AUO

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取締役会及び機能性委員会の運営状況

The Diversity of Board of Directors

The BOD of AUO is composed of senior professionals and academic experts from the industry. All members possess professional competence and extensive industrial or managerial experience. According to its own operational status, business model, and development needs, it conducts regular reviews each year and sets specific diverse management objectives.

The specific management objectives and achievements of the Company's diversification policy

Item	2023 Management Objective	New additions and adjustments in 2024	Achievements in 2023
Composition of Seats	Independent director seats account for half of all board seats.		Achieved
Gender	At least two seats of Directors are different gender.	Adjust directors of either gender to reach more than 1/3 of the director seats.	Achieved
Term of Service /age	The independent directors shall not hold office for more than 3 terms. Could be extended to four times after review by the Corporate Governance and Nomination Committee. More than half of the independent directors serve no more than three terms. Directors shall be under the age of 74 at the time of appointment.		Achieved
Concurrently Situation	It is advisable that the number of the directors who concurrently serve as the managers of the Company should not exceed one-third of the board seats. No independent director may concurrently serve as an independent director of more than three other public companies. (Including our Company, up to 4 companies. No Independence Director serve as director(including independence director) or supervisor more than five other TWSE/TPEx listed companies at the same time.	Newly added Non-independent directors may concurrently serve as directors of no more than 5 publicly listed companies (including our Company, up to 6).	Achieved
Professional Skills	Including Technology industry, Technical research, Industrial Innovation, Financial Accounting, Financial investment, Corporate Sustainability.	Newly added professional capabilities in risk management.	Achieved
Participation level	None	Increase director attendance rate is not less than 80%.	Achieved

The Company's fulfillment of diversification of members of the BOD in 2023

Name	Title	Gender	Age	Nationality	Term of Office
Name	Title	Gender	Age	Nationality	Below 3 years	3-9 years	Exceed 9 years
Shuang-Lang (Paul) Peng	Chairman	Male	60-69	ROC			V
Frank Ko	Director	Male	50-59	ROC		V
Chuang- Chuang Tsai	Director	Female	70-79	ROC	V
Han-Chou (Joe) Huang	Director	Male	60-69	ROC	V
Chin-Bing (Philip) Peng	Independent Director	Male	70-79	ROC			V
Jang-Lin (John) Chen	Independent Director	Male	70-79	ROC		V
Chiu-Ling Lu	Independent Director	Female	60-69	ROC	V
Cathy Han	Independent Director	Female	50-59	ROC	V

Name	Title	Professional knowledge and skills
Name	Title	Technology industry	Technical research	Industrial Innovation	Financial Accounting	Financial investment	Corporate Sustainability	Risk Management
Shuang-Lang (Paul) Peng	Chairman	V		V			V	V
Frank Ko	Director	V	V	V				V
Chuang- Chuang Tsai	Director	V	V
Han-Chou (Joe) Huang	Director	V		V				V
Chin-Bing (Philip) Peng	Independent Director	V			V	V
Jang-Lin (John) Chen	Independent Director	V	V	V
Chiu-Ling Lu	Independent Director	V			V	V
Cathy Han	Independent Director				V	V	V	V

Name	Title	Number of Other Taiwanese Public Companies Concurrently Serving as an Independent Director	Employee Position
Shuang-Lang (Paul) Peng	Chairman	0	V
Frank Ko	Director	0	V
Chuang- Chuang Tsai	Director	0
Han-Chou (Joe) Huang	Director	0
Chin-Bing (Philip) Peng	Independent Director	1
Jang-Lin (John) Chen	Independent Director	0
Chiu-Ling Lu	Independent Director	1
Cathy Han	Independent Director	3

The Major Board Resolutions

The Major Board Resolutions of 2023

The Major Board Resolutions of 2022

Communications between the independent directors, the head of Internal Auditor and the CPAs

Independent directors and accountants meet at least once a quarter for a regular meeting. Accountants report on the results of quarterly financial statement reviews or verifications and other communication requirements required by relevant laws and regulations. Communications will be made on whether there are any significant adjustment entries or legal amendments affecting the accounting situation and they also regularly update laws and ordinances to independent directors every year. Independent directors also conduct independent assessments of the services provided by accountants. If there are major events, a meeting can be convened at any time.

The head of internal auditing and independent directors meet at least once a quarter for a regular meeting to report on the company's internal audit execution status, internal control operations and the execution of the Audit Committee Letter. Meetings can be convened at any time if there are major events. The appointment and removal of the company's chief auditor shall be approved by the Audit Committee and resolved by the Board of Directors. The performance of the chief auditor shall be evaluated by each member of the Audit Committee and determined by the Chairman according the Audit Committee’s opinion.

Independent directors may communicate separately and respectively with accountants and the head of internal auditor at least once a year. Communication channels are open and function well.

The summary of the communications between the independent directors and the CPAs