Audit Committee

The AES Audit Committee is composed of four Independent Directors. The primary purposes of the Committee’s operations are to oversee the following matters:

  • The fair presentation of the Company’s financial statements
  • The appointment (or dismissal), independence, and performance of the external certified public accountants
  • The effective implementation of the Company’s internal control system
  • The Company’s compliance with relevant laws and regulations
  • The management and control of existing or potential risks faced by the Company

The Committee convenes at least once every quarter and may hold meetings at any time as necessary. In 2025, four meetings were held. 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 financial instrument transactions
  • Investment proposals
  • Donation proposals
  • Evaluation of the independence and competence of the external certified public accountants
  • Issuance of letters of support for credit facilities granted to investee companies

Communications between Independent Directors, the Head of Internal Audit, and the external auditors, as well as the evaluation of auditor independence

Communications between the Independent Directors and the Head of Internal Audit were satisfactory. In 2025, a total of four meetings were held. A summary of the key communication items is as follows:

Audit Committee Communication Items Results of Communication
March 4, 2025 1. Internal audit work report from October 2024 to January 2025.
2. Completion of the internal control self-assessment for 2024 (Internal Control System Statement).		 1. Noted. No further comments.
2. Approved without objection following consultation by the Chairperson and subsequently submitted to the Board of Directors for resolution.
May 6, 2025 Internal audit work report from February to March 2025. Noted. No further comments.
July 31, 2025 Internal audit work report from April to June 2025. Noted. No further comments.
November 6, 2025 1. Internal audit work report from July to September 2025.
2. Audit plan for 2026.		 1. Noted. No further comments.
2. Approved without objection following consultation by the Chairperson and subsequently submitted to the Board of Directors for resolution.

Communications between the Independent Directors and the external certified public accountants were satisfactory, and no additional comments were raised by the Independent Directors. A summary of the main communication items in 2025 is as follows:

Audit Committee Communication Items Results of Communication
March 4, 2025 1. Report on the consolidated financial statements for 2024
2. Report on key audit matters for the fourth quarter of 2024 and the impact of regulatory updates		 1. Approved without objection following consultation by the Chairperson and subsequently submitted to the Board of Directors for resolution.
2. Noted. No further comments.
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. Approved without objection following consultation by the Chairperson and subsequently submitted to the Board of Directors for resolution.
2. Noted. No further comments.
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. Approved without objection following consultation by the Chairperson and subsequently submitted to the Board of Directors for resolution.
2. Noted. No further comments.
Nov 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. Approved without objection following consultation by the Chairperson and subsequently submitted to the Board of Directors for resolution.
2. Noted. No further comments.

Evaluation of External Auditor Independence:

The AES Audit Committee conducts an annual evaluation of the independence and suitability of its external certified public accountants. In addition to requiring the auditors to provide a “Statement of Independence,” the Committee conducts its evaluation in accordance with the criteria set forth in the table below. Upon confirmation that the auditors have no other financial interests or business relationships with AES beyond audit and tax service fees, and that the auditors’ immediate family members do not violate independence requirements, the most recent annual evaluation results were reviewed and approved by the Audit Committee on March 8, 2024, and subsequently submitted to the Board of Directors for resolution on the same date.

No. Evaluation Criteria Yes No
1. No circumstances as specified in Article 47 and subsequent provisions of the Certified Public Accountant Act, including:
Employment by the client or audited entity in a regular position with fixed remuneration, or serving as a director or supervisor.
Former service as a director, supervisor, manager, or employee with significant influence over the audit engagement within the past two years.
Spousal or close familial relationships with responsible persons or managers of the client or audited entity.
Investment in or sharing of financial interests with the client or audited entity by the auditor, spouse, or minor children.
Loans or borrowings between the auditor (or immediate family) and the client or audited entity, except for normal financial institution transactions.
Provision of management consulting or other non-audit services that may impair independence.
Non-compliance with competent authority regulations regarding auditor rotation or other matters affecting independence.		 v  
2. No instance of continuous engagement exceeding seven years as of the most recent audit. v  
3. No significant financial interest with the client. v  
4. Avoidance of any improper relationships with the client. v  
5. The auditor ensures that assistants adhere to integrity, objectivity, and independence. v  
6. Financial statements of organizations served within the two years prior to practice commencement are not audited. v  
7. The auditor’s name is not used by others. v  
8. No shareholdings in the Company or its affiliated enterprises. v  
9. No lending or borrowing of funds with the Company or its affiliated enterprises. v  
10. No joint investments or profit-sharing arrangements with the Company or its affiliated enterprises. v  
11. No concurrent employment in regular positions with fixed remuneration at the Company or its affiliated enterprises. v  
12. No involvement in managerial decision-making functions of the Company or its affiliated enterprises. v  
13. No engagement in other businesses that may compromise independence. v  
14. No spousal or close familial relationships within the second degree of kinship with the Company’s management. v  
15. No receipt of any commissions related to professional services. v  
16. No disciplinary actions or incidents impairing independence to date. v  

