Implementation status of performing Ethical Corporate Management
1. The Company's operational policy is based on the principles of integrity and responsibility. With reference to the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies", the Company's "Ethical Corporate Management Best Practice Principles" have been approved by the Board of Directors, which stipulate the Company's policies and practices on ethical corporate management, and the Board of Directors and the management shall undertake to actively implement them and establish a good corporate governance and risk control mechanism to create a sustainable business environment. Please refer to the "Company Regulations" for the " Ethical Corporate Management Best Practice Principles".
2. In order to improve the management of integrity management, the Company has designated the "Office of Governance and Sustainable Development" as a dedicated unit under the Board of Directors, which is responsible for formulating and supervising the implementation of policies and prevention programs for integrity management and ensuring that all operational activities are in compliance with laws and regulations. This responsible unit reports the implementation status to the Board of Directors on an annual basis, with the last two report dates were June 21, 2023 and November 10, 2022.
3. In addition to fulfilling the duty of care of a good manager, the board of directors also urges the implementation to improve the effectiveness of honest management. Current year's implementation:
(1) Disseminate the "Practice Ethics and Ethics Publicity and Reporting System" to directors, managers, and employees by email every quarter, including "Practice Ethics", " Codes of Ethical Conduct ", " Ethical Corporate Management Best Practice Principles " and reporting channels and whistleblower protection system.
(2) Include the " Ethical Corporate Management Best Practice Principles " in the training course for newcomers, and the duration of the course is 0.5 hours. In 2022, about 256 person-times participated and about 76 people were trained.
Implementation status of performing ethical corporate management in 2022Implementation status of performing ethical corporate management in 2021Prevent Insider Trading
Internal Regulations
The company's board of directors approved the revision and announced it on August 10, 2023 , the Company has revised Article 10, Paragraph 4 of the "Corporate Governance Best Practice Principles" to prevent insider trading and standardize stock trading control measures for insiders of the Company from the date they learn about the company's financial reports or related performance contents, including (but not limited to) Directors are not allowed to trade their stocks during the closed period of 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report.
Implementation Status in 2023
1. The company conducts education and publicity on the "Administrative Measures for the Prevention of Insider Trading" and related laws for current directors at least once a year, and for new directors within 3 months after taking office, and quarterly for managers and employees Promoting a ban on insider trading
2. In January, April, July, October 2022 and January, April, July, October 2023, the company conducted insider equity publicity to all directors respectively, including "Insider Equity Publicity", "Relevant Laws and Cases of Insider Trading" Analysis", "Relevant Laws and Case Analysis of Stock Price Manipulation", "Relevant Laws and Case Analysis of Short-term Trading Subscription Rights", "Large Acquisition of Equity and Treasury Shares", "Insider Equity Transactions".
3. In January, April, July, October 2022 and January, April, July, October 2023, the company advertised the prohibition of insider trading to managers and employees, requiring internal employees not to take advantage of their authority or positional relationship or information, for the improper benefit of oneself or a third party. Personnel shall abide by the relevant laws and regulations on the prevention of insider trading, and shall not engage in related securities transactions if they have important undisclosed information.
Communication Mechanism of Corporate Governance
1. Communication status between independent directors and internal audit supervisors and certified public accountants
The company's shareholders meeting on August 27, 2021 elected four independent directors and formed the Audit Committee.
The certified public accountant shall explain to independent directors at least quarterly at the Audit Committee meeting about the impact on the Company in term of the Company’s financial condition audited, adjusting entries, as well as revisions and release of IFRSs bulletins.
In addition to regularly sending various internal audit reports to the independent directors, the audit unit has irregular discussions with the independent directors; since the establishment of the Audit Committee, the company has at least a quarterly regular meeting to discuss with the Audit Committee, and the meeting minutes are submitted to the board of directors.
The audit supervisor, certified public accountants, and independent directors communicate directly by e-mail, telephone or face-to-face as necessary.
2. Communication status between independent directors (Audit Committee) and certified public accountants
| Date of meeting | Attendees of Independent Directors | Communication Focus | Communication Results |
|---|---|---|---|
| 2022/03/30 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the fourth quarter 2021 financial statements | No comments |
| 2022/05/11 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the first quarter 2022 financial statements | No comments |
| 2022/08/11 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the second quarter 2022 financial statements | No comments |
| 2022/11/10 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the third quarter 2022 financial statements • 2023 audit planning and key audit matters | No comments |
| 2023/03/27 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the fourth quarter 2022 financial statements | No comments |
| 2023/05/11 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the first quarter 2023 financial statements | No comments |
| 2023/08/10 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the first quarter 2023 financial statements | No comments |
| 2023/11/13 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the third quarter 2023 financial statements • 2024 audit planning and key audit matters | No comments |
3. Communication status between independent directors (Audit Committee) and the head of internal audit
| Date of meeting | Attendees of Independent Directors | Communication Focus | Communication Results |
|---|---|---|---|
| 2022/03/30 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Summary report on the execution results and tracking results of the previous year's audit plan • Report on the implementation status of this year's audit plan • Briefing on the audit tracking of Cyber security projects • Communication on the implementation status of store operation and inventory audit • 2021 "Internal Control System Effectiveness Assessment" and "Internal Control System Statement" | No comments |
| 2022/05/11 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the implementation status of the first quarter audit plan • Communication on the implementation status of store operation and inventory audit | No comments |
| 2022/08/11 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the implementation status of the second quarter audit plan • Communication on the implementation status of store operation and inventory audit • Current status of Internal auditors training and empowerment | Independent director, Chen Yan-Jun suggested: Please continue to pay attention to the payment and expense reimbursement of subsidiaries, and the management of seals. Handling situation: The audit office tracks the deficiency and improvement situation on a quarterly basis, and regularly holds a deficiency improvement meeting for the deficiencies found by the audit to assist the subsidiaries in improving and tracking the improvement progress. |
| 2022/11/10 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the implementation status of the third quarter audit plan • Communication on the implementation status of store operation and inventory audit • 2023 Internal Audit Work Review Plan | No comments |
| 2023/03/27 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Summary report on the execution results and tracking results of the previous year's audit plan • Report on the implementation status of this year's audit plan • Communication on the implementation status of store operation and inventory audit • 2022 "Internal Control System Effectiveness Assessment" and "Internal Control System Statement" No comments | No comments |
| 2023/05/11 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the implementation status of the first quarter audit plan • Communication on the implementation status of store operation and inventory audit | No comments |
| 2023/08/10 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the implementation status of the first quarter audit plan • Communication on the implementation status of store operation and inventory audit | No comments |
| 2023/11/13 Audit Committee | Xiao Min-Zhi Chen Yan-Jun Liu Vincent Yang Yun-Hua | • Report on the implementation status of the third quarter audit plan • Communication on the implementation status of store operation and inventory audit • 2024 Internal Audit Work Review Plan | No comments |