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1. To create business environment for sustainable development, establish good corporate governance and risk control mechanisms, the Company has formulated the Ethical Corporate Management Best Practice Principles, the Procedures for Ethical Management and Guidelines for Conduct, the Code of Ethics and Conduct, the Directions Governing Internal Processing of Material Information and Prevention of Insider Trading, and other rules, which are announced on the internal or external website of the Company.
2. The regulatory personnel include directors, managers, employees, appointees and persons with substantial control over the Company.
I. Formulate ethical management policy and plan
(I) Has the Company formulated any ethical management policy adopted by the Board of Directors, and clearly stated the ethical management policies and practices in regulations and external documents, or do the Board of Directors and senior management actively implement their commitments on the management policy?
(1) The Company has adopted the Ethical Corporate Management Best Practice Principles with the approval of the Board of Directors. These principles are indeed implemented in internal management and external business activities. Besides, the Procedures for Ethical Management and Guidelines for Conduct have been formulated, to specifically specify the matters that the Company’s personnel should pay attention to in conducting businesses.
No material deviation.
(II) Does the Company establish an assessment mechanism for risk of unethical behaviors, regularly analyze and evaluate the business activities with high risk of unethical behaviors within the business scope, and draft a plan to prevent unethical behaviors, which at least cover the preventive measures under Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies?
(2) The Company has explicitly prohibited all unethical behaviors in the Procedures for Ethical Management and Guidelines for Conduct. It has taken preventive measures and educational initiatives to implement the ethical management policy.
No material deviation.
(III) Does the Company specify the operation procedures, behavioral guidelines, punishment and appeal systems for violations in the plan for preventing dishonest behavior, implement them, and regularly review the plan before revision?
(3) The Company has formulated the Procedures for Ethical Management and Guidelines for Conduct, which specifically regulate the matters that the personnel should pay attention to when performing the businesses, provides proper channels for reporting unethical behaviors, and punish them according to the relevant personnel management measures.
No material deviation.
II. Perform ethical management
(I) Does the Company evaluate integrity records of its business partners, and expressly specify clauses on ethical behaviors in the contracts concluded with the business partners?
(1) Where contracts concluded by the Company with its suppliers, customers or other business partners shall specify compliance with the ethical management policy, and stipulate that the contracts will be terminated or rescinded from time to time in the event the transaction counterparties commit unethical behaviors.
No material deviation.
(II) Has the Company set up a special unit subordinate to the Board of Directors for promoting ethical management, and regularly (at least once a year) report its ethical management policy, plan for preventing unethical behaviors and supervision of their execution to the Board of Directors?
(2) To improve the ethical management of the Company, the General Manager is responsible for implementing the ethical management policy and action guidelines, supervising their execution, and regularly reporting to the Board of Directors.
No material deviation.
(III) Has the Company established any policy for preventing conflicts of interest, provided appropriate statement channels and supervised their execution?
(3) The Company has formulated the Ethical Management Best Practice Principles. In case of any interests of conflict in conducting businesses, prior notices shall be given for avoidance. Any person with interests of conflict in any proposal of the Board of Directors shall avoid participating in discussing and voting for the proposal.
No material deviation.
(IV) Has the Company established effective accounting and internal control systems for ethical management? Does its internal audit organization draft related audit plans according to evaluation results on unethical behaviors, to verify compliance with the plans for preventing unethical behaviors, or does the Company entrust CPAs to perform the audit?
(4) The Company has established effective accounting and internal control systems. An internal audit organization is appointed to regularly verify compliance with the aforementioned rules, prepare audit reports and present them to the Board of Directors.
No material deviation.
(V) Does the Company regularly organize internal and external education and training about ethical management?
(5) The Company proposes its ethical management idea and norm at its internal meetings so that its employees could understand them.
No material deviation.
III. Operation of the Company’s whistleblowing system
(I) Has the Company established specific whistleblowing and reward systems, developed expedient whistleblowing channels, and assigned appropriate special personnel for those whistleblown?
(1) Violations of ethical management regulations shall be reported for instructions and punished in accordance with the relevant laws and regulations or personnel measures of the Compan. The Company uses the General Manager’s mailbox as a convenient communication channel for the employees, and corresponding personnel appointed by the departments will deal with those whistleblown.
No material deviation.
(II) Has the Company developed standard operating procedures for investigating reported matters , follow-up measures to be taken after the investigation and relevant confidentiality mechanism?
(2) The Company has formulated the Code of Ethics and Conduct. The identity of the informers and the contents of their reports are indeed kept confidential.
No material deviation.
(3) Does the Company take measures to protect the informants from improper treatment due to their reporting?
(3) The Company shall assume confidentiality obligations towards the informers to make sure of keeping their identity confidential.
No material deviation.
IV. Enhance information disclosure
Does the Company disclose the content and effectiveness of its Ethical Management Best Practice Principles on its website and MOPS?
The Company has announced and disclosed the Procedures for Ethical Management and Guidelines for Conduct on MOPS. The implementation and promotion of such procedures are revealed in the Company’s annual reports.
No material deviation.
V. Where the Company has established its own Ethical Corporate Management Best Practice Principles based on the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, please indicate the application of such principles and deviation from them: The Company has established the Ethical Corporate Management Best Practice Principles with reference to the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and its actual operations. It truly performs ethical management in compliance with pertinent laws and regulations, in order to specify what the employees shall pay attention to in conducting businesses.
VI. Other important information helpful for understanding the Company’s ethical management (e.g. the Company’s review and revision of the Ethical Management Best Practice Principles):
1. The Company obeys relevant laws and regulations as well as its internal control system. It has also set up a legal compliance office to strictly ban dishonesty or violations of laws and regulations.
2. To create enterprise culture of integrity and strengthen corporate governance and risk control, the Company specifies in the Procedures for Ethical Management and Guidelines for Conduct that the directors, managers and employees of the Company shall abide by laws and regulations and avoid unethical behavior in performing businesses, so as to improve the business environment.