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Performance Evaluation and Remuneration

Performance Evaluation of the Board and Functional Committees

(1)Internal Performance Evaluation?

Self-evaluation?
Evaluation cycle	Evaluation period	Scope of evaluation	Method of evaluation	Evaluation contents
Once a year ?	2023.10~ 2024.09	Board of Directors	The self-evalution is conducted by members of board of directors and each functional committee. The process is administrated by the secretariat of the Corporate governance and nomination committee.	The level of participation in the company's operation/Directors' sense of duty and level of participation in the company's operation Enhancing the quality of board decision-making/grasp of the company's goals and tasks as well as the management and communication of internal relations Composition and Structure of the board of directors Appointment of Directors and Continuing Education Internal Control
		Individual Directors
		Audit Committee		The level of participation in the company's operation Understanding of the responsibilities of functional committees Improving the decision-making quality of functional committees Composition and appointment of functional committee members Internal Control
		Remuneration Committee		The level of participation in the company's operation Understanding of the responsibilities of functional committees Improving the decision-making quality of functional committees Composition and appointment of functional committee members
		Corporate governance and nomination committee
		Sustainability and risk management committee

The "Board Performance Evaluation Measures" were approved by the Board of Directors on October 29, 2019. They stipulate that performance evaluations will be conducted annually for the "Board of Directors," "Board Members," "Audit Committee," "Compensation Committee," "Corporate Governance and Nomination Committee," and "Sustainability and Risk Management Committee." The evaluation results are categorized into three levels: Exceeding Standards, Meeting Standards, and Needs Improvement.

The self-evaluation results of the company's "Board of directors", "Audit committee", "Remuneration committee", "Corporate governance and nomination committee" and "Sustainability and risk management committee" in 2024 are all above the standard, and there are no major improvement items. The evaluation results has been reviewed at the first Board meeting in 2025 the board of directors reports to the directors and serves as a reference for the performance, remuneration and nomination for renewal of members of the board of directors and functional committees.

(2)External Performance Evaluation

External Evaluation

Evaluation cycle

Evaluation period

Scope of evaluation

Method of

evaluation

Evaluation contents

Once every 3 years

2023.09~

2024.08

Board of Directors

Evaluation was conducted by online self-assessment questionnaire and field visit.

Taiwan Corporate governance Association was entrusted to evaluate the effectiveness of the external board of directors in eight aspects, including composition, guidance, authorization, supervision, communication, internal control and risk management, self-discipline and support system.

The performance evaluation of the company's board of directors will be conducted at least once every three years by an external professional independent organization or a team of external experts and scholars. In 2024, the company commissioned the "Taiwan Corporate Governance Association" to conduct an external board effectiveness assessment. This assessment will evaluate five major dimensions: the composition and division of labor of the board of directors, the guidance and supervision provided by the board, the authorization and risk management by the board, the communication and collaboration within the board, and the self-discipline and continuous improvement of the board. The assessment results will be reported to the board of directors on February 13, 2025.

Reasons why external agencies and evaluation committees are independent:

The Taiwan Corporate Governance Association is neither a related party to the company nor engaged in any business relationship that could affect its independence. The evaluation participants and their second-degree relatives do not hold positions of significant influence in the company, nor do they have direct or indirect financial interests in the company or receive any gifts from it.

The evaluation and recommendations issued by the Taiwan Corporate Governance Association (TCGA):

The Taiwan Corporate governance Association (TCGA) has no business dealings with the company and maintains its independence. According to its evaluation report, four of the company's directors are independent directors, accounting for half of the total board seats, while female directors make up one-third of the board. All directors are professionals with extensive experience in business management. The chairman of the board respects the diverse expertise of the directors, fostering an open atmosphere during board meetings. Additionally, the board conducts a pre-meeting one day prior to the official board meeting for the exchange of opinions, effectively exercising its leadership function. The company holds semi-annual strategy meetings where the management team reports to and exchanges insights with board members. These meetings focus on the company's mid- to long-term goals and development strategies, covering topics such as capacity planning, equity investments, technology development, and ESG-related issues. Additionally, board members are invited to external conferences arranged by the company, fostering in-depth interaction and discussions on the company's short-, medium-, and long-term sustainability goals. This enhances the board's role in strategic guidance. The performance evaluation criteria for senior managers (including the CEO) are set based on the company's long-term development strategy, incorporating financial and ESG performance indicators, with the establishment of clawback provisions. This effectively incentivizes the team to pursue the company’s long-term interests, laying the foundation for sustainable development. In 2021, an external professional independent organization was commissioned for the first time to conduct a performance evaluation of the board of directors. The evaluation results were reported to the board, and improvement plans have been developed and gradually implemented in response to the recommendations from the previous external evaluation.

