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Ethical Corporate Management &Prohibition of Insider Trading
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Ethical Corporate Management:
In order to improve the administration of integrity management and establish a corporate culture with integrity management, the board of directors approved the "AUO Ethical Corporate Management Principles", which is the Company's highest integrity policy. The Company also establishes “AUO Enterprise Integrity Policy” and “AUO Declaration Regulations for Conflict of Benefits”. HR Headquarter is responsible for formulating the ethical management policy and preventive measures as well as supervising their implementation and to report to the directors regarding the implements in the first board meeting each year.
The implements of the integrity operations include：Introduction and signing of the Corporate Integrity Handbook, global promotion of "Integrity AUO People", online integrity and compliance courses, conflict of interest declaration process, clean job inventory, and signing and regular promotion training of the "Supplier/Outsourcer Code of Conduct". Among these, the company conducts integrity governance training courses for directors and all employees through the education and training mechanism. The content includes prevention of the seven unethical behaviors in the listed companies' integrity management principles, while strengthening the promotion of the company's integrity policy, prohibiting unfair competition behavior and leaking trade secrets.
The 2024 training course aims to promote compliance with relevant laws and regulations, including the Company Act, Securities and Exchange Act (including prevention of insider trading), Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest and other related acts. A total of 9 directors have completed the training, with a training duration of 1.5 hours. Over 35,000 employees have been trained in total, with a completion rate of 99.5%.
For new employees, each newcomer is required to participate in a 10-minute "Integrity Instruction Course" and sign the Integrity Declaration upon entry. In 2024, a total of 1,236 individuals have completed the New Employee Integrity Course and signed the commitment. The course covers topics such as corporate integrity policies, insider trading laws, antitrust laws, and competition regulations. The total training duration exceeds 200 hours.
As for internal employees and suppliers, they regularly disseminate integrity cases at least 3 times a year through internal announcements and letters, and for contractors, they are disseminated on a regular basis through contractor meetings to remind colleagues and stakeholders of the company's commitment to integrity in business. In order to prevent dishonest behavior, a regular oversight mechanism is used to require all company executives and integrity function staff to make a "Declaration of Conflict of Interest".
Prohibition of Insider Trading:
The Company has established the "Procedures for Handling Material Inside Information and Insider Trading Prevention", which prohibit internal personnel from trading securities based on unpublished market information. This serves as the basis for the company's major information handling and disclosure mechanisms. Additionally, the Company conducts periodic reviews of these procedures to ensure compliance with current laws, regulations, and practical management needs. The procedures are available for reference on the company's website.
For new directors and managers, our company conducts educational briefings on insider trading prevention within one month of their appointment. The training covers the scope of the prohibition of insider trading, the range of significant information that may impact stock prices and their disclosure methods, as well as associated penalties and legal regulations. During the annual shareholders' meeting held on May 28, 2025, the 11th Board of Directors was elected. On June 6 of the same year, all new directors received approximately 0.5 hours of legal compliance training, which included specific content on the prohibition of insider trading. In 2024, the company also organized corporate integrity training sessions for directors, all employees, and new hires to enhance awareness of fraudulent and unethical behaviors and to strengthen a culture of integrity within the organization.
The Company conducts educational briefings on Regulation No. 157-1 of the Securities and Exchange Act before the release of each quarterly operational results (note). These briefings are targeted at internal personnel and managers and employees in specific roles. The content includes reminders to maintain confidentiality during insider trading periods, the scope of the insider trading prohibition, the range of significant information that may influence stock prices and their disclosure methods, as well as relevant penalties and legal regulations. The purpose of these efforts is to effectively implement preventive measures against insider trading.
Note: The dates for the release of operational results in each quarter of 2024 are January 31, April 30, July 31, and October 31.
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Corporate Social Responsibility
& Risk management
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The balancing development of enterprise management and green sustainability is the philosophy of AUO's sustainable operation. While pursuing a robust corporate structure, it invests more long-term resources in environmental protection and social participation issues. The Sustainability Committee established in 2013 is AUO’s highest governing body for sustainable development, actively integrating the United Nations Sustainable Development Goals (SDGs) and corporate core competitive strategies, valuing value chain collaboration, and actively implementing global partnership relationships. It aims to be a leader in corporate sustainable development, focusing on creating more shared value.
In response to global climate actions towards net-zero carbon emissions in 2021, the Committee was renamed the ESG and Climate Committee. The ESG and Climate Committee is chaired by the Chairman of the Board and the Group CEO, with the position of Sustainability Officer, and is operated by the Sustainability Management Department. Based on the substantive importance of operations, eight sub-committees have been set up under its jurisdiction, led by Deputy General Managers as the chairpersons, to lead the sub-committees’ operations and cross-unit cooperation. Corporations will unfold the vision and blueprints into team goals and plans, review them monthly, report to the Chairman every quarter on significant decision-making issues, and report to the Board annually following the Sustainable Development Code. The chairperson of the "ESG and Climate Committee" reports to the board on the results of sustainable development and future work plans.
In 2024, two reports were made to the board of directors, including the identification of sustainable issues that need attention, the formulation of responsive action plans, goal setting, and policy revision for sustainable issues. The board must evaluate the reasonableness and feasibility of strategies and goals, and regularly review the progress of strategy and goal promotion, to supervise the implementation of sustainable management matters, and urge the execution team to make necessary adjustments when needed.
In addition, in response to new current issues, sustainability policies and developments, discussions, creative thinking, and project resource communication are carried out irregularly through the Secretary Exchange Meeting.
On March 11, 2024, our company formally established the Sustainability & ERM Committee under the jurisdiction of the Board of Directors. The committee is to assist the board in ongoingly pushing forward corporate sustainability and risk governance, fulfilling the purposes of sustainable management, and integrating/improving risk management operations. This way, the board directors can understand operation status better, and allocate and assign ample and appropriate resources, enabling effective execution of enterprise risk management. The mechanism and culture of suitable risk management are established to oversee and ensure the functioning efficiency of the overall enterprise risk management mechanism.
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