.

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    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.

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    The Company conducts educational briefings on Regulation No. 157-1 of the Securities and Exchange Act before the release of each quarterly operational results (note). These briefings are targeted at internal personnel and managers and employees in specific roles. The content includes reminders to maintain confidentiality during insider trading periods, the scope of the insider trading prohibition, the range of significant information that may influence stock prices and their disclosure methods, as well as relevant penalties and legal regulations. The purpose of these efforts is to effectively implement preventive measures against insider trading.

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    Note: The dates for the release of operational results in each quarter of 2024 are January 31, April 30, July 31, and October 31.

    Corporate Social Responsibility

    & Risk management

    The balancing development of enterprise management and green sustainability is the philosophy of AUO's sustainable operation. While pursuing a robust corporate structure, it invests more long-term resources in environmental protection and social participation issues. The Sustainability Committee established in 2013 is AUO’s highest governing body for sustainable development, actively integrating the United Nations Sustainable Development Goals (SDGs) and corporate core competitive strategies, valuing value chain collaboration, and actively implementing global partnership relationships. It aims to be a leader in corporate sustainable development, focusing on creating more shared value.

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    In response to global climate actions towards net-zero carbon emissions in 2021, the Committee was renamed the ESG and Climate Committee. The ESG and Climate Committee is chaired by the Chairman of the Board and the Group CEO, with the position of Sustainability Officer, and is operated by the Sustainability Management Department.?Based on the substantive importance of operations, eight sub-committees have been set up under its jurisdiction, led by Deputy General Managers as the chairpersons, to lead the sub-committees’ operations and cross-unit cooperation. Corporations will unfold the vision and blueprints into team goals and plans, review them monthly, report to the Chairman every quarter on significant decision-making issues, and report to the Board annually following the Sustainable Development Code. The chairperson of the "ESG and Climate Committee" reports to the board on the results of sustainable development and future work plans.

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    In 2024, two reports were made to the board of directors, including the identification of sustainable issues that need attention, the formulation of responsive action plans, goal setting, and policy revision for sustainable issues. The board must evaluate the reasonableness and feasibility of strategies and goals, and regularly review the progress of strategy and goal promotion, to supervise the implementation of sustainable management matters, and urge the execution team to make necessary adjustments when needed.

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    In addition, in response to new current issues, sustainability policies and developments, discussions, creative thinking, and project resource communication are carried out irregularly through the Secretary Exchange Meeting.

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    On March 11, 2024, our company formally established the Sustainability & ERM Committee under the jurisdiction of the Board of Directors. The committee is to assist the board in ongoingly pushing forward corporate sustainability and risk governance, fulfilling the purposes of sustainable management, and integrating/improving risk management operations. This way, the board directors can understand operation status better, and allocate and assign ample and appropriate resources, enabling effective execution of enterprise risk management. The mechanism and culture of suitable risk management are established to oversee and ensure the functioning efficiency of the overall enterprise risk management mechanism.

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    Top 10 Shareholders

    Top 10 Shareholders (Record Date of shareholder’s meeting: 2025/3/30)

    Shareholders’ Name

    Holding Shares

    Holding (%)

    Qisda Corporation

    530,878,896

    6.92%

    Trust Holding for Employees of AUO Corporation

    445,443,335

    5.81%

    Quanta Computer Inc.

    355,144,245

    4.63%

    Taiwan Cooperative Bank

    229,300,000

    2.99%

    ADR of AUO

    176,333,995

    2.30%

    New Labor Pension Fund

    132,840,100

    1.73%

    Nan Shan Life Insurance Company, Ltd.

    114,605,800

    1.49%

    Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Funds

    83,457,039

    1.09%

    Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds

    79,042,699

    1.03%

    Vanguard Fiduciary Trust Company Institutional Total International Stock Market Index Trust II

    50,168,200

    0.65%

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    Policy on Cross Shareholdings?

    Policy on Cross Shareholdings

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    Welfare measures and retirement system

    1. Welfare measures and implementation?

    ?

    (1)AUO provides a comprehensive insurance care plan. In addition to statutory insurance, all employees enjoy group insurance funded by the company. During business trips or overseas assignments, exclusive travel insurance is also provided, ensuring that employees have access to comprehensive safety protection wherever they are in the world.

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    (2)AUO has implemented an "Employee Stock Ownership Trust Plan," which offers employees a relative contribution reward of 100% to 150%. This plan not only provides a convenient and stable savings channel but also links the company's operations with the long-term benefits of its employees. The plan has received strong support from the majority of employees, with an overall participation rate consistently maintained at over 80%.

