Corporate Governance

Corporate Governance Structure

On May 11, 2020, the Board of Directors resolved to establish a corporate governance supervisor position. On July 3, 2024, Manager Lin Yan-Qiu was designated as the corporate governance supervisor to protect shareholders’ rights and strengthen the board of directors’ functions. Manager Lin Yan-Qiu has over three years of experience in financial and shareholder services management in publicly traded companies. The primary responsibilities of the corporate governance supervisor include providing directors with necessary operational information, assisting directors in complying with laws and regulations, and handling board of directors and shareholders’ meeting-related matters in accordance with legal requirements.

 

Operational performance in 2024 was as follows:

  1. Regularly informing the Board of Directors of the latest changes and developments of laws and regulations related to the Company’s business field and corporate governance.
  2. Handling the operation of the Board of Directors and the functional committees according to laws.
  3. Planning and implementing the director education courses.
  4. Insurance and maintenance of directors liability insurance.
  5. 2024 performance evaluation of the Board of Directors shall be carried out in accordance with the “Performance Evaluation Method of the Board of Directors” established by the Company.
  6. Responsible for all matters related to the shareholders’ meeting.
  7. Reviewing the achievement of corporate governance evaluation indicators and proposing the improvement plans and countermeasures for the indicators that are not achieved.
  8. Overseeing the preparation of the 2024 Sustainability Report.

Preventing insider trading education promotion

The Company hosts educational awareness training pertaining to “Prevention of Insider Trading”,”Corporate Govemance Best Practice Principles” and relevant regulations at least once a year. Newly appointed directors and managers will be scheduled for these courses respectively. The Company’s current directors and management has undertaken the aforementioned education training on May 27, 2024. The course includes non-disclosure related issues regarding material information, the definition of insider trading, and case studies.

Internal Audit

Promate Solutions’ Internal Audit function is an independent unit that reports directly to the Board of Directors. Besides informing the Board during its ordinary meetings, it briefs the Chairman and the General Manager on a monthly and on as needed basis. There are two full time employees dedicated to Internal Audit, including the Internal Auditing Officer and audit representative.

PSC has established and carries out “internal control systems” according to the Regulations Governing Establishment of Internal Control Systems promulgated by the Securities and Exchange Act.

The majority of the audit work is executed according to an annual plan. Special audits or reviews are conducted as needed. The combination of the regular audits and the special projects provide management with feedback on the functioning of the internal control system.

Board Operation

The Company has 5 to 9 directors, adopting a nomination system for candidates, which will be selected by the shareholders’ meeting for the list of candidates for a three-year term and the same person may be re-elected upon expiry of the term, however, according to Article 14-2 of the Securities and Exchange Act. The above number of board of directors shall include at least 3 independent directors and no less than one-fifth of the numbers of board of directors.

Member of Board of Directors
Title Name Gender Operation judgement Accounting and financial analysis Operation management Risk Industrial knowledge International market view Leader Decision Sustainability management
Chairman Cheer Du Female V V V V V V V V V
Director Eric Chen Male V V V V V V V V
Director Ciou-Jiang HU Male V V V V V V V V V
Director Liu-Ping Chen Female V V V V V V V V
Independent Director Han-Liang Hu Male V V V V V V V V V
Independent Director Tsung-Lung Yang Male V V V V V V V
Independent Director Jia-Li Syu Female V V V V V V V V
Diversity of Board Members

Pursuant to the Company’s “Corporate Governance Principles,” the composition of the Board of Directors should take into consideration the policy of diversity. Directors who serve concurrently as the Company’s managers should not exceed one third of all Directors and appropriate diversification guidelines have been established based on Company operations, its business model, and development requirements. These guidelines stipulate that Directors should be assessed by standards including but not limited to the following two aspects:

A. basic qualifications and value: gender and age;
B. Professional knowledge and skills: professional background, competencies, and industry experiences etc as follows:

1. Ability to make sound business judgments.

2. Accounting and financial analysis capability.

3. Ability to manage a business.

4. Ability to respond to a crisis.

5. Industry knowledge.

6. An understanding of international markets.

7. Leadership

8. Decision-making capability

            9. Sustainability management


Title

Name

Gender

& Age

Education/Working Experience

Concurrently assume the duties of the Company and other companies
   
Chairman   
   
Cheer Du   
   
F
   
69   
   
Bachelor of Economics, National Taiwan   University
   
Chief Operating Officer of Promate   Electronic Co., Ltd.   
   
