| Assessed Items | Operation Circumstances | Differences and its Reasons of the Conducts of Integrity as compared with other listed companies and OTC companies | ||
|---|---|---|---|---|
| Yes | No | Abstracts | ||
| 1. Establishing integrity management policies and programs | ||||
| 1.1 Does the company establish integrity management policy which is approved by the board of directors, and express its commitment in its regulations and external documents, as well as the commitment of the board of directors and management to actively implement business policies? |
● | The Company has established ”Ethical Corporate Management Best Practice Principle” and actively prevent dishonest behavior and clearly stipulate that directors, managers, employees or persons with substantial control over the company shall not directly or indirectly provide, promise, request or accept any improper benefits, or do other things that violate integrity , illegal or breach of fiduciary obligations and other dishonest behaviors that damage the company's interests and reputation...etc. Establish and actively implement a corporate culture of honest management. The company's code of integrity management and related policies have been disclosed on the public information observatory and company website. |
No Major differences |
|
| 1.2 Does the company formulate a risk assessment mechanism to prevent dishonesty, assess and analyze high dishonesty risk operation activities, and formulate procedures to prevent such activities which at least in accordance with seventh paragraph of Article 7 (2) of the “Code of Integrity of Listed Companies”? | ● | The Company has established a “Ddishonesty Rrisk Aassessment Amechanism” in accordance with the "Integrity Management Code", and regularly analyzes and evaluates business activities with higher dishonest behavior risks within the business scope, covering the prevention measures for each behavior in Article 7, Paragraph 2 of the "Integrity Management Code for Listed Companies", and has formulated a dishonest behavior prevention plan based on this. The company's dedicated unit evaluates and reviews the current rules and regulations to see if they can effectively reduce dishonesty risks. The result of the dishonest behavior risk in 2024 was low risk. |
No Major differences |
|
| 1.3 Does the company specify the operating procedures, behavior guidelines, disciplinary penalties and grievance system in the plan to prevent dishonesty, and implement it, and regularly review and revise the plan? | ● | The Company has clearly defined relevant operating procedures and behavioral guidelines in the "Dishonest Behavior Prevention Program" to prevent dishonest behavior from occurring, and has established relevant disciplinary and appeal systems in Article 18 of the "Dishonest Behavior Prevention Program" and the Company's "Reward and Punishment Management Measures". The Company does not allow any bribery, fraud, abuse of company assets or sacrificing company interests for personal gain. To strengthen and implement integrity management, the Company's integrity management unit will keep abreast of the dynamics of the competent authorities, add or revise various codes and operating procedures related to corporate governance and integrity management, and regularly perform related operations such as assessment of dishonesty risks and revision of prevention plans, and report the progress to the Board of Directors on a regular basis. In addition, in order to enable colleagues to always maintain awareness of anti-corruption and integrity ethics, the company has published the above-mentioned relevant regulations on the company's internal website. In addition, the integrity principal clause is added to the employment contract of new employees, and all employees are given education and tests related to integrity management every year, actively implementing anti-corruption, integrity and moral values, and deepening the "integrity" principle. |
No Major differences |
|
| 2. The Implementation of Integrity Management | ||||
| 2.1 Does the company assess the integrity record of the object of the transaction and specify the terms of good faith in the contract with the transaction partner? | ● | The Company fulfills the contracts of commercial activities in accordance with fair ethics and in strict compliance with relevant laws, regulations and contract terms. It evaluates the integrity records of trading partners and stipulates integrity behavior clauses in contracts signed with trading partners, stipulating that any inappropriate business behaviors such as bribery, embezzlement, extortion, etc. shall not be carried out to ensure compliance with anti-corruption regulations. |
No major differences |
|
| 2.2 Does the company set up a special unit that promotes the integrity management of the company under the board of directors, and regularly reports (at least once a year) its integrity policy, prevention on dishonesty, and execution to the board of directors? | ● | The Company has a dedicated unit for integrity management to assist in formulating the integrity management code and is responsible for promoting the implementation of integrity management. Through annual education and testing related to the integrity management code, the Company actively implements integrity, integrity and moral values and reports the implementation status to the Board of Directors every year (at least once a year). The "2024-year integrity management, prevention of insider trading and promotion of major information processing" was reported to the board of directors in August 2024 by letter. |
No major differences |
|