The second term of the Committee (re-elected on May 30, 2023): From May 30, 2023 to May 29, 2026. In 2025, the second Salary and Remuneration Committee convened two meetings. Attendance details are as follows:

Title 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%


Responsibilities of the Remuneration Committee

The Committee shall faithfully perform the following duties and authorities with the due care of a prudent administrator and submit its recommendations to the Board of Directors for deliberation.

  • Formulate and periodically review the policies, systems, standards, and structures for performance evaluation and remuneration of directors, supervisors, and managerial officers.
  • Periodically evaluate and determine the remuneration of directors, supervisors, and managerial officers.
  • Information on meetings of the Salary and Remuneration Committee.
Salary and Remuneration Committee Proposal Content and Subsequent Handling Resolution Result Company’s Handling of the Opinions of the Salary and Remuneration Committee
March 4, 2025 1. 2024 employee remuneration and director remuneration distribution plan. Approved unanimously by all Committee members. The proposal was submitted to and approved by all directors present at the Board meeting.
July 31, 2025 1. Review of the Company’s 2024 director remuneration distribution plan.
2. Review of the Company’s policies and standards for managerial remuneration for 2025.		 Approved unanimously by all Committee members. The proposal was submitted to and approved by all directors present at the Board meeting.

Other Matters to Be Recorded:

If the Board of Directors does not adopt or amends the recommendations of the Salary and Remuneration Committee, the date, term, proposal content, resolution results of the Board, and the Company’s handling of the Committee’s opinions (if the remuneration approved by the Board is more favorable than the Committee’s recommendation, the differences and reasons shall be stated) must be disclosed. This situation did not occur.

Functional Committee Members

Title / Name Audit Committee Remuneration Committee Remark
Hsueh, Pin-Pin (Independent Director) V (Convener) V (Convener)  
Yang, Cheng-Hsien (Independent Director) V V  
Wu, Huei-Yu (Independent Director) V    
Kao, Chih-Ting (Independent Director) V V  

Board of Directors

Title Name Experience
Director Fu-Hsiang Sung Taipei Institute of Technology, Department of Industrial Engineering
Manager, Ampere Electronics Co., Ltd.
Division Head, Hongzhi Computer Co., Ltd.
Division Head, Far East Kingston Technology Co., Ltd.
Director Wei-Jer Sung Ph.D., Institute of Electrophysics, National Chiao Tung University
R&D Engineer, Lianwei Epitaxy Technology Co., Ltd.
Postdoctoral Researcher, Lucent Bell Labs
Manager, United Microelectronics Corporation (UMC)
Special Assistant to the Chairman, Simplo Technology Co., Ltd.
Director Duen-Chian Cheng B.B.A., National Taiwan University
MBA, Columbia University (U.S.)
General Manager, UMCCapital Corporation
Managing Director, United Management Consulting & Investment Co., Ltd.
Executive Director & Taiwan GM, Morgan Stanley Asia Limited
Executive Director, Goldman Sachs Asia L.L.C.
Independent Director Pin-Pin Hsueh M.S., Finance, Tamkang University
Independent Director, Simplo Technology Co., Ltd.
General Manager, Dajing Management Consulting Co., Ltd.
Independent Director Cheng-Hsien Yang LL.M., Institute for Law and Finance, Goethe University Frankfurt
Partner Attorney, Ren-Song Law Firm
Adjunct Lecturer, National Kaohsiung First University of Science and Technology
Legal Counsel, Pacific Distribution Investment Co., Ltd.
Deputy General Manager, Pacific SOGO Department Stores Co., Ltd.
Independent Director Huei-Yu Wu Department of Statistics, National Chengchi University
Managing Director, Gongxin Electronics Co., Ltd.
Independent Director, LTN Travel (Lü Tian Xia) / United International Travel Service
Deputy General Manager, JYun Co., Ltd.
Global Vice President, Greater China General Manager, Phoenix Technologies (U.S.)
Deputy General Manager, AAEON Technology Inc.
General Manager, Bissell Technology Inc.
Deputy General Manager, VIA Technologies, Inc.
General Manager, Intel Taiwan (U.S.)
Independent Director Chih-Ting Kao EMBA, National Taiwan University
Associate, Proxima Ventures Co., Ltd.
Manager, SinoPac Venture Capital Co., Ltd.

