Implementation and Policy of Ethical Corporate Management
1. Promulgation of Ethical Corporate Management Policy and Program
(1)The promulgation of the “Ethical Corporate Management Policy” of the company is approved on the May 24, 2023 15th Meeting of the 22nd Session of the Board, issued and effective on Jul 1, 2023. It clearly states the policies and practices of ethical corporate management and requires directors and senior management to issue the statement of compliance with the Ethical Corporate Management Policy.
(2)The company has established the ethical corporate management risk assessment mechanism to regularly analyze and evaluate business activities with higher unethical risks within the business scope. Unethical behavior and interests are also clearly prohibited in the employee code of conduct of the company.
2. Implementation of Ethical Corporate Management
(1) The company has established the “Ethical Corporate Management Committee” composed of directors. The Committee supervises the implementation of the Ethical Corporate Management Policy and prevention programs and reports to the board of directors every year.
(2) The company evaluates the credit records of the main suppliers, and the contract signed with the main suppliers has included the terms of ethical behaviors.
(3) The company has formulated policies to prevent conflicts of interest. The accounting system and internal control system are also set up and implemented following the principles of ethical corporate management.
(4) The company regularly organizes training or publicity on ethical corporate management.
3. Operation of the Whistleblowing System of the Company
The Company has enacted “Rules Governing the Handling of Whistleblowing Cases on Illegal and Unethical or Dishonest Conduct” and established whistleblowing channels. The Legal and Compliance Department is responsible for the acceptance of whistleblowing cases. The rules are to stipulate the standard operational procedures of investigation on whistleblowing cases, the following measures after investigation, and the protection for the whistleblowers to prevent the whistleblowers from being mistreated.
4. The “Ethical Corporate Management Best Practice Principles” of the Company are as follows:
CDIB Capital Group
Ethical Corporate Management Best Practice Principles
To foster the culture of ethical corporate management and sound development, CDIB Capital Group(the “Company”) formulate the Principles to be followed with reference to "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” issued by Taiwan Stock Exchange.
"Company personnel" referred to in the Principles are directors, managers and employees of the Company.
"Benefits" referred to in the Principles are money, endowments, commissions, positions, services, preferential treatment, rebates, bribes or other valuable things of any type or in any name. Benefits that are normal social customs and do not affect specific rights and obligations shall be excluded.
When engaging in commercial activities, company personnel shall not directly or indirectly offer, accept, promise or request any improper benefits, nor commit any other act that breaches ethics, laws or fiduciary duty (hereinafter "unethical conduct").
Counterparties of the conduct referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, any state-owned or private-owned enterprise or institution and its directors, supervisors, managers, employees, substantial controllers or other stakeholders.
The Company shall comply with Financial Holding Company Act, Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.
The Company shall abide by the operational philosophies of incorruptible honesty, transparency and responsibility, and establish good corporate governance and risk control mechanisms, so as to create an operational environment for sustainable development.
The Company shall request the directors and senior management to issue the statement of compliance with the ethical corporate management policy(as attachment) and require in the terms of employment that employees shall comply with the ethical corporate management policy. The Secretariat of the Board of Directors and the Human Resources Department are responsible for the signing and keeping of the ethical corporate management policy statements of directors and senior management.
The Company’s Board of Directors and management shall actively carry out the commitment to the ethical corporate management policy and actually implement it in internal management and business activities.
The information referred to in the preceding two paragraphs including ethical corporate management statement, commitment and implementation should be properly retained.
The Company shall establish a risk assessment mechanism against unethical conduct risk to regularly analyze and assess business activities with higher unethical conduct risk within the business scope. The assessment items shall cover the following conducts and the prevention programs shall be established accordingly against those with higher risks in the assessment results:
1. Offering and acceptance of bribes.
2. Offering illegal political donations.
3. Improper charitable donations or sponsorship.
4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
5. Infringement of trade secrets, trademark rights, patent rights, copyrights, and other intellectual property rights.
6. Leaking or inquiring about company secrets to engage in insider trading.
7. Damage the rights and interests of interested parties.
The Company shall engage in commercial activities in a fair and transparent manner based on the principles of ethical corporate management.
Prior to any commercial transactions, the Company shall take into consideration the legality of the agents, suppliers, clients, or other trading counterparties and whether they have a record of unethical conduct, and shall avoid any dealings with persons with the record.
When entering into contracts with counterparties, it is suggested to include the terms that require compliance with the ethical corporate management policy and allow to terminate or rescind the contracts in the event the trading counterparties are involved in unethical conduct.
