Corporate Governance

Taroko

Implementation of Integrity Management and Anti-Corruption Policies

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Integrity Management

To implement integrity management, the Company has designated the Stock Affairs Department as the dedicated unit (hereinafter referred to as the “Dedicated Unit”) responsible for promoting integrity-related practices. Adequate resources and competent personnel are allocated to manage and supervise the revision, implementation, interpretation, consultation, and reporting of the “Procedures for Integrity Management and Code of Conduct”. The main responsibilities of the Dedicated Unit include the following, and a report on action plans and supervisory execution results is submitted to the Board of Directors in the first quarter of each year:

  • Assisting in the integration of integrity and ethical values into the Company’s business strategy, and collaborating with regulatory systems to establish anti-corruption measures that ensure ethical operations.
  • Periodically analyzing and assessing the risk of unethical conduct within business operations, formulating relevant prevention programs, and defining standard operating procedures and codes of conduct accordingly.
  • Planning the Company’s internal structure, personnel assignments, and responsibilities, and establishing mutual supervision and checks for business activities with higher risks of unethical behavior.
  • Promoting and coordinating integrity policy awareness and training programs.
  • Designing whistleblowing mechanisms and ensuring their effective execution.
  • Assisting the Board of Directors and management in inspecting and evaluating the effectiveness of the anti-corruption mechanisms implemented, and regularly assessing compliance within related business processes, with reporting.
  • Preparing and properly retaining documentation on the integrity management policy, compliance declarations, implementation commitments, and execution outcomes.

To ensure that all employees operate with the highest ethical standards and foster a corporate culture of integrity, the Company has formulated and published internal policies such as the “Procedures for Integrity Management and Code of Conduct” and the “Code of Ethical Conduct”. These guidelines regulate the ethical behavior and responsibilities expected of employees when engaging in business activities. The Company actively promotes and reinforces its core values—“Integrity & Accountability,” “Customer Orientation,” “Innovative Capability,” and “Teamwork”—through ongoing education and training programs, including onboarding for new hires and annual company-wide campaigns.

Plans and Implementation of the Integrity Management Unit

  1. All new employees of the Company are required to sign the “Employee Code of Conduct” and the “Intellectual Property Rights and Business Confidentiality Agreement” to reinforce the value of integrity and promote a positive corporate culture. The concept of integrity is also emphasized during onboarding training programs for new hires.
  2. The Company signs Integrity Commitment Statements with all counterparties and includes integrity-related clauses in contracts. In the event of any violation, the contract will be terminated, and the counterparty will be held liable for compensation and blacklisted from future transactions.
  3. The Company’s “Procedures for Integrity Management and Code of Conduct” clearly stipulate a Conflict of Interest Prevention Policy. A communication channel for stakeholders is provided in the “Investor Relations – Stakeholder Section” on the Company’s official website.

Internally, a whistleblowing email address is available, and all reports are handled by the Company’s designated integrity management unit.

Date

Course Title

Participants

Duration

Number of Attendees

2024/11/08

Educational Briefing on Procedures for Integrity Management and Code of Conduct

Board Directors / Independent Directors and Company Executives

40 minutes

12 participants

2024/11/08

Educational Briefing on Insider Trading Prevention and Management Measures

Board Directors / Independent Directors and Company Executives

50 minutes

12 participants

Notes on Integrity and Insider Trading Compliance Education

Each year, the Company provides educational briefings to directors, managers, and employees on the “Procedures for Handling Material Internal Information” and the “Regulations Governing the Prevention of Insider Trading.” These sessions serve to remind personnel of key compliance considerations before and after becoming aware of material non-public information, in order to prevent violations of applicable laws and regulations.

Key points and case studies related to insider trading awareness are compiled into educational materials and uploaded to the Company’s internal HR system to ensure that all employees are well-informed of relevant regulatory requirements.

In addition, the Company conducts promotional briefings for all employees on the “Integrity Management Operational Procedures and Code of Conduct” and the “Regulations Governing the Prevention of Insider Trading.” Relevant course handouts are made available on the Company’s HR system for employees to download and review. To date, a cumulative total of approximately 650 participants have attended these briefings.

The Company also requires all employees to sign the Employee Code of Conduct, which clearly outlines their duty of loyalty and integrity toward the Company. The cumulative signing rate has exceeded 99%.

