Audit Committee

The AES Audit Committee is composed of four independent directors. The Committee operates primarily for the purpose of supervising the following matters:

  • Fair presentation of the Company's financial statements
  • Appointment or dismissal of the certifying CPAs, and evaluation of their independence and performance
  • Effective implementation of the Company's internal control system
  • Compliance with relevant laws and regulations by the Company
  • Management and control of existing or potential risks of the Company

The Committee convenes at least once every quarter and may convene meetings whenever necessary. In 2025, the Committee held four meetings. The following matters were reviewed and approved by the Audit Committee:

  • Annual business report, financial statements, and earnings distribution proposal
  • Annual Internal Control System Statement
  • Derivative transactions
  • Investment proposals
  • Donation proposals
  • Evaluation of the independence and competence of the certifying CPAs
  • Issuance of support letters for credit facilities of investee companies

Communication between independent directors and the chief internal auditor and CPAs, and evaluation of CPA independence

The communication between the independent directors and the chief internal auditor was good. In 2025, four meetings were held. The major communication items are summarized below:

Audit Committee Communication Items Communication Results
March 4, 2025 1. Internal audit report for October 2024 to January 2025.
2. Completion of the 2024 self-assessment of the internal control system, including the Internal Control System Statement.		 1. Acknowledged. No other recommendations.
2. The proposal was approved without objection by all attending Committee members after the Chair consulted them, and was subsequently submitted to and approved by the Board of Directors.
May 6, 2025 Internal audit report for February to March 2025. Acknowledged. No other recommendations.
July 31, 2025 Internal audit report for April to June 2025. Acknowledged. No other recommendations.
November 6, 2025 1. Internal audit report for July to September 2025.
2. 2026 annual audit plan.		 1. Acknowledged. No other recommendations.
2. The proposal was approved without objection by all attending Committee members after the Chair consulted them, and was subsequently submitted to and approved by the Board of Directors.

The communication between the independent directors and the certifying CPAs was good, and the independent directors had no other recommendations. The major communication items in 2025 are summarized below:

Audit Committee Communication Items Communication Results
March 4, 2025 1. Report on the 2024 consolidated financial statements.
2. Report on key audit matters for the fourth quarter of 2024 and the impact of regulatory updates.		 1. The proposal was approved without objection by all attending Committee members after the Chair consulted them, and was subsequently submitted to and approved by the Board of Directors.
2. Acknowledged. No other recommendations.
May 6, 2025 1. Review results of the consolidated financial statements for the first quarter of 2025.
2. Impact of regulatory updates for the first quarter of 2025.		 1. The proposal was approved without objection by all attending Committee members after the Chair consulted them, and was subsequently submitted to and approved by the Board of Directors.
2. Acknowledged. No other recommendations.
July 31, 2025 1. Report on the consolidated financial statements for the first half of 2025.
2. Report on key audit matters for the first half of 2025 and the impact of regulatory updates.		 1. The proposal was approved without objection by all attending Committee members after the Chair consulted them, and was subsequently submitted to and approved by the Board of Directors.
2. Acknowledged. No other recommendations.
November 6, 2025 1. Review results of the consolidated financial statements for the third quarter of 2025.
2. Impact of regulatory updates for the third quarter of 2025.		 1. The proposal was approved without objection by all attending Committee members after the Chair consulted them, and was subsequently submitted to and approved by the Board of Directors.
2. Acknowledged. No other recommendations.

Evaluation of CPA Independence:

The AES Audit Committee evaluates the independence and competence of the Company's certifying CPAs on an annual basis. In addition to requiring the certifying CPAs to provide a Statement of Independence, the Committee conducts the evaluation based on the criteria set forth in the table below. After confirming that, except for fees related to audit certification and tax services, the CPAs have no other financial interests or business relationships with AES, and that the family members of the CPAs do not violate independence requirements, the most recent annual evaluation results were reviewed and approved by the Audit Committee on March 4, 2026, and subsequently submitted to and approved by the Board of Directors on March 4, 2026.

