Asus 2014 Annual Report Download - page 36

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III. Corporate governance
(I) Board of Directors
Board of Directors
The attendance of Directors for the 7 (A) Board Meeting in 2014:
Title Name
Attendance
in Person (B) By Proxy Attendance
Rate (%) (B/A) Remarks
Chairman Jonney Shih 6 1 85.71% 1 delegation
Vice
Chairman
Jonathan
Tsang 7 0 100%
Director Jerry Shen 6 0 85.71% 1 leaves
Director Eric Chen 3 1 42.85% 3 leaves and 1
delegation
Director S.Y. Hsu 7 0 100%
Director Joe Hsieh 4 1 66.67%
1 delegation
Discharged on
August 4, 2014.
Director Samson Hu 7 0 100%
Other mentionable items:
1. If there are circumstances referred to in Article 14-3 of the Securities and Exchange Act and
resolutions of the directors’ meetings objected to by independent directors or subject to qualified
opinion and recorded or declared in writing, the dates of the meetings, sessions, contents of
motion, all independent directors’ opinions and the company’s response should be specified: Not
applicable since the company does not have independent directors appointed.
2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents
of motion, causes for avoidance and voting should be specified: Not applicable since the
company does not have directors who need to have themselves excluded from the
meeting due to a conflict of interest.
3. Measures taken to strengthen the functionality of the board: To strengthen the resolution
procedures for major contributions, avoid influence of attending personnel to the resolution of
Board of Directors, and strengthen the disclosure of conflicts of interests in directors, the “Rules
and Procedures of Board of Director Meetings” have been passed with revisions in accordance
with the laws, regulations and standards of practice. Additionally, Compensation Committee has
been established to strengthen the compensation policies for directors and managers. Please refer
to (IV) Compensation Committee Operations for more information.