Corporate Governance Contact

Spokesperson
General Counsel / HSU,CHUN-CHI
Email: jerryhsu.trk@gmail.com

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw

標題

Reporting and Complaint Mailbox

Email: auditcommittee@trkmall.com.tw

Anti-Corruption Policy

To implement its integrity management policy and actively prevent unethical conduct, TRK Corporation has established an Anti-Corruption Policy in accordance with its “Integrity Management Code.” The Company encourages both internal and external parties to report any dishonest or improper behavior. If any internal personnel are found to have made false or malicious accusations, disciplinary action will be taken, and in serious cases, the employee may be dismissed.

The Company has published internal and external reporting channels, including an independent whistleblower email, hotline, and—if applicable—reporting services provided by third-party independent institutions. These are made available on both the corporate website and the internal portal for internal and external parties to access.

To file a report, whistleblowers are requested to provide at least the following information:

  1. The whistleblower’s name and national ID number (anonymous reporting is also accepted), along with contact information such as address, phone number, or email address.

  2. The name of the reported person, or other identifiable information sufficient to verify the identity of the reported individual.

  3. Concrete and verifiable evidence or facts to support the investigation.

Implementation Status

  • Advocacy and Education
    The Company continues to promote awareness of anti-corruption policies among employees through internal training and communication channels.

  • Internal Review and Assessment
    To strengthen anti-corruption management, each department is responsible for conducting self-assessments and internal reviews of its internal control systems, including accounting procedures. These reviews are subject to further verification by the Internal Audit Department.

  • Reporting Mechanism
    The whistleblowing and grievance email channel (auditcommittee@trkmall.com.tw) did not receive any reports or complaints during the reporting period.

Insider Trading Prevention and Information Disclosure

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Prohibition of Insider Trading and Use of Asymmetric Market Information

The Company strictly prohibits insiders—including directors, managerial officers, and employees—from engaging in insider trading or profiting from the use of asymmetric market information. The Company values shareholders’ right to information and strictly complies with disclosure regulations. Financials, business operations, insider shareholding, and corporate governance information are disclosed regularly and promptly via the Market Observation Post System (MOPS) and the Company’s official website.

To safeguard shareholders’ rights and ensure equitable treatment, the Company has established the “Procedures for Handling Material Inside Information” in accordance with Article 10 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. These procedures stipulate that directors, managerial officers, and employees must perform their duties with the care of a prudent manager, in good faith and with fiduciary duty, and are required to sign confidentiality agreements.

Insiders who are privy to material inside information must not disclose such information to others. They are also prohibited from inquiring about or collecting non-public material information that is not relevant to their duties. Furthermore, any insider who gains access to such information through non-business-related channels must not share it with others.

Additionally, insiders are prohibited from trading in securities using non-public market information. The Company’s “Procedures for Handling Material Inside Information” further specify that insiders—especially directors—must refrain from trading the Company’s listed shares or equity-related securities during blackout periods, including:

  • Within 30 days prior to the announcement of annual financial reports, and

  • 15 days prior to the announcement of quarterly financial reports.

Moreover, if any insider becomes aware of material information that may have a significant impact on the market price of the Company’s listed securities, they must not engage in any securities trading before the information is publicly disclosed, nor within 18 hours after public disclosure, as required under Article 157-1 of the Securities and Exchange Act (“cooling-off period”).

Implementation Status of Insider Trading Prevention Measures

Corporate Governance Contact

Spokesperson
General Counsel / HSU,CHUN-CHI
Email: jerryhsu.trk@gmail.com

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw

標題

Reporting and Complaint Mailbox

Email: auditcommittee@trkmall.com.tw

Financial Reporting Period

Planned Board Meeting & 

Blackout Period

Implementation of Preventive Measures

 Remarks

Announcement Date

FY2024 Annual Report

2025/3/11

2025/02/09~2025/3/11

In accordance with the “Insider Trading Prevention Guidelines,” a blackout period of 30 days prior to the annual report announcement, and 15 days prior to quarterly reports, is implemented.

Company insiders are reminded of Article 157-1 of the Securities and Exchange Act and related Company regulations.

Q1 FY2025 Financial Report

2025/05/13

2025/04/28~2025/05/13

The Company’s Stock Affairs Office has proactively sent email notifications to insiders (including independent directors), informing them that trading of company stock or equity-related securities is prohibited during the blackout period.

Q2 FY2025 Financial Report

2025/08/08

2025/07/23~2025/08/08

The Company’s Stock Affairs Office has proactively sent email notifications to insiders (including independent directors), informing them that trading of company stock or equity-related securities is prohibited during the blackout period.

Q3 FY2025 Financial Report

2025/11/10

2025/10/25~2025/11/10

 

FY2025 Annual Report

2026/03/11

2026/02/09~2026/03/11