No. Evaluation Item Yes No
1. Whether none of the circumstances set forth in Article 47 of the Certified Public Accountant Act apply:
Currently employed by the client or audited entity for regular work, receiving fixed remuneration, or serving as a director or supervisor.
Previously served as a director, supervisor, manager or employee with significant influence over audit engagements of the client or audited entity, and has left such position for less than two years.
Has a spousal relationship, lineal blood relationship, lineal relationship by marriage, or collateral blood relationship within the second degree with the responsible person or manager of the client or audited entity.
The CPA, spouse or minor children have investment or shared financial interests with the client or audited entity.
The CPA, spouse or minor children have loans or borrowings with the client or audited entity, except where the client is a financial institution and the transaction is in the ordinary course of business.
Performs management consulting or other non-audit services that may affect independence.
Does not comply with regulations imposed by the competent authority regarding CPA rotation, handling accounting affairs on behalf of others, or other matters that may affect independence.		 v  
2. As of the most recent audit engagement, there has been no situation in which the CPA has not been rotated for seven years. v  
3. No material financial interest exists with the client. v  
4. Any inappropriate relationship with the client is avoided. v  
5. The CPA requires assistants to maintain integrity, fairness and independence. v  
6. The CPA does not audit or certify the financial statements of an organization where the CPA served within the two years prior to practice. v  
7. The CPA's name is not used by others. v  
8. The CPA does not hold shares of the Company or its affiliates. v  
9. The CPA has no loans or borrowings with the Company or its affiliates. v  
10. The CPA has no joint investments or profit-sharing relationships with the Company or its affiliates. v  
11. The CPA does not concurrently hold a regular position or receive fixed remuneration from the Company or its affiliates. v  
12. The CPA is not involved in management decision-making functions of the Company or its affiliates. v  
13. The CPA does not concurrently operate any other business that may impair independence. v  
14. The CPA has no spousal relationship or relationship within the second degree of kinship with the Company's management personnel. v  
15. The CPA has not received any commission related to the services performed. v  
16. As of the present date, the CPA has not been subject to any disciplinary action or circumstance impairing independence. v  

Term of the 2nd Committee Members (elected on May 30, 2023): May 30, 2023 to May 27, 2026. In 2025, the 2nd Remuneration Committee held 2 meetings. Attendance was as follows:

Position Name Actual Attendance Attendance by Proxy Actual Attendance Rate (%)
Convener Hsueh, Pin-Pin 2 0 100%
Member Yang, Cheng-Hsien 2 0 100%
Member Kao, Chih-Ting 2 0 100%

In 2026, the 2nd Remuneration Committee held 1 meeting. Attendance was as follows:

Position Name Actual Attendance Attendance by Proxy Actual Attendance Rate (%)
Convener Hsueh, Pin-Pin 1 0 100%
Member Yang, Cheng-Hsien 1 0 100%
Member Kao, Chih-Ting 1 0 100%

Term of the 3rd Committee Members: May 28, 2026 to May 27, 2029. In 2026, the 3rd Remuneration Committee has held 0 meetings. Attendance was as follows:

Position Name Actual Attendance Attendance by Proxy Actual Attendance Rate (%)
Convener Hsueh, Pin-Pin 0 0 Not applicable
Member Wang, Chen-Wei 0 0 Not applicable
Member Lin, Pi-Jung 0 0 Not applicable


Duties of the Remuneration Committee

The Committee shall exercise the care of a good administrator and faithfully perform the following duties, and shall submit its recommendations to the Board of Directors for discussion.

  • Establish and periodically review the policies, systems, standards and structure for performance evaluation and remuneration of directors, supervisors and managers
  • Periodically evaluate and determine the remuneration of directors, supervisors and managers
  • Meeting information of the Remuneration Committee
Remuneration Committee Agenda Items and Follow-up Actions Resolution Company's Handling of the Remuneration Committee's Opinions
2025.3.4 1. Proposal for the distribution of 2024 employee compensation and directors' remuneration. Approved by all Committee members. Submitted to and approved by all attending directors at the Board meeting.
2025.7.31 1. Review of the Company's 2024 directors' remuneration distribution proposal.
2. Review of the Company's policies and standards for managers' remuneration in 2025.		 Approved by all Committee members. Submitted to and approved by all attending directors at the Board meeting.
2026.3.4 1. Proposal for the distribution of 2025 employee compensation and directors' remuneration. Approved by all Committee members. Submitted to and approved by all attending directors at the Board meeting.

Other Matters to Be Stated:

If the Board of Directors does not adopt or modifies the recommendations of the Remuneration Committee, the date and session of the Board meeting, agenda items, Board resolutions, and the Company's handling of the Remuneration Committee's opinions shall be specified. If the remuneration approved by the Board of Directors is more favorable than the recommendation of the Remuneration Committee, the difference and the reasons shall be specified: None.

