The Company has established a "Corporate Governance Code of Practice", "Insider Trading Prevention Procedures", "Integrity Management Code", "Code of Ethical Conduct", "Integrity Management Procedures and Behavioral Guidelines", and "Human Rights Declaration" all approved by the Board of Directors. These corporate governance regulations are disclosed on the Company's website. The Company's Board of Directors and management team prioritize ethical and honest conduct, upholding a clean, transparent, and responsible business philosophy and implementing integrity policies to create a sustainable business environment.
Implementation of Promotional Activities to Prevent Insider Trading
The Company has established "Procedures to Prevent Insider Trading" that prohibit insiders from using undisclosed market information to buy or sell securities. These procedures are communicated annually to current directors, managers, and employees.
Education and promotion regarding the "Procedures to Prevent Insider Trading" and related laws and regulations are provided to current directors, managers, and employees at least annually. New directors and managers receive education and promotion during their first year of appointment, and new employees are provided by Human Resources during their pre-employment training.
Monthly, Company insiders are informed by letter of the relevant laws and regulations regarding insider trading under Articles 22-2 and 25 of the Securities and Exchange Act, as well as Article 157 of the Securities and Exchange Act, and common violations.
Education and promotion regarding prevention of insider trading
(1) After each board election, the "Director and Supervisor Regulations Promotion Manual" of the Taiwan Stock Exchange and the Taiwan Stock Exchange will be distributed and promoted, and promotion will be conducted irregularly every year thereafter.
The promotion content includes the current management regulations for insider shareholding, common violations of insider pre- and post-reporting, and matters related to director and supervisor regulations under the Securities and Exchange Act. Strengthening the legal awareness of the company's directors and supervisors and their understanding of the regulatory obligations and liability for violations under the Securities and Exchange Act can reduce violations and implement insider equity management. The 15th board of directors promoted the promotion on June 16, 2023, and the 14th board of directors promoted the promotion on June 17, 2020.
Common violations of the Securities and Exchange Act in reporting changes in insider shareholdings were reported to the insiders. In 2025, the promotion was conducted twice (5/2, 2/7), and in 2024, the promotion was conducted four times (11/20, 7/29, 4/11, 1/22).
(2) Regularly conduct annual education on relevant laws and regulations such as prohibition of insider trading for current directors, managers and insiders.
In 2025, there were 4 education sessions (4/30, 3/31, 2/27, 1/23), and in 2024, there were 12 education sessions (12/31, 11/29, 11/1, 9/30, 8/30, 7/31, 6/28, 5/31, 5/2, 3/29, 3/1, 1/31).
(3) Regularly conduct annual education on relevant laws and regulations such as director recusal for current directors and managers.
In 2025, there were 2 education sessions (3/8, 3/13), and in 2024, there were 6 education sessions (12/20, 11/12, 8/9, 5/10, 3/11, 1/23).
(4) Directors are prohibited from trading their own stocks during the closed period of thirty days prior to the announcement of the annual financial report and fifteen days prior to the announcement of each quarterly financial report.
There have been no instances of trading in shares during closed periods in the past two years. In 2025, there were two instances of trading in shares during closed periods, on 4/18 and 2/3, respectively. In 2024, there were three instances of trading in shares during closed periods, on 10/21, 4/24, and 2/5, respectively.
(5) Education and Training
On March 19, 2025, a policy promotion session on “Preventing Insider Trading” was held for managers and employees. A total of 34 people attended the session, with a total training time of 68 hours. The promotion content included relevant laws and regulations and promotional videos such as “Preventing Insider Trading and Maintaining Fair Trading”, “Preventing Insider Trading by Controlling Company Information Sources”, “[Knowledge Academy] What is Insider Trading?”, “Life and Law: Insider Trading Case Analysis”, “2025 Securities Investment Education Promotional Video Collection”, “Integrity Management and Prevention of Insider Trading Promotion Video”, and “#Everyone is Fraud-Free: Let’s See Bank SinoPac Chairman Cao Weishi’s Analysis ~ #FraudTypes…”.
