Governance Sructure | Corporate Governance | Philosophy | ASUS ESG website, ASUS ESG goal

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. All members of the Company's Board of Directors are elected based on a candidate nomination system. In the shareholders' meeting held in June 2022, according to the “Rules for Election of Directors”, the 13th Board of Directors were elected, which was formed by 15 Directors2 (includes 13 male and 2 female), and among which 5 were Independent Directors. We aim to leverage the professional knowledge of outstanding members of the industry to introduce the viewpoints of external stakeholders, and to improve the quality of business operations.

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. 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

Compensation for Managers

Linkage between the compensation and business performance and future risk exposure

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."
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 in 2022 is 0.3%.

Compensation for Managers

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

The Company's remuneration policy and related payment standards and system are reviewed based on the Company's overall operating conditions, future risks and development trends of the industry, and sustainable operation of the enterprise, and the payment standards are approved based on the performance achievement rate and contribution, in order to enhance the effectiveness of the Board of Directors and the Company's overall organizational team.
The Company's managers' performance objectives are integrated with risk management to ensure that possible risks within their responsibilities are managed and prevented. Important decisions at the management level are made after weighing various risk factors, and the performance of the related risk management is reflected in the company's profitability, which leads to correlation. The Company’s Remuneration Committee also regularly reviews and evaluates the remuneration system of directors and managers and submits relevant proposals to the Board of Directors for deliberation in order to maintain a balance between operational performance and risk management of the Company.

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.

In 2023, the internal performance evaluation of the Board of Directors involved board members completing a self-evaluation questionnaire, and the results of the evaluation was presented to the Board of Directors in Jan. 2024, were as follows:

Board of Directors: The Board of Directors as a whole functioned smoothly and met the spirit of corporate governance.
Individual Directors: The Board members received positive evaluations on each evaluation indicator.
Functional Committees: The Functional Committees operated smoothly and met the spirit of corporate governance.

Functional Committee

Details of Audit Committee and Remuneration Committee, please visit Corporate Governance/Board Committees of Investor Relations website for further information.
Details of Information Security Committee, please refer to Information Security Management website 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.

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 BCM Committee has 5 members. In addition to all independent directors bringing in issues of concern from external stakeholders for risk assessment, the co-CEOs and COO also hold regular cross-department risk management meetings to develop approaches regarding major crossdepartment risks, and report to the Board of Directors on a regular basis.

Sustainability Governance

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 Sustainability and Green Quality Management Center is established with the CEO serving as the highest-level manager, as mandated by the Chairman. The CEO is responsible for overseeing the sustainability projects and ensuring the achievement of goals related to material issues. 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.

This is the picture of ASUS' Sustainability Governance Structure.

GreenASUS Steering Committee & SERASUS Steering Committee

To horizontally implement the ESG-related ISO management system standards across various departments within the Company, we have established the "GreenASUS and SERASUS Management Committee." Senior management has appointed a management representative responsible for the Company's ISO 9000 Quality Management System, QC 080000 Hazardous Substance Process Management System, ISO 14001 Environmental Management System, and ISO 45001 Occupational Health and Safety Management System.

It holds periodic meetings and sends e-newsletters with contents including but not limited to companywide sustainable development information, the recent activities of managementsystem, and 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 advantages.

ESG Committee

To strengthen horizontal cross-unit communication within the company, ESG Committee was established with CSO as the Chairman of the Committee in 2022. Committee members were from each business unit as well as the design center, certification, marketing, sales and other support units. We consolidate the sustainability progress and requirements of each unit, facilitating the centralized integration of resources. This ensures the efficient allocation of resources, enabling all departments to progress in a unified sustainability direction.