General Manager of Promate Electronic   Co., Ltd.
   
Director of Promate Electronic Co.,   Ltd.
   
Chairman, Guang Mai Industrial Ltd.
   
Director, Chuang Fong investment Co.,   Ltd..
   
Chief Executive Officer of Promate   Solutions Co., Ltd.
   
Chairman, Jin Fong investment Co.,   Ltd..
   
Chairman, Fong Shuo Yi investment Co.,   Ltd.
   
Chairman, Fong Shuo venture capital   Co., Ltd.   
   
Director   
   
Promate Electronic Co., Ltd.   
   
   
   
   
   
   
   
Representative: Eric Chen   
   
M
   
72   
   
Bachelor of Electronic Physics from National Chiao Tung   University
   
Texas Instruments (TI) Company Engineer   
   
Chairman & CSO of Promate   Electronic Co., Ltd.
   
Chairman of Chuang Fong investment Co.,   Ltd.
   
Legal/Representative Director of Promate Solutions Corporation
   
Legal/Representative   Director of Weikeng Industrial Co., Ltd.
   
Supervisor of Jin Fong investment Co., Ltd.
   
Chairman of Promate International Co,Ltd.
   
Legal/Representative   Director of CT Continental Corporation   
   
Director   
   
Promate Electronic Co., Ltd.   
   
   
   
   
   
   
   
Representative: Ciou-Jiang Hu   
   
M
   
71   
   
Ph.D. of Institute of Management of Technology,   National Chiao Tung University, Taiwan
   
Master of Business Administration, Da-Yeh University,   Taiwan
   
Executives Program, Graduate School of Business   Administration, National Cheng-Chi University
   
Bachelor of Science in Communications Engineer,   National Chiao Tung University, Taiwan
   
R&D Engineer, SAMPO Co., Ltd.
   
Chairman & CEO, Weikeng Industrial Co., Ltd. and   its affiliates
   
Chairman, Taipei County Computer Association (TCCA)
   
Executive Director, Taipei Electronic Components   Suppliers’ Association (TECSA)
   
Director, LEADTEK RESEARCH INC.   
   
Chief Strategy Officer
   
Chairman, Weiji Investment Co., Ltd.
   
Chairman, Weikeng International Co., Ltd.
   
Chairman, Weikeng Technology Pte Ltd.
   
Chairman, Weikeng Technology Co., Ltd.
   
Independent Director & Remuneration Committee, and   Audit Committee, V-TAC Technology Co., Ltd.
   
Independent Director, Nominating Committee,   Remuneration Committee, and Audit Committee, CIPHERLAB Co., Ltd.
   
Director, Promate Electronic Co., Ltd.
   
Director (Representative of Juristic Person/ Promate   Electronic Co., Ltd.), Promate Solutions Co., Ltd.
   
Director, Amazing Microelectronic CO., Ltd.
   
Supervisor, EVGA Technology Incorporated
   
Director (Representative of Juristic Person/ Hydroionic   Technologies Co., Ltd.), Hydroionic EnviroTec Co., Ltd.
   
Director (Representative of Juristic Person/ Hydroionic   EnviroTec Co., Ltd.), Hydroionic Enviroservices Co., Ltd.   
   
Director   
   
Liu-Ping Chen   
   
F
   
69   
   
Department,   Chongyou Institute of Technology
   
Financial   Manager of Weiji Investment Co., Ltd.   
   
   
   
Independent Director   
   
Han-Liang Hu   
   
M
   
57   
   
Master of Accounting and Management Decision-making   Group, National Taiwan University
   
Passed CPA Entry Examination
   
Independent Director, Hermes Microvision, Inc.
   
Chairman, Algoltek, Inc.
   
Supervisor, Orient Pharma Co., Ltd.   
   
Partner, Fair United Certified Public   Accountants
   
Director, KYE Systems Corp.
   
Director, GoDEX International Co.,Ltd
   
Director, Scientech Corporation
   
Director, Chien Rui Venture Capital   Co., Ltd.
   
Director, BaseCom Telecommunication   Co., Ltd.
   
Director, Kai Xing Technology Co., Ltd.
   
Independent Director, Episil-Precision   Inc.   
   
