Sustainability Governance Structure

Sustainability Governance Structure

Board of Directors

ASUS Board of Directors values high efficiency, transparency, and professionalism to strengthen the Company’s administration. After considering professional skills including the operation judgments, accounting and financial analysis, operation and management, crisis handling, industrial knowledge, international market outlook, leadership, and decision-making, the shareholders selected 13 board members for the 11th Board Members according to the Regulations on Board Member Election in the shareholders meeting held in July, 2016, and all members are male. Chairman Jonney Shih does not hold the position as President.

To encourage diversity among the Board of Directors, promote administration transparency, and avoid blinds spots in strategies, 3 of the 13 board members are independent directors who will enhance the quality of management with their superb professional knowledge and input the viewpoints of external stakeholders.
The name and education of each Board member as well as the holding positions of other companies are shown in the Annual Report.

Responsibility of Board of Directors

The Board of ASUS convenes at least once quarterly. Under the leadership of Chairman Jonney Shih, the Board members hold a serious attitude in performing their duties of guidance and supervision in due diligence. In addition, all of them duly observe applicable legal rules, ensure financial transparency, and make timely disclosure of materiality for the best interest of the shareholders. ASUS invites external professional every year to give lectures to the Board members so as to enrich their professional knowledge and legal awareness.

The System of the Avoidance of Conflicts of Interest

All members of the Board of ASUS are highly disciplined to avoid any conflict of interest, and the relevant statement is clearly stated in "ASUS' Rules Governing the Conduct of Board Meetings".
In case the Directors or Managers of ASUS undertake the business operation within the scope of business run by ASUS for themselves or in favor of a third party, they are required by law to obtain the approval of the General Meeting of shareholders in advance.

Audit Committee

To promote quality and integrity among the supervision of accounting, audit, the financial reporting process, and financial control of Board members, ASUS established the "Audit Committee" in July 2016 in place of supervisors. The Audit Committee is composed of 3 independent Board of Directors.

Remuneration Committee

The Remuneration Committee aims to assist the Board of Directors in the implementation and evaluation of the Company's overall remuneration, benefits policies, and remunerations of Directors and Managers, and to ensure that the Company's remuneration arrangements are in compliance with the relevant laws and are sufficient to attract talented people.

Please visit Corporate Governance/Board Committees of Investor Relations website for further informaion.

Corporate Sustainability Office

ASUS believes that sustainable competitiveness must combine with the core of operation and business, thus in 2009 ASUS established the Corporate Sustainability Office (CSO), an affiliated unit under the jurisdiction of the president with a Chief Sustainability Officer.

All members of the CSO are full-time employees who analyze the risks and opportunities arising from the global sustainable development trend, combine the development in governance, environment and society with core of operation, product innovation and business growth to form strategic sustainable direction. The CSO is in charge of the following five aspects: green quality of product, performance of the corporate sustainability, social responsibility management in the supply chain, employee caring, and social involvement, covering sustainability issues in governance, environment, and society.