Implementation of Board Diversity

AES advocates and respects the Board diversity policy. To strengthen corporate governance and promote a sound Board composition and structure, AES believes that a diversity approach helps enhance overall corporate performance. Directors are selected based on merit and are expected to possess complementary capabilities across industries, including basic attributes (e.g., age, gender, nationality), as well as industry experience and professional skills (e.g., aviation, shipping, hospitality, accounting and finance, legal and insurance, information technology, and public service), together with capabilities in business judgment, management, leadership and decision-making, and crisis management. To strengthen Board functions and achieve governance goals, Article 20 of AES’s Corporate Governance Best Practice Principles specifies that the Board as a whole should possess the following competencies: (1) business judgment; (2) accounting and financial analysis; (3) management; (4) crisis management; (5) industry knowledge; (6) international market perspective; (7) leadership; and (8) decision-making.
AES values gender equality in the Board’s composition and targets at least one-quarter of seats to be held by women. Currently, male directors account for 71% (5 directors) and female directors account for 29% (2 directors). AES will continue to maintain this target.

Core Diversity Matrix

Director Basic Composition Industry Experience Professional Expertise
Nationality Gender Employee
Status		 Age Independent
Director Tenure		 Battery
Module		 Management &
Decision-making		 Marketing &
Business Development		 Financial
Management		 Attorney CPA
41–50 51–60 61–70 71–80 <= 3 Years
Fu-Hsiang Sung R.O.C. Male V       V   V V V V    
Trend Power Technology Holdings (Samoa) Co., Ltd
Representative: Wei-Che Sung		 R.O.C. Male V V         V V V V    
Tun-Chien Cheng R.O.C. Male       V       V   V    
Pin-Pin Hsueh R.O.C. Female     V     V   V V V    
Cheng-Hsien Yang R.O.C. Male     V     V   V   V V  
Hui-Yu Wu R.O.C. Female       V   V   V V V    
Chih-Ting Kao R.O.C. Male   V       V   V V V    

Performance Evaluation of the Board and Functional Committees

In March 2025, the Company completed performance evaluations for the Board of Directors, individual directors, the Remuneration Committee, and the Audit Committee. The evaluation results and continuous improvement directions for the next year were reported to the Board at the Board meeting held on March 4, 2025. The implementation and results of the 2024 evaluation are as follows:

Cycle Period Scope Method Contents Result Recommendations
Annually Jan 1 – Dec 31, 2024 Board as a Whole Internal Self-Assessment Includes participation in operations, decision quality, composition and structure, director selection and continuing education, internal controls, etc. Excellent No improvement recommendations at this time
Annually Jan 1 – Dec 31, 2024 Individual Directors Self-Assessment Includes understanding of company goals and mission, duty awareness, participation, internal relationship management and communication, professional competence and continuing education, internal controls, etc. Excellent No improvement recommendations at this time
Annually Jan 1 – Dec 31, 2024 Remuneration Committee Self-Assessment Includes participation in operations, duty awareness, decision quality, committee composition and member selection, internal controls, etc. Excellent No improvement recommendations at this time
Annually Jan 1 – Dec 31, 2024 Audit Committee Self-Assessment Includes participa

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