Independent Director   
   
Tsung-Lung Yang   
   
M
   
60   
   
National Yang-Ming University School of Medicine
   
Director of Quality Management Center and Chief   Innovation Officer at Kaohsiung Veterans General Hospital   
   
CMO of AURORA
   
Professional Consulting Advisor at Taipei Veterans   General Hospital
   
Kaohsiung Veterans General Hospital Technology   Consultant
   
Show Chuan Medical System Quality and Safety Technology   Consultant
   
Technology Vice President of Yuan Rong Medical System   
   
Independent Director   
   
Jia-Li Syu   
   
F
   
54   
   
Yokohama City University of Commerce, Business   Department
   
Head of Audit, Chairman’s Office, New Century   Optoelectronics Corporation   
   
Business Development Manager for Mini LED Japan Region   at Fanglie Electronics Co., Ltd.   
Independent Directors’ Communication with Internal Auditor and Certified Public Accountant (CPA)

I. Communication methods

1. The head of internal auditor and independent directors meet at least once a quarterly regular meeting to report on the company’s internal audit execution status, internal control operations and the execution of Audit Committee Letter; meetings can be convened at any time if there are major events.

2. Independent directors and accountants meet at least twice a year regular meeting. Accountants report on the results of quarterly financial statement reviews or verifications and other communication requirements required by relevant laws and regulations. Communications will be made on whether there are any significant adjustment entries or legal amendments affecting the accounting situation and they also regularly update laws and ordinances to independent directors every year. Independent directors also conduct independent assessments of the services provided by accountants. If there are major events, a meeting can be convened at any time.

 

II. The communication situation is as the attached:

1.Communication between Independent Directors and Accountants is appropriate

DateFocus onResults
2024.03.12Major findings from the CPA’s audit of the Company’s 2023 consolidated financial reports(including journal entry adjustment and material weaknesses in internal control), the subsequent audit report was submitted to the meeting for discussion.All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.
2024.05.08Communication regarding the approved 2024 Q1 consolidated financial statements with the CPA.All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.
2024.11.08Communication regarding the approved 2024 Q3 consolidated financial statements with the CPA.All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.
2024.12.20Accountant’s explanation and communication on 2024Year Individual and Consolidated Financial Statements in terms of pre-audit planing, key audit events and operating performance analysisAll of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.

 

2. Communication between Independent Directors and Internal Audit Manager is appropriate

DateFocus onResults
2024.03.122024Q1 Presentation of audit report.
The company conducted an assessment of the effectiveness of its internal control system for the year 2023 and issued an “Internal Control Statement” report.
No major lack of internal control and abnormal events.
2024.05.082024Q2 Presentation of audit report.No major lack of internal control and abnormal events.
2024.08.082024Q3 Presentation of audit report.No major lack of internal control and abnormal events.
2024.11.082024Q4 Presentation of audit report.No major lack of internal control and abnormal events.
2024.12.20Discussion on the Company’s internal audit plan for 2025 .No major lack of internal control and abnormal events.

 

I.Organizational structure of information security

 

Security Management Policy

Purpose: To strengthen information security management, Promate Electronic Co., Ltd. establishes safe and reliable electronic communications that ensure data confidentiality, system integrity and process management, in addition to equipment and network security. This avoids unnecessary operational losses caused by information security failures so as to ensure the purpose of continuous business operations.

 

III.Information Security Management Measures

Type Relevant Operations
Access Management 1. Review of personnel account access management
2. Regular inventory of personnel accounts
3. Strengthen employees’ awareness of information security and information security education and training
Control and Management on System Access 1. Management measures of personnel access to internal/external systems and data transmission
2. Separating the internal/external network with a firewall
3. Remote access management measures
External Threats 1. Program for computer virus protection and regular virus pattern updates
2. Regular vulnerability scans
3. If the information system is infected by a virus, security vulnerabilities and exploits shall be protected
4. E-Mail security, Spam mail filtering mechanism
Availability 1. Network and system usage status monitoring and reporting mechanism
2. Contingency measures when information services are interrupted
3. Ensure the implementation of daily backup/remote backup mechanisms and store them in a secure location
4. Data leakage prevention mechanism to ensure data confidentiality
5. Regular disaster recovery drills so that the computer systems and business can quickly resume to normal operations after a disaster occurs
The Audit Committee

The Audit Committee of the Company (the Audit Committee), composed of all three of the independent directors, has been established in order to enhance the corporate governance, to refine the internal audit and to strengthen the management. The purpose of the Audit Committee is to help the Board of Directors execute its responsibility in supervision on such categories as the financial statements, the audit and accounting policy and procedure, the internal control code and other major items as stipulated by related companies or the regulatory authorities.