| 2.3 Does the company formulate a policy to prevent conflicts of interest, provide a proper presentation channel, and implement it? | ● | The Company has conflict of interest clauses in its "Code of Integrity" and "Corporate Governance Practices", requiring directors, managers and all employees to prevent conflicts of interest and not to use their positions or influence in the company to obtain improper benefits for themselves or others. The Company's "Procedure Rules of Board Meetings" and "Procedure Rules of Audit Committee" both contain relevant director recusation clauses to avoid conflicts of interest. If any director has a conflict of interest with himself or the legal person he represents on the various meetings of the board of directors and may cause harm to the interests of the company, he shall excuse himself from the discussion and voting, and shall not exercise the voting rights on behalf of other directors. Independent directors are appointed to make recommendations based on their professional knowledge and experience in an objective and fair manner. When the board of directors discusses any proposal, they fully consider the opinions of independent directors and include their reasons for objection or reservations or opinions in the meeting minutes to effectively protect the interests of the company. The Company's transactions with related parties and related enterprises comply with Article 17 of the "Corporate Governance Practice Principles". Business dealings are based on the principle of fairness and reasonableness. Written regulations are established for mutual financial and business dealings. Price conditions and payment methods are clearly stipulated for contractual matters, and the transfer of benefits is strictly prohibited. Transactions involving major related persons and related companies must be approved by the Audit Committee and then submitted to the Board of Directors for resolution |
No Major differences |
|
| 2.4 Has the company established an effective accounting system and internal control system for the implementation of credit management, and the internal auditing unit will establish audit plan based on the assessment of dishonesty behavior risk, and audit the compliance status of dishonesty behavior or entrust external accountant to perform audit? | ● | The Company establishes accounting systems and prepares financial reports in accordance with the Financial Reporting Standards for Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Interpretation Announcements (IFRS Accounting Standards) approved by the Financial Supervisory Commission, and entrusts Deloitte Touche Tohmatsu to audit and approve the financial reports. The company has established an internal control system related to honest management, and the internal audit unit has formulated an audit plan based on the assessment results of the risk of dishonest behavior, including the audit object, scope, items, frequency, etc. The audit results will be submitted to the Audit Committee and the Board of Directors in the form of an audit report to allow the management to understand the company's internal control implementation status and achieve the purpose of management. |
No Major differences |
|
| 2.5 Does the company regularly hold internal and external training of integrity management? | ● | The company regularly promotes the code of integrity management to directors, managers and all employees every year to make them fully understand the company's integrity management standards. In 2024, the relevant education and training will total 150 person-times and 540 hours. In addition, new employees are required to undergo ethical conduct orientation and anti-corruption courses when they take up their posts. |
No Major differences |
|
| 3. The Operation of The Company's Reporting System | ||||
| 3.1 Does the company have a specific reporting and reward system, and establish a convenient reporting channel, and assign appropriate personnel to the respondents? | ● | The Company supports an open, transparent, honest and ethical culture and encourages internal and external personnel to report any behavior that does not comply with regulations or the Company's policies through relevant reporting channels. Anonymous reporting is also allowed. Reporting channels include (1) Internal suggestion box; (2) Internal and external staff reporting mailbox: This email address is being protected from spambots. You need JavaScript enabled to view it. |
No Major differences |
|
| 3.2 Does the company stipulate the operational procedures for reported matters’ investigation, relevant actions and confidentiality mechanism after investigation? | ● | The company's "Report and Complaint Management Procedure" stipulates the standard operating procedures for investigating reports, follow-up measures to be taken after the investigation is completed, and related confidentiality mechanism statements. Relevant personnel who know the content of the case should strictly abide by the principle of confidentiality. If there is any leakage, they will be severely punished in accordance with the company's disciplinary regulations to avoid retaliation or improper treatment of the reporter. |
No Major differences |
|
| 3.3 Does the company take measures to protect the prosecutor from improper handling due to the report? | ● | The safety of the whistleblower should be protected and handled prudently in accordance with the precautions in the confidentiality statement to protect the whistleblower from being improperly punished for reporting. |
No Major differences |
|
| 4.Strengthen Information Disclosure | ||||
| 4.1 Does the company exposes the contents of its integrity management code and promotes its effectiveness on its website and public information observatories? | ● | The Company will disclose information on the Code of Good Practice in company’s website and the public information observatory and the annual report of the shareholders' meeting. |
No Major differences |
|
| 5. If the company has its own code of conduct in accordance with the Code of Conduct for the Listing of Companies in the Listed Companies, please describe the difference between its operation and the code: The company has established relevant measures and implemented them accordingly. No major difference. | ||||
| 6. Other important information that helps to understand the company's integrity operation: (If the company reviews and amends its established code of conduct, etc.): None. | ||||
Anti-corruption, honest management and implementation of moral values are the core values and fundamentals of the Company's operations. The Company's board of directors passed the formulation of the " Ethical Corporate Management Best Practice Principles ", "Integrity Operation Procedures and Behavior Guidelines”, "Supplier Code of Conduct", and "Anti-corruption and Anti-bribery Policy" as the basis for compliance by all employees and business partners.