Members of Functional Committees

Position / Name Audit Committee Remuneration Committee Remarks
Independent Director
Hsueh, Pin-Pin		 V(Convener) V(Convener)  
Independent Director
Liang, Hua-Che		 V    
Independent Director
Wang, Chen-Wei		 V V  
Independent Director
Lin, Pi-Jung		 V V  

Board of Directors

Position Name Experience
Director Sung, Fu-Hsiang Director, Far East Kingston Technology Co., Ltd.
Director, Acer Sertek Inc.
Manager, Amperex Electronics Co., Ltd.
Department of Industrial Engineering, National Taipei Institute of Technology
Director Trend Power Technology Holdings (Samoa) Co., Ltd.
Representative: Sung, Wei-Jer		 Special Assistant to the Chairman, Simplo Technology Co., Ltd.
Manager, United Microelectronics Corporation
Postdoctoral Researcher, Lucent Bell Labs
R&D Engineer, Lien Wei Epi Technology Co., Ltd.
Ph.D., Institute of Electrophysics, National Chiao Tung University
M.S., Institute of Electrophysics, National Chiao Tung University
Director Chen, Tai-Ming Director, Simplo Technology Co., Ltd.
Attorney-at-Law, State of New York, U.S.A.
Senior Consultant, Dorsey & Whitney LLP
LL.M., Boston University, U.S.A.
LL.B., College of Law, National Taiwan University
Independent Director Hsueh, Pin-Pin General Manager, Dajing Management Consulting Co., Ltd.
Independent Director, Axiomtek Co., Ltd.
Remuneration Committee Member, Renkai Digital Media Marketing Co., Ltd.
Independent Director, Simplo Technology Co., Ltd.
Deputy General Manager, UFS Financial Consulting Co., Ltd.
Associate Director, Deloitte Financial Advisory Services Co., Ltd.
M.S., Graduate Institute of Banking and Finance, Tamkang University
Independent Director Liang, Hua-Che Chairman, BizLink Holding Inc.
BizLink Management
Greatlink USA Management
Member of Technical Staff, Cadence Design Systems
MSEE, Pennsylvania State University
Department of Electronics Engineering, National Chiao Tung University
Independent Director Wang, Chen-Wei Independent Director, Simplo Technology Co., Ltd.
President, Quanta Computer Inc.
Department of Electronics Engineering, National Chiao Tung University
Independent Director Lin, Pi-Jung Independent Director, Simplo Technology Co., Ltd.
Founder, University Eye Clinic Group
Co-founder, Books.com.tw
Attending Physician, Department of Ophthalmology, National Taiwan University Hospital
Ph.D., Institute of Genetic and Tissue Engineering, Jinan University
M.S., College of Management, National Taiwan University
School of Medicine, National Taiwan University

Implementation of Board Diversity

AES advocates and respects the policy of board diversity. To strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, AES believes that a diversified approach helps enhance the overall performance of the Company. Directors are elected based on merit and possess diverse and complementary capabilities across industries, including basic composition such as age, gender and nationality, as well as industry experience and relevant expertise in areas such as aviation, shipping, hospitality, finance and accounting, legal affairs, information technology and public welfare. Directors also possess capabilities in business judgment, business management, leadership, decision-making and crisis management. To strengthen the functions of the Board of Directors and achieve the ideal objectives of corporate governance, Article 20 of the AES Corporate Governance Best Practice Principles specifies that the Board of Directors as a whole shall possess the following capabilities: 1. Business judgment; 2. Accounting and financial analysis; 3. Business management; 4. Crisis management; 5. Industry knowledge; 6. International market perspective; 7. Leadership; and 8. Decision-making.
AES values gender equality in the composition of the Board of Directors and aims to increase the number of female directors to at least one-fourth of the Board. Currently, male directors account for 86% of the Board, representing 6 directors, and female directors account for 14%, representing 1 director. The Company will continue its efforts toward increasing female representation on the Board.

Core Diversity Matrix

Director Name Basic Composition Industry Experience Professional Expertise
Nationality Gender Employee
Status		 Age Tenure of
Independent Director		 Battery
Module
Industry		 Management and
Decision-making		 Marketing and
Business
Development		 Financial
Management		 Lawyer CPA
41-50 51-60 61-70 71-80 Less than
3 years
Sung, Fu-Hsiang R.O.C. Male V       V   V V V V    
Trend Power Technology Holdings (Samoa) Co., Ltd.
Representative: Sung, Wei-Jer		 R.O.C. Male V   V       V V V V    
Chen, Tai-Ming R.O.C. Male     V         V     V  
Hsueh, Pin-Pin R.O.C. Female       V       V   V    
Liang, Hua-Che R.O.C. Male       V   V   V V V    
Wang, Chen-Wei R.O.C. Male         V V   V V V    
Lin, Pi-Jung R.O.C. Male       V   V   V V V    

Performance Evaluation of the Board of Directors and Functional Committees

In March 2026, the Company completed the performance evaluation of the Board of Directors, individual directors, the Remuneration Committee and the Audit Committee. The evaluation results and directions for further enhancement in the following year were reported to the Board of Directors at the meeting convened on March 4, 2026. The implementation status and results of the 2025 performance evaluation of the Board of Directors are as follows:

