Governance Sructure

The foundation of an enterprise's sustainable management is built on a robust governance system, which we believe coming from ASUS DNA - humility, integrity, diligence, agility, and courage. ASUS value governance and safeguard the rights and interests of various stakeholders in the environmental and social dimensions.

In order to strengthen the corporate governance, ASUS formulated its own "Best Practice Principles of Corporate Governance" according to "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies" and corporate governance principles by OECD. Besides the provision and regulation regarding the governance, it also covers the contents such as protecting the rights of shareholders, strengthening the functions of the board of directors, exercising the functions of a supervisor, respecting the rights and interests of stakeholders, and enhancing information transparency.

Board of Directors

The Board of Directors of ASUS takes high efficiency, transparency, diversity, and professionalism as key measures for strengthening corporate governance. Our Board of Directors consider professional skills such as business judgments, accounting and financial analysis, operation and management, crisis response, knowledge of the industry, international market perspectives, leadership, and decision-making, avoid blind spots in decision making. Basing on the professional skills mentioned above, the shareholders selected 13 board members, including 3 independent directors, for the 12th Board Members according to theRules for Election of Directorsin the shareholders meeting held in June 2019. It is hoped that through their superb professional knowledge and the viewpoints of external stakeholders, the quality of business operations can be improved. All members are male. Chairman Jonney Shih does not hold the position of President.

The name and education of each Board member as well as the holding positions of other companies are shown in theAnnual Report.

ASUS requires an average attendance rate of 85% of board members, based on the Corporate Governance Evaluation Indicators. On June 8, 2022, the ASUS Shareholders' Meeting elected two female directors (one each for general directors and independent directors), and the number of independent directors was increased from the original three to five.

All members of the Board of ASUS are highly disciplined to avoid any conflicts of interest, and the relevant statement is clearly provided in Rules and Procedures of Board of Directors 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.

Number of Directors

Number of Female Directors

Number of Independent Directors

Percentage of Independent Directors

33%

Remuneration Policy for Directors and Managers

Director Remuneration Policy

The Company's Remuneration Policy for Directors includes compensation and remuneration.

Directors' compensation: Article 17 ASUS’ “Articles of Incorporation” states that "The Company shall pay remuneration to the directors of the Company for the performance of the duties of the Company regardless of profit or loss of the Company. The Board of Directors is authorized to determine the amount of such remuneration based upon the extent of his/her participation and contribution to the Company." However, only Directors who serve concurrently in the Remuneration Committee are paid Directors' compensation.
Director's remuneration: Article 20 of the ASUS’ “Articles of Incorporation” states that "The current year’s profit, if any, should be used first to cover accumulated deficit, and then the remaining balance shall be distributed: no more than 1% as directors’ remuneration.” The actual ratio allocated each year is 0.3%.

Compensation for Managers

The compensation for managers includes the monthly salary, bonuses for the three festivals, annual performance bonus, and other remuneration distributed based on actual profits in the current year.
The Company references the prevailing salary and benefits in the industry to determine the amount of compensation allocated to each manager. It would also consider its business performance, as well as personal duties and contributions of each manager to provide reasonable compensation. The Human Resources Department shall propose the compensation, and then reviewed by the Remuneration Committee and submitted to the Board of Directors for approval.

Linkage between the compensation and business performance and future risk exposure

ASUS conducts regular performance evaluation of the Directors each year, and reports the results to the Board of Directors in the following year in accordance with the “Self-Evaluation of the Board of Directors”, the results would be used as the basis for the nomination of Directors and compensation determination.
When determining the compensation for Directors, President, and Vice Presidents, we fully consider their professional skills, business operations and financial status of the Company, as well as other special contributions together with the Company's performance and their personal performance, which are used to calculate the compensation. We continuously review future business risks and corporate social responsibility, and reviews the remuneration system whenever necessary to maintain balance in the Company's sustainable development and risk management.

Evaluation of the Board of Directors

ASUS formulates the "Self-Evaluation of the Board of Directors" and requires the Board of Directors to organize the performance evaluation among itself, board members, and functional committees at least once each year, to implement corporate governance and improve its operation efficiency. The evaluation includes: the participation level in the operation of the Company, election and continuing education of the Directors, and internal control. The evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years.

The results of the 2021 board performance evaluation presented to the Board of Directors in March 2022, were as follows:

Board of Directors:The Board of Directors as a whole operated smoothly and was in the spirit of corporate governance.
Board Members: The Board members received positive evaluations on each of the evaluated indicators.
Functional Committees:The functional committees generally operated smoothly and was in line with the spirit of corporate governance.

Functional Committee

Details of Audit Committee and Remuneration Committee, please visit Corporate Governance/Board Committees ofInvestor Relationswebsite for further information.
Details of Information Security Committee, please refer toInformation Security Managementwebsite for further information.

Audit Committee

To promote quality and integrity in the supervision of accounting, auditing, the financial reporting process, and the financial control of board members, ASUS established the Audit Committee composed of three independent Boards of Directors. Under the Audit Committee, there is a Business Continuity Management Committee (BCM) which performs the risk assessment of concerns from external stakeholders, holds periodic risk management meetings, and develops measures for cross-department key risks. The Audit Committee will report to the Board according to the materiality of the risk.

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 comply with the relevant laws and are sufficient for attracting talented people.

Business Continuity Management Committee

The Business Continuity Management Committee, referred to as BCM, aims to identify and manage various risks that the company may encounter that may cause business interruption. In 2022, ASUS strengthened its risk governance structure, with more than half of independent directors serving as committee members and serving as the chairman, and an BCM office has established to assist each unit in risk management and control.

Sustainability Governance Unit

Sustainability and Green Quality Management Center

ASUS established a unit dedicated to sustainable development in 2009 to monitor global sustainable development trends, analyze sustainability issues in governance, environment, and society. It integrated the core of operation with our innovation in product and service to form strategic sustainable direction to execute relevant programs. The unit is led by the Chief Sustainability Officer (CSO) who is responsible for analyzing the trend of global sustainability. managing sustainability policy, objectives and actions.

The CSO regularly reports to the Board of Directors each year and submits the policies and targets, key sustainability projects and the performances for review. Where a negative impact affects stakeholders, the unit shall report the cause and methods for addressing the issue to the Board of Directors.

GreenASUS Steering Committee & SERASUS Steering Committee

In order to communicate across the units on key issues such as products, supply chain and organization operations that are highly influential to corporate sustainable operation, ASUS establishes the "GreenASUS & SERASUS Steering Committee" with Chief Sustainability Officer (CSO) as the management representative.

It holds periodic meetings and sends e-newsletters with contents including but not limited to company-wide sustainable development information, the recent activities of management system, and the latest legal announcements. All ASUS people can work together in a consistent direction to combine the sustainability and core of operation to become one of the competitiveness advantage.

ESG Committee

The committee members come from business operation units, design centers, certification, marketing, business and other supporting units. Through the regular communication and sharing of international sustainability trends, we effectively focus common sustainable issues in the company's product, marketing, and design and integrate the sustainable marketing progress and needs of each unit, which helps to make effective resources allocation. So that all departments can move forward in a consistent direction.