Corporate Governance


Integrity Management

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Operational Conditions
Discrepancies and reasons for differences from the integrity management code of listed OTC companies

1. Formulate policies and plans for honest management

(1) Does the company clearly state its policies and practices for honest management in its rules and external documents, as well as the commitment of the board of directors and management to actively implement the business policy?

✔️ (1) The Company adheres to the concept of sustainable management and has formulated the “Integrity Management Operating Procedures and Conduct Guidelines”, which are well announced within the Company, and the Board of Directors and management are committed to actively implementing it.No Significant Difference
(2) Has the company established an assessment mechanism for the risk of dishonest conduct, regularly analyzed and assessed business activities with a high risk of dishonest conduct within its business scope, and formulated a plan to prevent dishonest conduct accordingly, and at least covered the preventive measures for the acts in Paragraph 2 of Article 7 of the Code of Integrity Management for Listed OTC Companies? ✔️ (2) The Company has formulated the “Integrity Management Operation Procedures and Conduct Guidelines” in accordance with relevant laws and regulations, encouraging internal and external personnel to report dishonest acts or improper behaviors, and giving rewards and punishments. The Company’s website has a whistleblowing mailbox for internal and external use. For business activities with a high risk of dishonest behavior within the business scope, there are preventive measures such as bribery and bribery, illegal political donations, improper charitable donations, providing or accepting improper benefits, infringement of trade secrets, trademark rights, patent rights, etc. No Significant Difference
(3) Has the company specified operating procedures, conduct guidelines, punishment and appeal systems for violations in the plan to prevent dishonest behavior, implemented them, and regularly reviewed the revised plan? ✔️ (3) The Company has formulated the “Integrity Management Operating Procedures and Conduct Guidelines” and the “Code of Ethical Conduct”, which clearly stipulate that the Company shall prohibit the provision or acceptance of improper benefits, prohibit the handling procedures of facilitation payments, political donations and charitable donations, and prevent conflicts of interest, avoid seeking personal gain or violating fair trade, etc., and regularly review and amend the relevant contents. No Significant Difference

2. Implement integrity management

(1) Does the company assess the integrity record of its correspondents and specify the terms of good faith conduct in the contracts it signs with its counterparties?

✔️ (1) The company has formulated operating procedures and behavior guidelines for honest management, which clearly stipulates that it should avoid engaging in commercial transactions with agents, suppliers, customers or other business partners who operate in bad faith, and if it is found that the business dealings or cooperation objects have dishonest behaviors, they should immediately stop business dealings with them and list them as objects of refusal to do so as to implement the company’s integrity management policy.No Significant Difference

(2) Does the company set up a full-time (part-time) unit under the board of directors to promote the integrity management of enterprises, and regularly report its implementation to the board of directors?

✔️ (2) In order to promote the integrity of the enterprise to operate part-time units, and jointly promote with the management unit, the company’s stock affairs unit will publicize to the board of directors and internal personnel from time to time, and report the implementation situation to the board of directors once a year. Most recently reported to the Board on 112.1.16. No Significant Difference

(3) Has the company formulated a conflict of interest prevention policy, provided appropriate channels for representation, and implemented it?

✔️ (3) The Company’s “Integrity Management Operating Procedures and Conduct Guidelines” stipulates that directors shall not participate in the discussion and voting of various proposals of the board of directors who have an interest in themselves or the legal person they represent, and shall recuse themselves or exercise their voting rights on behalf of other directors.No Significant Difference

(4) Has the company established an effective accounting system and internal control system for the implementation of honest management, and the internal audit unit has regularly checked it, or entrusted an accountant to carry out the audit?

✔️ (4) The company has set up an audit office and is subordinate to the board of directors, and every year according to the annual audit plan to carry out the audit and lack tracking improvement, and regularly report the audit results to the board of directors, so that the management can understand the implementation of the company’s internal control to achieve the purpose of management.No Significant Difference

(5) Does the company regularly hold internal and external education and training on integrity management?

✔️ (5) The company’s newcomer training, group meetings and irregular online communication of the importance of integrity management, etc., and listed as one of the performance evaluation indicators of employees.No Significant Difference

3. The operation of the company’s whistleblowing system

(1) Has the company formulated a specific whistleblowing and reward system, established convenient whistleblowing channels, and assigned appropriate personnel responsible for the acceptance of the reported target?

✔️ (1) Employees can report relevant incidents through the company’s website, telephone or e-mail. The company’s reporting and acceptance department is the management unit, personnel supervisor or department head. No Significant Difference

(2) Does the company have established standard operating procedures for the investigation of reported matters and relevant confidentiality mechanisms?

✔️ (2) The company has formulated relevant operations for whistleblowing procedures, and shall keep the identity of the whistleblower and the content of the report confidential.No Significant Difference

(3) Has the company taken measures to protect whistleblowers from being improperly disposed of as a result of whistleblowing?

✔️ (3) The company has established relevant operations for whistleblowing procedures and shall keep the identity and content of the whistleblower confidential, and properly protect the whistleblower from improper handling or retaliation due to the whistleblowing.No Significant Difference

4. Strengthen information disclosure

Has the company disclosed the content of its Code of Integrity and the effectiveness of its implementation on its website and public information observatory?

✔️ The company discloses relevant integrity management procedures and behavioral guidelines in annual reports, company websites, and public prospectuses, and a special person is responsible for the collection of company information, and then the information personnel disclose it on the company’s website.No Significant Difference
5. If the company has its own integrity management code in accordance with the “Code of Integrity for Listed OTC Companies”, please explain the differences between its operation and the code: there is no major difference.
6. Other important information that is helpful to understand the company’s integrity operation situation: (such as the company’s review and amendment of its integrity management code, etc.): (1) The company complies with the Company Law, the Securities and Exchange Law,
the Commercial Accounting Law, the Political Contribution Law, the Corruption Regulations, the Government Procurement Law, the Law on Avoidance of Conflicts of Interest of Public Officials, the Regulations Related to Listing and Listing or other relevant laws and regulations on business conduct, as the basic prerequisite for implementing honest management.
(2) The Rules of Procedure of the Board of Directors of the Company stipulate that directors who have an interest in the matters of the meeting and themselves or the legal person they represent shall explain the important contents of their interests at the current board of directors, and shall not participate in the discussion and voting if there is a risk of harm to the interests of the company, and shall abstain from discussion and voting, and shall not exercise their voting rights on behalf of other directors.

Corporate Governance Contact

General Counse l/ Hsu Yung-Chang

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661

Reporting and Complaint Mailbox