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    (3)In addition to the basic monthly salary, AUO provides bonuses for the Spring Festival, Dragon Boat Festival, and Mid-Autumn Festival. Each year, rewards are given based on the overall performance of the company, as well as team and individual performance, with flexible short- and long-term incentive plans tailored for various positions. These plans aim to share profit margins with employees, helping to attract, retain, and motivate talent, as well as to systematically cultivate high-quality personnel.

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    (4)To create a comfortable dining environment and provide healthy and diverse meal options, each facility is equipped with employee cafeterias that serve breakfast, lunch, dinner, and late-night meals, along with meal subsidies for employees. Additionally, the company monitors the sourcing of ingredients closely, incorporating locally sourced rice and offering vegetarian options. Circular diningware is used, and kitchen safety inspections are implemented to ensure that employees can eat with peace of mind while simultaneously practicing a low-carbon lifestyle.

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    (5)To promote work-life balance, each facility features a lifestyle plaza that includes convenience stores, cafes, pastry shops, fruit bars, and laundries. Seasonal sales events are launched during festivals, allowing employees to enjoy a strong festive atmosphere while taking a break from work.

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    (6)AUO has established "Wellness Centers" at each facility, focusing on employee health care programs tailored to the diverse needs of different age groups. Various health promotion initiatives are designed and implemented through a range of activities, ensuring the well-being of employees and creating a comprehensive health care mechanism that caters to their physical, mental, and spiritual health.

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    (7)Each facility is equipped with a fitness center known as the "Vibrancy Pavilion," which offers a variety of sports facilities including a gym, aerobics studio, basketball courts, badminton courts, table tennis, and billiards. A professional sports marketing team manages the center, and various sports classes are periodically offered based on employee demand, along with seasonal sports events to promote an active and engaging atmosphere. Additionally, the "Vibrancy Pavilion" is open to employees' families on weekends, fostering family interaction and bonding.

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    (8)AUO has legally established the "AUO Employee Welfare Committee" according to the laws to oversee various welfare programs. In addition to providing holiday bonuses and travel subsidies, the committee has designed multiple allowances to address the changing roles of employees at different stages of their careers and the unexpected situations they may face in life. These allowances cover areas such as childbirth, childcare, marriage, bereavement, and emergency assistance. In response to government policies encouraging childbirth, the welfare committee provides an annual childcare allowance of NT$3,600 for employees raising children aged 2 to 6. Furthermore, to encourage a healthy work-life balance, the committee has organized a series of activities, including club events, discounts at partner stores, and sports seasons.

    1. ? ? ? ?

    2. Retirement system and implementation

    ? ? ? ? ? ?

    To ensure stable living conditions for employees after retirement, the company has established a retirement policy and, in August 1997, formed the Labor Retirement Reserve Fund Supervisory Committee. According to regulations, 2% to 15% of the total salary expenses is contributed monthly to the retirement reserve fund accounts. Since July 2005, the new labor retirement pension system has been implemented concurrently, where 2% to 15% of the total salary of employees is also contributed monthly to the retirement reserve fund account. Additionally, should employees choose to make voluntarily contributions to their retirement fund, the chosen contribution percentage will be deducted from their monthly salary and placed into their individual retirement fund account. Each year, the company commissions an actuary to provide an actuarial report to ensure that the overall retirement funds are adequately allocated, thus safeguarding employees' retirement rights.

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    Cultural Development Achievements

    AUO is committed to promoting a corporate culture that merges technology and humanities. We continuously support cultural development in various aspects such as business promotion, event organization, and the creation of a happy workplace. Specific examples for 2024 are as follows:

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    1. Cultural Sustainability Promotion Month at the Xidatun Kiln Cultural Museum.

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    In 2020, AUO established the Xidatun Kiln Cultural Museum at its Taichung plant, using technology and multimedia to recreate the Qing Dynasty kiln-making process and showcase the natural and cultural heritage of the Dadu Mountain area. In 2022, the museum integrated solar panels and energy storage to transform the exhibition space into a fully green energy sustainable venue. After more than a decade of cultural preservation and promotion, the museum received the Exemplary Award from the ASSET Cultural Enterprise Awards in March 2024, gaining recognition from various sectors.

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    The cultural museum serves as a platform for AUO to share its experiences in cultural preservation. With annual operating costs exceeding NT$1 million, it provides professional educators and volunteers to conduct guided tours, explanations, and courses, as well as to host large-scale sustainability events and community walking programs.