The above-mentioned main areas of anti-corruption and integrity management and the relevant implementation status of the year are as follows:
1. Employees:
- 0 complaints and reports (including anonymous reports) related to honest management in 2024.
- No corruption or bribery, conflict of interest, money laundering or insider trading in 2024.
- The company prevents employees from committing unethical behaviors through "Integrity Business Operation Procedures and Conduct Guidelines" and strict internal control systems, as well as continuous internal communication and education and promotion. In employee satisfaction surveys in recent years, the "Moral Values" aspect has the highest satisfaction level.
- The company conducts education program on integrity management, reporting and complaint procedures, ethical code of conduct, etc. to all colleagues through letters or official documents every year, educates colleagues on matters they should pay attention to when performing business, strengthen the concept and implementation of employee ethics, anti-corruption concepts and prevention mechanisms, and jointly manage and prevent the occurrence of dishonest behaviors.
2. Business partners:
- Before establishing a business relationship with dealers, suppliers or other business partners, evaluations must be made on legality and reasonableness of their business practices, and whether the partners have any records of violating integrity management. Explicitly refuse to accept any improper benefit in business process that are directly or indirectly provided, promised or requested. Once dishonest behavior is discovered, transactions will be stopped immediately.
- The Company's has set up a dedicated report and complaint mailbox on official website for business partners, and has dedicated personnel responsible for handling reports and complaints. In order to protect the whistleblower and complainant, investigations will be made in accordance with the principle of confidentiality and disclosing case details is strictly prohibited. When investigating relevant personnel, only the relevant parts of the personnel and the case will be discussed to protect the rights and interests of the whistleblower. There were 0 related complaints and reports (including anonymous reports) in 2024.
3. Corruption and integrity management risk assessment:
- Regularly conducts annual assessments on business activities with higher risks of dishonest, confirms that the current internal rules and regulations can effectively reduce the risk of corruption and dishonest operations, and formulates a plan to prevent dishonest behavior accordingly. 2024 annual assessment result is low risk, and the assessment results are provided to internal audit as a reference for planning the audit plan.
4. Supervision by the board of directors:
- The board of directors implemented anti-corruption, honest management and ethical values by formulating " Procedures for Handling Material Inside Information ", " Procedures for the Prevention of Insider Trading ", and " Procedures for Ethical Management and Guidelines for Conduct ".
- The Company’s “Procedures for the Prevention of Insider Trading” prohibits insiders to use undisclosed information in the market to buy and sell securities, and educational promotion to insiders must be held to insiders at least once a year, using undisclosed information to deal is prohibited for insiders to ensure shareholders’ rights.
- According to “Corporate Governance Best Practice Principles” and Article 10 of “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” by TWSE, stock trading control measures for insiders of listed companies who are informed of the Company's financial reports or related performance content are made, insiders, including 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.
- The audit office conducts internal control audits in accordance with company regulations and reports to the audit committee and board of directors when non-compliance is discovered, assist audit committee and the board of directors to confirm the company's implementation of anti-corruption, honest operations and implementation of ethical values.
- The promotion of ethical corporate management, prevention of insider trading and processing of major information in 2024 is as follows:
- Conducted educational promotion on “Ethical corporate management, insider trading prevention and major information processing” for all board members.
- In 2024, board members attended ethical corporate management courses (including corporate governance related courses). A total number of 24 person-time and 73 hours are taken.
- The Company shall notify the insiders before the announcement of each financial report in accordance with the deadline prescribed by laws and regulations. Reminder implementation of the latest annual insider stock trading closure period:
Period of financial statement Board meeting date Closing period Notification Implementation 2024Q2 2024/08/27 2024/08/12 to 2024/08/27 Insiders (include but not limit to board members) Email notification within prescribed period by corporate governance unit 2024Q3 2024/11/12 2024/10/28 to 2024/11/12 Insiders (include but not limit to board members) Email notification within prescribed period by corporate governance unit Year 2024 2025/03/13 2025/02/10 to
2025/03/13Insiders (include but not limit to board members) Email notification within prescribed period by corporate governance unit 2025Q1 2025/05/13 2025/04/27 to
2025/05/13Insiders (include but not limit to board members) Email notification within prescribed period by corporate governance unit - 0 cases related to ethical management issues in 2024.