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.

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 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, including 3 independent directors, for the 12th Board Members according to the Rules for Election of Directors in 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 the Annual Report.

ASUS requires an average attendance rate of 85% of board members, based on the Corporate Governance Evaluation Indicators. A total of 8 board meetings were held in 2021, with an average attendance rate of 99.04%. 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.

Remuneration Policy for Directors and Managers

(1) Director Remuneration Policy

The remuneration 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%.

(2) 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.

(3) 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.

Board Evaluation

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:

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

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, formerly "Risk Management Platform") 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.

There were a total of 4 Audit Committee meetings in 2021, 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.

There were 3 Remuneration Committee meetings in 2021, 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 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. A report will soon be filed in the board meeting in 2022 Q3. We identify material topics of concern and respond to the United Nations Sustainable Development Goals (SDGs) through stakeholder engagement, as well as disclosing sustainability goals and performances of sustainable innovation projects. Where a negative impact affects stakeholders, the unit shall report the cause and methods for addressing the issue to the Board of Directors.

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" with Chief Sustainability Officer (CSO) as the management representative is authorized by the CEO. 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, the latest legal announcements. 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

The Company is committed to innovation and R&D. Intellectual property rights is one of the key results for R&D and we have steadily increased the number of patent applications filed worldwide every year. As of the end of 2021, we have obtained 5,255 worldwide. In 2021, ASUS obtained 609 patents worldwide, which was a 10% increase from 2020. They included 161 patents in Taiwan, 164 patents in other regions in Asia, and 284 patents in Europe and The United States.

SUS also made substantial investments in the development of high-end communications market, and has filed 555 patents in the communications field as of the end of 2021. ASUS regularly announces standard essential patents (SEPs) in line with the European Telecommunications Standards Institute (ETSI). From 2018 to the end of 2021, we have accumulated the announcement of 218 patent families (excluding extensions). The number of patents for overall communication standards is steadily increasing.

ASUS continues to produce patents to maintain core competitiveness. We also seek active utilization and asset accumulation of patents. The Company therefore created the first patent maintenance model with third-party collaboration in 2021. We work with experienced attorneys so that we do not need to discard important standard essential patents (SEPs). It protects the Company's intangible assets and significantly reduces the resources that the Company invest with the aim of maximizing benefits from patents.