When engaging in commercial activities, company personnel shall not directly or indirectly offer, commit, request or accept any form of improper benefits to clients, agents, contractors, suppliers, civil servants or other stakeholders.
When the company personnel directly or indirectly offer, accept, commit, request or accept any benefits, the personnel shall conduct in line with the Principles and based on the relevant procedures, except in the following situation:
1. The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign)visits, reception of guests, promotion of business, and communication and coordination.
2. The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships.
3. Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance.
4. Attendance at folk festivals that are open to and invite the attendance of the general public.
5. Other conduct that complies with the rules of the Company.
When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company shall comply with the Political Donations Act and relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.
When making or offering donations and sponsorship, the Company shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.
Company personnel shall not directly or indirectly offer or accept any unreasonable present or hospitality, or other improper benefits, to establish business relationships or influence business transactions.
Company personnel shall adhere to laws and regulations concerning intellectual property, internal operational procedures, and contractual provisions. Without the consent of the intellectual property rights holder, company personnel may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights.
Company personnel may not disclose to any other party any trade secrets of the Company and are not allowed to inquire or collect trade secrets that are not related to the official duties of the personnel.
Company personnel shall adhere to the provisions of the Securities and Exchange Act, and shall not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel is also prohibited from divulging undisclosed information to any other party, in order to prevent other parties from using such information to engage in insider trading.
Any organization or person outside of the Company that is involved in the Company’s merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, or any other business partnership plan or major contract shall be required to sign a non-disclosure agreement with the Company, in which they undertake not to disclose to any other party any acquired trade secret or other material information and not to use such information without the consent of the Company.
Company personnel shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, and always review the implementation results and continually make adjustments, so as to ensure the implementation of ethical corporate management.
To establish sound ethical corporate management, the Company set up the Ethical Corporate Management Committee,.which is responsible for the formulation and supervision of ethical corporate management policy and prevention plan, regularly reporting to the Board of Directors.
When a proposal at a given Board of Directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, managers, and other stakeholders attending or present at board meetings of the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the Company, the concerned person may not participate in the discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as a proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.
Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter.
Company personnel shall not take advantage of their positions or influence in the Company to obtain improper benefits for themselves, their spouses, parents, children or any other person.
The establishment and implementation of accounting systems and internal control systems of the Company shall be in line with the ethical corporate management principles, and shall be reviewed at anytime, so as to ensure that the design and enforcement of the systems are showing results.
The internal audit department of the Company shall devise relevant audit plans based on the results of assessment of the unethical conduct risk and examine the compliance with the prevention programs accordingly. The internal audit department may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.
The results of examination in the preceding paragraph shall be reported to senior management and the Ethical Corporate Management Committee and put down in writing in the form of an audit report to be submitted to the Board of Directors.
The Company shall organize training and awareness programs regularly, to convey the importance of ethical corporate management to company personnel.
The Company shall provide whistleblowing channels for cases on illegal and unethical or dishonest conduct to internal and external personnel. Legal and Compliance department is the acceptance unit. The operational procedures for handling whistleblowing cases shall be formulated by the acceptance unit.
If company personnel find violations of the provisions of ethical corporate management, he or she shall report to the appropriate supervisor or according to the whistleblowing system mentioned in the preceding paragraph. The identity of the whistleblower and the content of the reported cases shall be protected and the cases shall be actively investigated.
Violators of the provisions of ethical corporate management will be disciplined pursuant to relevant regulations of the Company. Serious violations shall lead to dismissal of the personnel from his or her position or termination of his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of the Company. The Company will disclose on its intranet website the actions taken in response and other relevant information
The Company shall disclose the measures taken for implementing ethical corporate management and the status of implementation on the website of the business group and on annual reports of the Company.
The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management, and encourage the employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.
The Company shall combine the policies of ethical corporate management with its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.
The Principles shall be enforced from the date of publication after the approval of the Board of Directors. Any amendment of the Principles shall be enforced from the date of publication after the approval of the Ethical Corporate Management Committee and the Board of Directors.
CDIB CAPITAL GROUP Whistleblowing Channels for Illegal and Unethical or Dishonest Conduct
Anyone who finds that the personnel of our company or the subsidiaries have violated ethical corporate management regulations and are involved with illegal or Dishonest conduct may report through the following channels. When making a report, the whistleblower should state the facts and provide relevant evidence and are suggested to provide the real name and contact information.
Reporting E-mail firstname.lastname@example.org
Written Mail Address 13F., No. 135, Dunhua N. Rd., Songshan Dist., Taipei City
Att: CDIB CAPITAL GROUP Legal&Compliance Department
(Please mark “Confidential” on the envelope)