On February 23, 2024, and on October 18, 2024, for all directors, a policy briefing on "Preventing Insider Trading" was held. A total of 40 participants attended the session, totaling 80 hours of training. The briefing covered relevant laws and regulations, as well as topics such as "Illegality of Insiders Transmitting Material Information," "Beware of Insider Trading," "What Liabilities Are Incurred When Using Inside Information to Buy or Sell Securities," "What is the Definition of Insider Trading? A Case Study Explains the Elements and Criminal Liability of Insider Trading," and promotional videos such as "Securities Investment Education Short Video: The Distance Between You and Insider Trading" and "[#CorporateGovernanceYou and Me] Analysis of Common Insider Trading Cases."
After the course, the presentation and video files were stored in the internal employee system for reference by those who were absent.
Implementation of Integrity Management
The Company's "Integrity Management Code" and "Integrity Management Operating Procedures and Behavioral Guidelines" specifically stipulate that Company personnel must not directly or indirectly offer, promise, request, or accept any improper benefits, or engage in other acts that violate integrity, are illegal, or breach fiduciary duties, during the course of their business activities.
Before establishing business relationships, the Company evaluates the legitimacy of the parties involved and any history of dishonest behavior to ensure that their business practices are fair and transparent, and that bribes are not solicited, offered, or accepted.
The Finance Department is responsible for the development and oversight of the integrity management policy and prevention plan, which are regularly incorporated into audit reports submitted to the Board of Directors by the Audit Office.
Internal and external training on integrity management conducted by the Company
Board of Directors' Reports dated March 13, 2025 and March 12, 2024: During the preceding year and up to the reporting date, the Company's directors and management have strictly adhered to the relevant regulations and no integrity violations have occurred.
The Company's "Board of Directors' Rules of Procedure" include a director recusal system. Directors must adhere to a high degree of self-discipline. When a board resolution involves a conflict of interest between themselves or the legal entity they represent, potentially harming the interests of the Company, they may express their opinions and answer questions, but may not participate in discussions or votes. They must recuse themselves from discussions and votes, and may not vote on behalf of other directors. Details of each board recusal are detailed in Section 3.4 of the annual report. Employees who experience a conflict of interest may report it through the "Employee Mailbox" or to their immediate departmental supervisor.
The Company continues to implement the "Declaration of No Violation of the Principles of Integrity" signed by directors and management in the first quarter of each year to ensure integrity in operations.
The 15th Board of Directors signed the "Declaration of No Violation of the Principles of Integrity" on March 25, 2025, March 12, 2024, and June 16, 2023.
On March 12, 2025, a training session on the "Integrity Management Policy Promotion Course" was held for 34 employees, totaling 68 hours. The training covered relevant laws and regulations, the online course "Lec02: A New Horizon of Corporate Responsibility - Corporate Integrity Management and Corporate Human Rights, What is Corporate Integrity, and How to Build a Corporate Culture of Integrity Management," and promotional videos: "[The Ministry of Justice's Joint Office and the Taipei City Government's Department of Civil Service] Early Childhood Education Animation Promotional Video: [Integrity Baby Alliance: Brave Whistleblowing]," and "[The Taipei City Government's Department of Civil Service's] Promotional Video: [Dreams of Flying Beyond the Three-Point Line] Corporate Service Integrity Platform."
On February 22, 2024, a training session on the "Integrity Management Policy Promotion Course" was held for 34 employees, totaling 68 hours. The training covered relevant laws and regulations, the "2023 SME Integrity Management Handbook," and promotional videos including the "United Nations Convention Against Corruption Animation," the "Taichung City Government's Department of Ethics - Integrity Promotion Animation," and the "Corporate Integrity Film - Commitment."
Management promotes the prevention of dishonest behavior every two weeks during company executive meetings, company-wide meetings, and internal training sessions. This aims to foster a shared belief among all employees, encourage compliance with relevant laws and regulations, and ensure the implementation of integrity management practices.