Evaluation Cycle Evaluation Period Evaluation Scope Evaluation Method Evaluation Content Evaluation Result Recommendations
Annually January 1, 2025
to December 31, 2025		 Board of Directors as a whole Internal self-evaluation by the Board Including participation in company operations, quality of board decision-making, board composition and structure, election and continuing education of directors, and internal controls. Excellent No recommendations
Annually January 1, 2025
to December 31, 2025		 Individual directors Self-evaluation by directors Including understanding of company goals and missions, awareness of directors’ duties, participation in company operations, internal relationship management and communication, professional expertise and continuing education of directors, and internal controls. Excellent No recommendations
Annually January 1, 2025
to December 31, 2025		 Remuneration Committee Self-evaluation by directors Participation in company operations, awareness of the duties of the Remuneration Committee, quality of decision-making by the Remuneration Committee, composition and selection of members of the Remuneration Committee, and internal controls. Excellent No recommendations
Annually January 1, 2025
to December 31, 2025		 Audit Committee Self-evaluation by directors Participation in company operations, awareness of the duties of the Audit Committee, quality of decision-making by the Audit Committee, composition and selection of members of the Audit Committee, and internal controls. Excellent No recommendations

2025 Board of Directors and Functional Committees Evaluation Results

Evaluation Item(s) Operating Status (Note 1) Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor
Yes No Summary
  • Board Composition and Duties
  • Has the Company established rules governing Board performance evaluation and its evaluation methodology, conducted performance evaluations on a regular annual basis, reported the evaluation results to the Board, and used the results as a reference for individual directors’ remuneration and nomination for re-election?
V


















 























 
The Company’s Board approved the “Rules Governing Board Performance Evaluation” on April 10, 2020, stipulating that the Board shall conduct at least one performance evaluation each year covering the Board, individual Directors, the Remuneration Committee, and the Audit Committee. The internal evaluation shall be carried out at the end of each fiscal year in accordance with these Rules.
The measurement items for Board performance evaluation encompass the following five key dimensions:
(1) Level of participation in the Company’s operations.
(2) Enhancement of the quality of Board decision-making.
(3) Board composition and structure.
(4) Director selection and continuing education.
(5) Internal control.
The measurement items for performance evaluation of individual Directors encompass the following:
(1) Understanding of the Company and awareness of Directors’ duties and responsibilities.
(2) Level of participation in the Company’s operations.
(3) Directors’ professional competence and continuing education.
(4) Internal control.
The measurement items for performance evaluation of the Remuneration Committee encompass the following:
(1) Level of participation in the Company’s operations.
(2) Enhancement of the quality of Remuneration Committee decision-making.
(3) Remuneration Committee composition and structure.
(4) Member selection.
The measurement items for performance evaluation of the Audit Committee encompass the following:
(1) Level of participation in the Company’s operations.
(2) Enhancement of the quality of Audit Committee decision-making.
(3) Audit Committee composition and structure.
(4) Member selection.
The evaluation is executed by the Finance Department using internal questionnaires. It covers four parts: Board operations, Director participation, Remuneration Committee operations, and Audit Committee operations. The questionnaires include: Directors’ evaluation of Board operations, Directors’ self-evaluation of participation, Remuneration Committee members’ evaluation of Committee operations, and Audit Committee members’ evaluation of Committee operations.
In March 2025, the Company completed the performance evaluations for fiscal year 2024 covering the Board, individual Directors, the Remuneration Committee, and the Audit Committee, and reported the evaluation results at the Board meeting convened on March 4, 2025. The evaluation result for the year was “Excellent,” and the Board and members of each functional committee did not provide any suggestions for improvement.
No material differences.












 

Insider Trading Prohibition Policy / Implementation

AES has established the “Management Rules for Preventing Insider Trading” and, pursuant to Article 10 of the “Corporate Governance Best Practice Principles,” sets forth the prohibition of insider trading and the trading blackout period (Directors may not trade the Company’s shares during the blackout period of 30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of each quarterly financial report). The Company also publicizes key provisions as well as the latest official letters and announcements from the competent authority together with the monthly email notification regarding changes in insiders’ shareholdings.
The Company’s Finance unit is responsible for internal communications on preventing insider trading for insiders. In 2025, the Company regularly sent email notifications on the first business day of each month to remind insiders of key provisions as well as the latest official letters and announcements from the competent authority.
In 2025, the Company established an e-learning course titled [Procedures for Handling Material Inside Information] and requires all employees to comply with the Company’s mechanisms for handling and disclosi