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    From March to April 2024, the Xidatun Kiln Cultural Museum will host "Cultural Sustainability Promotion Month," featuring a series of promotional activities divided into four chapters: (1) The Fuke Community Walking Program, incorporating SDGs indicators for learning; (2) The Intelligent AUO Exhibition, integrating local culture and smart technology; (3) The Dadu Mountain Spring Cultural Tourism Experience, designed to create a cultural experience journey for families; and (4) The Zhongke Roaming Exchange Activities, which will include cultural and ESG local innovation sharing seminars. The events are expected to reach nearly 4,000 people, allowing employees and their families, government officials, customers, suppliers, schools, local communities, and the general public to engage with local culture and promote sustainability concepts to a wider audience.

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    1. AUO's Life Feast

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    To foster a happy working environment and promote the amalgamation of work and life for employees, AUO organizes "life feasts," arts and culture events that cost over a million dollars each year. We invite experts from various fields to encourage employee participation and promote humanities literacy through exhibitions and speeches, providing them with a source of positive energy. In 2024, the invited groups include the Sheng Wuzhou Hand-Puppet Theatre, Ponay, and the Golden Leaf Coconut Oil Soup performance group, among others.

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    1. Other Art and Culture Event Sponsorships

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    AUO has consistently supported cultural heritage because we firmly believe that a strong cultural foundation is essential for achieving societal sustainability. In 2024, we are supporting a local arts group in Taiwan, the Wan Sheng Orchestra, which promotes the performance of Taiwanese music using Western classical instruments, conveying a profound affection for the land of Taiwan. This year, we are contributing over NT$1.5 million to this initiative, providing opportunities for employees, suppliers, customers, and long-term partners to participate in the concerts together.

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    In addition, AUO actively connects with the arts ecosystem to explore the potential applications of advanced display technology in diverse fields. We are sponsoring the following art curatorial activities with a total investment of NT$3.1 million.

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    Taipei International Art Fair

    We participated in one of the largest art fairs in the Asian region. Through collaboration with The Chain Museum in Japan, we co-curated an exhibition showcasing works from emerging Japanese artists as well as renowned domestic artists via multiple lifelike digital displays. Additionally, we collaborated with several generative artists to present vibrant and complex digital-native creations. The lifelike displays faithfully capture the intricate details of dynamic images and the diverse range of colors. We also worked with artist Yuan Hui-Li to introduce Taiwan's first-ever dynamic image collage technique using the unique "Yuan-style brushwork." This technique showcases an ultra-detailed quality reminiscent of moving landscape paintings, allowing viewers to engage with the playfulness of calligraphy and painting works, thus creating a fresh and immersive digital display experience. This collaboration became a significant highlight of the art fair.

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    AKACHEN Art Jewelry International Diplomacy:

    The renowned domestic art jewelry brand AKACHEN showcases its titanium art jewelry in combination with FindART's 85-inch museum-grade art display technology. Each piece is meticulously crafted, allowing the essence, textures, and interplay of light and shadow to come to life. This exhibition has been touring various locations, including the Dumbarton Oaks in Washington, D.C., the Bowers Museum in the United States, and the Houston Museum of Natural Science. By merging art jewelry with cutting-edge technology, it presents a groundbreaking milestone for 21st-century jewelry on the international stage.

    ?

    ART Basel Paris Exhibition:

    We assisted the renowned domestic photographer and mixed media artist Wu Tianzhang in showcasing his video art piece "Goodbye Spring and Autumn Pavilion" through an 85-inch digital art collection. This display highlights Taiwan's history, black comedy, and kitsch objects, creating a unique Taiwanese style that blends humor with melancholy. This work was featured at the internationally acclaimed ART Basel art fair, presenting the spirit of Taiwanese artistry with its distinct and intriguing charm.

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    Fubon Art Museum Van Gogh Special Exhibition:

    Leveraging museum-grade art display technology, this exhibition collaborates with the Netherlands' Kr?ller Müller Museum, which holds one of the world's largest collections of authentic Van Gogh works. Utilizing high-fidelity 32-inch technology, the exhibition faithfully reproduces three pieces that could not be loaned to Taiwan, including Van Gogh's "Café Terrace at Night." This allows the public to appreciate the exhibition without compromise, enjoying the intricate details of color, texture, and the creative process of this renowned artist, all within a cohesive curatorial experience.

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    Item

    Implementation Status for the Year 2024

    Taichung West Dadun Kiln Culture Museum

    Organizing the event "Cultural Sustainability Promotion Month" to encourage schools, neighborhood communities, and the general public to engage with the culture of Dadu Mountain while promoting sustainability concepts, with expenditures over NT$1 million.

    AUO's Life Feast Cultural and Art Event

    Hasting cultural performances and across various factory sites, with expenditures over NT$1 million.

    Other Art and Culture Event Sponsorships

    Supporting performance by local Taiwanese arts and cultural groups, with expenditures exceeding NT$1.5 million.

    Supporting art curation events with expenditures reaching NT$3.1 million.

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