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. The variable compensation of Directors and Managers is based on financial indicators such as profit.

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.

Internal Audit System

Audit Office assists Board of Directors and the top management to independently, objectively assess the completeness, validity and implementation of ASUS Group internal control system.
It properly submits improvement proposals to assure that the internal control system proceed continuously. In accordance with the assignments by Board of Directors and the top management, Audit Office conducts relevant investigation, assessment or consultation to assist Board of Directors and top management to fulfill responsibilities.

Audit Office is under Board of Directors with a Chief Audit Executive to manage company audits and supervise Audit Office . The appointment and dismissal of Chief Audit Executive shall be approved by Board of Directors. There are several auditors to conduct periodical, irregular audit, as well as and special projects of ASUS Group.

Internal Audit Operation provides Asus Group the following services:

  • Annual audit of headquarter: Internal auditors shall frame annual audit proposals in accordance with risk assessment, and relevant regulations Audit proposals shall be approved by Board of Directors prior to implementation. The annual audit includes but not limited to operational audit and compliance with law audit.
  • Special project audit: In accordance with the operational and managerial need of the Board of Directors and the top management, irregular special project auditing would be executed.
  • Annual self-assessment of internal control system: Audit Office annually coordinates "selfassessment of internal control" that requires the executors of the department to periodically evaluate the rationality of, implementation of, and the effectiveness of all operational control items. Through the reviews of the "self-assessment of internal control" report by Audit Office, the evaluated result is submitted to Board of Directors and the top management.
  • Subsidiary audit: In accordance with the annual audit plan or the request from Board of Directors, Audit Office conducts periodical or irregular audit to evaluate and assure the business objective achievement, reliability of financial reporting and adequacy of internal control system. Audit office assists to assure the performance enhancement of, regulation compliance of and effectiveness and efficiency of operations of a subsidiary.
  • Consulting service: Audit Office provides operational effectiveness improvement advice and internal control system consulting service in order to enhance effectiveness and efficiency of business operations.

For above duties, Audit Office shall submit reports and working papers including evaluation of internal control systems and business operations. In order to determine the appropriateness of current regulations and control procedures, and the rationality of the implementation of internal control and of the advantage for managerial and operational units, Audit Office shall provide improvement proposals adequately.

The auditors shall uphold detached independence, objective fair stance, truth-seeking spirit and modest, honest, diligent, agile, brave attitude to perform duties. The auditors shall ensure that the internal control system is implemented continuously and effectively, and assist the managerial level to fulfill obligations.

Please visit Corporate Governance/Internal Audit of Investor Relations website for further informaion.