 

The Company’s Audit Committee was set up in July 2016. The Audit Committee shall faithfully carry out the following duties and submit any proposals to Board of Directors meeting for discussions.

 

1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.

2. Assessment of the effectiveness of the internal control system.

3. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.

4. Matters in which a director is an interested party.

5. Asset transactions or derivatives trading of a material nature.

6. Loans of funds, endorsements, or provision of guarantees of a material nature.

7. The offering, issuance, or private placement of equity-type securities.

8. The hiring or dismissal of a certified public accountant, or their compensation.

9. The appointment or discharge of a financial, accounting, or internal audit officer.

10.Annual and semi-annual financial reports.

11.Other material matters as may be required by this Corporation or by the competent authority.

12.The Audit Committee performance evaluation.

 

Members of the Audit Committee

Title Name Notes
Independent Director Han-Liang Hu Convener
Independent Director Tsung-Lung Yang
Independent Director Jia-Li Syu

• Periodically review these procedures and propose any amendments.

• Set and regularly review annual and long-term performance goals and salary compensation policies, systems, standards and structure of the Company’s directors, supervisors, and managers.

• Assess the performance objectives of the Company’s directors, supervisors and managers on a regular basis to determine the items and amount of compensation for them.

 

The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:

1. Ensuring that the compensation arrangements of this Corporation comply with applicable laws and regulations and are sufficient to recruit outstanding talent.

2. Performance assessments and compensation levels of directors, supervisors, and managerial officers shall take into account the general pay levels in the industry, individual performance assessment results, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to be evaluated are the reasonableness of the correlation between the individual’s performance and this Corporation’s operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of this Corporation.

3. There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of this Corporation.

4. For directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of this Corporation’s business.

5. No member of the Committee may participate in discussion and voting when the Committee is deciding on that member’s individual compensation.

 

Members of the Remuneration Committee

Title Name Notes
Independent Director Han-Liang Hu Convener
Independent Director Tsung-Lung Yang
Independent Director Jia-Li Syu

Nominating Committee

To ensure the soundness of the board and strengthen the management mechanism of this Company, PSC established “Nominating Committee” in June 2022.

With authorization from the board of directors (below, “the board”), the Committee shall exercise the due care of a good administrator to faithfully perform the following duties and shall submit its proposals to the board for discussion:

  1. Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the board, supervisors and senior executives, and finding, reviewing, and nominating candidates for directors, supervisors, and senior executives based on such standards.
  2. Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee, and each director and senior executive and the independence of the independent directors.
  3. Establishing and reviewing on a regular basis programs for director continuing education and the succession plans of directors and senior executives.
  4. Establishing corporate governance guidelines of the Company.

    If a member of the Committee has a stake in performing the duties in the preceding paragraph, he/she shall state the important aspects of its stake in the meeting of the Committee concerned, and where there is a likelihood that the interests of this Company would be prejudiced, he/she may not participate in discussion or voting, shall recuse himself/herself from any such discussion and voting, and may not exercise voting rights as proxy on behalf of another member of the Committee.
    To decline to adopt a recommendation of the Committee, the board of directors shall require the agreement of a majority of the directors in attendance at a meeting attended by two-thirds or more of all of the directors. In such event, the Company shall specify the details and cause of the discrepancy in the board meeting minutes, and within two days counting inclusively from the date of the board meeting resolution, shall furthermore carry out public announcement and reporting on the Market Observation Post System.

Members of the Nominating Committee

Title Name Notes
Independent Director Han-Liang Hu Convener
Independent Director Tsung-Lung Yang
Independent Director Jia-Li Syu

ESG Committee

For the implement of sustainability, PSC established “ESG Committee” in June 2022 to propose and enforce the corporate social responsibility policies, systems (or relevant management guidelines), and concrete promotional plans.

