Governance Structure

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.

Governance

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

ASUS Board of Directors values high efficiency, transparency, diversification, and professionalism to strengthen the company’s administration. After considering professional skills, including operation judgments, accounting and financial analysis, operation and management, crisis handling, industrial knowledge, international market outlook, leadership, and decision-making, as well as avoiding blind spots in decision-making, the shareholders selected 13 board members for the 12th Board Members according to the Regulations on Board Member Election in the shareholders meeting held in June 2019. All members are male. Chairman Jonney Shih does not hold the position as President. 3 members are independent directors who will enhance the quality of management with their superb professional knowledge and input the viewpoints of external stakeholders. All members are male. Chairman Jonney Shih does not hold the position of President.

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 conflicts of interest, and the relevant statement is clearly provided in ASUS' "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.

According to the "Corporate Governance Evaluation System" of Taiwan, the average attendance rate for board meetings needs to reach 80%. There were a total of 7 board meetings in 2019, with an average attendance rate of 96.70%.

Besides, the performance evaluation method for board of directors is expected to be formulated in 2020. It will cover the overall operation of the board of directors as well as conducting self-evaluation on individual directors to strengthen and supervise the business decision-making.

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

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.

There were a total of 4 meetings in 2019, with an attendance rate of 100%.

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

There were 3 Remuneration Committee meetings in 2019 with, with an attendance rate of 100%.

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

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.

The Audit Office is set up with a Chief Audit Executive under the Board of Directors; a complete audit and reporting system is established. The Audit Office is in charge of the internal auditing business and enables the board of directors and senior management to assess the completeness, effectiveness, and implementation of the ASUS group's internal control system independently and objectively, so as to fulfill its corporate governance responsibilities.

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.

Sustainability & Green Quality Management Division

In 2009 ASUS established a designated unit to monitor the trend of sustainability through analyzing the 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 who is responsible for analyzing the trend of global sustainability, managing sustainability policy, objectives and actions, and regularly submitting the annual key projects and performances to the Board of Directors for verification.

GreenASUS and 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". CSO is authorized by the CEO to be the management representative and holds the meeting every 2 months. The members of the Committee come from the business units, procurement department, customer service, administration, legal and other departments. The communication and coordination are carried out across the units, and the resources can be effectively allocated throughout the company. 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.

Tax Policy

  • Act at all times in accordance with all applicable laws and regulations.
  • Be transparent in financial reporting. Disclosures are made in accordance with applicable regulations and reporting requirements.
  • Support tax policies of the government that encourage the business innovation and foster the economic growth.
  • Do not undertake transactions whose sole purpose is for tax avoidance.
  • Always consider tax as part of major business decisions.
  • Assess tax risk in time through corporate management mechanism when facing the changes of the operating environment and tax rules.
  • Strengthen the tax profession through the development of human resources continuously.

Intellectual Property Management

We are committed to innovative research and development, with intellectual property rights are one of the key achievements. The number of patent applications filed worldwide is increasing stably every year. By the end of 2019, 4,092 patents have been obtained in countries around the world. In 2019, the number of patents obtained worldwide was 373, increased by 18%; in Taiwan was 151, ranked 11th; in other Asia regions (Japan, Korean and China) was 101, increased by 150%.

In 2019, the number of patents received increased by 67% compared with that of in 2017. In addition, efforts has been made to the development in the high-end communications market recently, and the number of patent applications in the communications field was 418 in 2019. Of them, there were a total of 135 cases of standard essential patents in line with the promulgation by the European Telecommunications Standards Institute (ETSI).