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
Remuneration Policy for Directors and Managers
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.
We commissioned Taiwan Corporate Governance Association for the external evaluation of board performance in 2022 with a report prepared and submitted to the Board of Directors in January 2023. The results are as follows:
- The Chairman of the Board of Directors has an open leadership style that allows Board members to fully express their opinions. The Chairman fully respects and adopts the opinions and suggestions made by Board members, which demonstrates the corporate culture of the Company that values collective wisdom.
- The five independent directors are active and responsible, interacting frequently with the management team outside of the board and committee meetings, communicating well and providing adequate consultation and guidance.
- The Audit Committee communicates with the internal audit unit and the certified public accountant without any issue. The Company takes responsibility for supervision and provides timely and helpful professional advice, and actively responds to such suggestions with a serious attitude so that the function of guidance and supervision can be effectively performed.
- The Remuneration Committee and the Board of Directors regularly review the policies, systems and standards for performance evaluation and compensation of directors and managers, and connect the Company's performance, individual performance and future risks to fulfill their functions.
- The Company has expanded the Corporate Risk Management Platform into the Business Continuity Management Committee to identify possible future risks, establish a good protection mechanism, and report regularly on risk management operations, facilitating board members to control the Company's overall risk and strategic direction.
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.
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 Business Continuity Management Committee, referred to as BCM, aims to identify and manage various risks that the company may encounter that may cause business interruption. In 2022, ASUS strengthened its risk governance structure, with more than half of independent directors serving as committee members and serving as the chairman, and an BCM office has established to assist each unit in risk management and control.
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 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. Where a negative impact affects stakeholders, the unit shall report the cause and methods for addressing the issue to the Board of Directors.
GreenASUS Steering Committee & 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.
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, and the latest legal announcements. 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.
The committee members come from business operation units, design centers, certification, marketing, business and other supporting units. Through the regular communication and sharing of international sustainability trends, we effectively focus common sustainable issues in the company's product, marketing, and design and integrate the sustainable marketing progress and needs of each unit, which helps to make effective resources allocation. So that all departments can move forward in a consistent direction.