In order to assist the Board of Directors to continuously promote corporate social responsibility and improve corporate governance for the purpose of practicing sustainable management, the authority of ESG Committee should include the following:

  1. To formulate corporate social responsibility, sustainable development direction and goals, and formulate relevant management policies and specific promotion plans.
  2. To promote and implement the Company’s integrity management and risk management and other related work.
  3. To track, review, and revise the implementation and effectiveness of the Company’s sustainable development.
  4. Other matters to be performed by the Committee pursuant to the resolution of the Board of Directors.

Members of the ESG Committee

Title Name Notes
Chairperson & CEO Cheer Du Convener
Independent Director Han-Liang Hu
Independent Director Tsung-Lung Yang
Independent Director Jia-Li Syu

Actual Implementation of Sustainable Development

 

 

DateExecution content
2024/03/12PDF
2024/05/08PDF
2024/08/08PDF
2024/11/08PDF

Ethical Management Practices

2024.12.20 Resolution by the board of directors

   
Evaluation   Item   
   
Implementation   status   
   
Deviations from the “Ethical Corporate Management Best Practice   Principles for TWSE/TPEx Listed Companies” and Reasons   
   
I.Establishment of ethical corporate management policy and   approaches   
   
   
   
   
   
(I)Did the   company establish an ethical corporate management policy that was approved by   the Board of Directors, and declare its ethical corporate management policy   and methods in its regulations and external documents, as well as the   commitment of its Board and management to implementing the management   policies?   
   
(I)The Company has a “Code of Ethical Operation” established by the   Board of Directors, which applies to the companies and organizations in our   group. It is strictly implemented in our internal management and external   business activities.   
   
No difference   
   
(II)Whether   the Company has established an assessment mechanism for the risk of unethical   conduct; regularly analyzes and evaluates, within a business context, the   business activities with a higher risk of unethical conduct; has formulated a   program to prevent unethical conduct with a scope no less than the activities   prescribed in Article 7, paragraph 2   of the Ethical Corporate Management Best Practice Principles for TWSE/TPE   Listed Companies?   
   
(II)The corporate group and   organizations of this company shall execute the following matters in   accordance with the relevant articles and operational procedures stipulated   in the company’s “Code of Ethical Corporate Management”.   
   
No difference   
   
(III)Has the   Company established policies to prevent unethical conduct, with clear   statements regarding relevant procedures, conduct guidelines, punishments for   violation, and rules for appeal, and does the Company regular review such   policies?   
   
(III)To establish a sound integrity management system, the company has   set up a dedicated unit under the Board of Directors, which is the Chairman’s   Office. This unit is allocated sufficient resources and competent personnel,   responsible for formulating and supervising the implementation of integrity   management policies and prevention plans. Its main duties include regularly   (at least once a year) reporting to the Board of Directors.   
   
No difference   
   
II.Implementation of EthicalCorporate Management   
   
   
   
   
   
(I)Does the Company evaluate business   counterparty’s ethical records and include ethicsrelated clauses in business   contracts?   
   
(I)Contracts signed between the Company and suppliers or manufacturers   are performed in good faith. Generally, there are provisions in place that   prohibit the receiving of kickbacks.   
   
No difference   
   
(II)Has the   Company set up a dedicated unit to promote ethical corporate management under   the Board of Directors, and does it regularly (at least once a year) report to the Board of Directors on its   ethical corporate management policy and program to prevent unethical conduct   and monitor their implementation?   
   
(II)The company has established a Chairman’s Office, subordinate to the   Board of Directors, as a dedicated (full-time or part-time) unit to promote   corporate integrity and ethical management. This unit regularly reports its   execution status to the Board of Directors. When promoting managers and   hiring employees, the company prioritizes and considers their integrity   records as a key point in the selection process. On December 20, 2024, the   Board of Directors has completed the integrity management execution report   for the year 2024.   
   
No difference   
   
(III)Has the Company formulated policies on preventing conflicts of   interest, provided adequate channels of declaration, and implemented them?   
   
(III)The Company has a “Code of Ethical Operation”   and “Code of Moral Conduct” to prevent conflicts of interest and avoid   personal gain.
   

   
If   the directors or their legal representatives have a stake in the motions set   forth by the Board of Directors, the shall disclose the nature of their   interest and not be included in the related discussion or vote on the said   motion, or represent other directors in exercising their voting rights.   
   
No difference   
   
(IV)Has the Company established an effective accounting system, internal control system to put ethical   corporate management into practice? The internal audit unit shall draw up the   relevant audit plan to audit the compliance of the prevention programs for   unethical conduct according to the risk valuation results of the unethical   conduct, or audited by CPAs?   
   