Human Rights Policy Specific Management Plans
Based on our human rights policy, we implement the following specific management plans:
Diversity, Inclusion, and Equal Opportunity
We strictly adhere to local labor laws, international standards, and our human rights policy, and implement relevant internal regulations.
We provide a gender-equal and diverse work environment for our employees, upholding the principles of openness and fairness. We do not discriminate based on gender, race, class, age, marital status, language, ideology, religion, political affiliation, place of origin, birthplace, appearance, facial features, or disability. We strive to create a dignified, safe, and equal work environment free from discrimination and harassment. As of the end of September 2024, no complaints of discrimination had been received.
Prohibition of Forced Labor
Our company complies with legal regulations regarding normal daily and weekly working hours, extended working hours, vacations, special leave, and other leave types. We do not force or coerce any unwilling employee to perform labor.
Prohibition of Child Labor
As of December 2024, our company did not employ child labor.
Reasonable Salaries, Benefits, and Working Conditions
We provide employees with reasonable salaries in accordance with laws and regulations, and provide social insurance in accordance with regulations.
We support employees in maintaining physical and mental health and work-life balance by offering various welfare benefits. In 2014, we held year-end parties and a half-day outdoor activity in Yilan, Christmas and Winter Solstice activities, the third season of the Ginger Mother guided boat tour, and a day trip to the Xpark Aquarium to stimulate employee well-being and build cohesion, helping them maintain physical and mental health and work-life balance.
Healthy and Safe Workplace
In addition to providing a safe and healthy work environment in accordance with laws and regulations, we regularly conduct education and training on labor safety and health, fire safety, and other related matters, and take necessary preventive measures to prevent occupational hazards and reduce workplace hazards.
We actively promote improvement activities such as energy conservation and carbon reduction, disaster prevention, and pollution prevention to ensure a safe work environment.
In the fourth quarter of 2023, we arranged health examinations for all employees.
Harmonious Labor-Management Relations
We provide diverse and open communication channels and hold regular labor-management meetings to promote harmony between labor and management, foster good labor-management relations, and effectively resolve differences of opinion. A labor-management meeting will be held on July 4, 2024, to ensure full communication of opinions.
Human Rights Concerns and Practices
A "Human Rights Policy" and "Sexual Harassment Prevention and Control Measures" will be established and posted on the company's internal and external websites.
Education, Training, and Promotion
2025
On March 21, 2025, promotional training was strengthened, with a total of 66 hours for 33 participants, focusing on "Creating a Diverse and Gender-Equal Workplace Environment."
2024
Labor Safety and Health Code of Conduct, Emergency Response Regulations, and Fire Safety Promotion Courses were held on 1/26 and 7/18, with a total of 215 hours for 61 participants.
On March 8, 2024, promotional training was strengthened, with a total of 66 hours for 33 participants, focusing on "Human Rights Issues and Development - Gender Mainstreaming Special Course."
Operation of the Whistleblower System
The Company has established an employee complaint mailbox for use by both internal and external personnel. A dedicated person is assigned to handle complaints, define the categories of complaints, and establish standard operating procedures for investigation. The identity of the whistleblower is maintained confidentially, whistleblowers are protected from inappropriate action as a result of their reports, and rewards are provided in accordance with the Employee Reward and Punishment System.
When a report is received alleging dishonest behavior by a company employee, if it is confirmed that the violation has occurred in violation of relevant laws or the Company's integrity management policies and regulations, the perpetrator will be immediately required to cease the behavior and appropriate action will be taken. If necessary, legal proceedings will be pursued to protect the Company's reputation and interests.
The Company maintains confidentiality and protects whistleblowers, and no whistleblowers are subject to inappropriate action as a result of their reports.
The Company will disclose information related to integrity management in a timely manner through its website, annual reports, and public information monitoring platform.
113 年度公司履行誠信經營情形