Recommendations

Improvement planning

In the organizational structure chart disclosed in the company's annual report, a "Chief Compliance Counsel for Antitrust Laws" is established under the Audit Committee to respond to the needs arising from past phased tasks. However, given the increasingly diverse and complex legal environment faced by the company's operations today, it is recommended that your company consider changing this title to one that more appropriately reflects the current compliance functions.

On February 13, 2025, the board of directors reported the evaluation results to the directors. Based on TCGA’s recommendations, the board will use these insights to continuously enhance its functions. Suggested improvements include increasing the visibility of the stakeholder section and Audit committee mailbox disclosure and reviewing the title of the company’s current antitrust compliance legal advisor to ensure broader coverage of today's complex regulatory environment.

Adjusted 'Antitrust Law Compliance General Counsel' to 'Legal Compliance General Counsel'.
Revealed stakeholder and audit committee email addresses, enhanced data hierarchy, and consolidated into a dedicated section.

The company has established a stakeholder section and an Audit Committee email on its website. However, the current disclosed location is relatively difficult to find. It is recommended that your company review and enhance the visibility of this information to enable stakeholders to quickly and comprehensively understand relevant information, thereby improving the transparency of the company’s information.

Please click?here?to view the external conclusion assessment statement from the Taiwan Corporate Governance Association.

Director’s and Manager’s Remuneration

(1)Director's remuneration

The remuneration of the directors of the Company is determined by the board of directors in accordance with the Articles of Incorporation, issued based on the director's participation in the Company's operations and contribution, with reference to both domestic and foreign market standards, as set forth in the "Compensation Guidelines for Directors and Functional Committee Members."? The remuneration of directors is increased based on their responsibilities (such as serving as a member or convener of various functional committees), risks and time invested, and may be reduced based on operational performance or director performance evaluation results.

If the Company makes profits for the year, no less than 5% the Company shall set aside as employee’s profit sharing and no more than 1% as directors’ profit sharing. However, when the Company still has accumulated losses, provision should be made in advance for the deficit.

(2)Manager's remuneration

Manager's Remuneration Policy

The remuneration of the Company's executive officers is determined in accordance with the principles outlined in the “Remuneration Policy of Executive officers,” as established by the Remuneration committee and the board of directors. The policy is reviewed annually by the Remuneration committee and submitted to the board of directors for approval. Additionally, the Company collaborates with external professional compensation consultants to ensure that executive officers remuneration remains competitive and aligned with market trends and evolving industry dynamics.

The remuneration of the Company’s executive officers, including the CEO, is closely linked to the Company’s operational performance. The total compensation package consists of base salary, short- and long-term variable bonuses, and profit-sharing employee bonuses. Variable bonuses, determined based on overall operational performance, account for approximately 70% to 90% of total remuneration, depending on job position and individual performance. The Company has also implemented a long-term incentive plan for executive officers, with a three-year performance evaluation period. Stock-based rewards make up more than 50% of the long-term incentive plan, and a clawback provision is in place to reinforce alignment with shareholder interests.

The performance evaluation of the Company’s executive officers incorporates both financial and sustainability-related metrics. In addition to financial indicators aligned with the Company’s long-term strategic goals, such as EBITDA, revenue, gross profit margin, and strategic product operating profit margin, the Company integrates ESG performance metrics. To further promote sustainability, the Company links executive officers’ rewards to the achievement of AUO’s sustainable development goals and key management objectives. Compensation weightings are assigned based on each executive’s responsibilities in Environmental (E), Social (S), and Governance (G) initiatives, reinforcing senior management’s commitment to sustainable corporate operations.

Managerial Shareholding Regulations

Part of the executive officers' remuneration is granted in the form of stock. The board of directors established the “Executive Stock Ownership Guidelines” on February 23, 2023, which were reviewed and revised on March 11, 2024. The guidelines require executives to hold company shares equivalent to a multiple of their annual base salary: ten times for the chairman, CEO, and president, and five times for other executives. Executives must meet the shareholding requirement within five years of their appointment or the policy’s effective date and maintain the required shareholding value throughout their tenure. This policy aims to strengthen Corporate governance and mitigate management risks.

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東升國際

Governance

Performance Evaluation and Remuneration