(IV)The accounting system of the Company is based   on the Securities and Exchange Act, the Company Act, the Business Entity   Accounting Act, the Regulations Governing the Filing of Financial Reports by   Public Companies, and other relevant legislation, then devised according to   the actual situation of the company’s business; the internal control system   is based on the “Regulations Governing the Establishment of Internal Control   Systems by Public Companies” and other relevant regulations, which are all   thoroughly implemented. The audit department also regularly examines the   status of the accounting system and internal control system and reports to   the Board of Directors.   
   
No difference   
   
(V)Does the Company regularly hold internal and external educational   training on ethical corporate management?   
   
(V)The Company periodically organizes promotions   and training on ethical management at appropriate times.   
   
No difference   
   
III.Operation of whistleblowing system   
   
   
   
   
   
(I)Does the company establish concrete whistleblowing and reward system   and have a convenient reporting channel in place, and assign an appropriate   person to communicate with the accused?   
   
(I)Channels for submitting complaints, inquiries, and reports have been   established on the Company’s website, including a mailing address, a   complaint mailbox, and a dedicated reporting hotline. The reporting channels   are as follows:
   
1.Mailing Address: 1F, No.30, Section 1, Huan Shan Road, Nei Hu   District, Taipei City 11442, Taiwan (R.O.C)
   
2. Mailbox: corpinfo@promate.com.tw
   
3. Reporting Hotline: 02-2659-0606, connect to the Administrative   Management Department Head or Audit Supervisor.   
   
No difference   
   
(II)Does the company establish standard operating procedures for   investigating reported cases, and does it take subsequent measures and   implement a confidentiality mechanism after completing investigation?   
   
(II)These measures are implemented in accordance with Article 8 of the   “Whistleblower System Management Measures,” Article 23 of the   “Ethical Corporate Management Best Practice Principles,” and Article   21 of the “Procedures for Ethical Management and Guidelines for   Conduct.” These regulations ensure the protection of the whistleblower’s   identity and the confidentiality of the information provided.   
   
No difference   
   
(III)Does the   company provide proper whistleblower protection?   
   
(III)During the complaint process, the rights of the whistleblower are   protected. The Company will not dismiss, demote, reduce the salary of, or   otherwise penalize the whistleblower in a manner that would harm their legal,   contractual, or customary rights, or administer any other unfavorable   treatment because of the complaint filed. Number of reports received in 2024: 0.   
   
No difference   
   
V.Enhancing information disclosure   
   
   
   
   
   
Does the company disclose information regarding the company’s   ethical corporate management principles and implementation status on its   website and the Market Observation Post System?   
   
The Company has established the “Code of Ethical Operation”   to enhance the management of ethical operations and placed it on our company   website. With the chairman’s office as a designated unit, we allocate   sufficient resources and qualified personnel to it. It is responsible for the   formulation and supervision of ethical management policies and precautionary   measures and regularly reports to the Board of Directors (at least once a   year). At the same time, we set up a designated area for stakeholders on our   website, establishing a communication platform. In 2024, no illegal,   unethical, or untrustworthy conduct has been reported.   
   
No difference   
   
V.If the company has established Ethical Corporate   Management Principles in accordance with “Ethical Corporate Management   Best Practice Principles for TWSE/GTSM Listed Companies”, describe   difference with the principles and implementation status:
   
The company has   established a “Code of Ethical Conduct,” and the actual   implementation is consistent with the guidelines set by the company, with no   discrepancies.   
   
VI.Other important information to   facilitate a better understanding of the company’s implementation of ethical   corporate management:
   
In addition   to the “Code of Ethical Operation,” the Company also establishes   relevant regulations of ethical management in the contracts with   manufacturers. Employees are also required to adhere to the code of ethical   conduct when they take up their posts. The Company   also has “Corporate Governance Best Practice Principles” and   “Procedures for Handling of Major Internal Information and Prevention of   Insider Trading” in place to strengthen prevention against fraud. In 2024,   the Company held internal and external integrity-related training that   received 10 enrollments and delivered 96 hours of training in total (the   scope covered: compliance with ethical management, prevention of insider   trading, financial statement fraud and legal responsibilities, the accounting   system, and the internal control system).   
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