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Ethical Corporate Management
The Company has set up the Administration Department as a dedicated unit to promote the integrity management, which is responsible for formulating and monitoring the implementation of integrity management policies and preventive plans, and reporting to the Board of Directors on a regular basis.
The Board of Directors and the management of the Company will actively implement the commitment made in the Integrity Management Policy and will actually execute it in the internal management and business activities.
The Company’s “Code of Conduct for Integrity” has been approved by the Board of Directors for implementation, and submitted to the shareholders’ meeting. The same procedure is applicable to any amendments thereto.
The state of ethical corporate management
| Assessed Items | Implementation Status | Any Variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the Reason for Any Such Variance | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Description | |||||||||||||||||
| I. Adopting ethical corporate management policy and programs | |||||||||||||||||||
| (I) Has the Company formulated its ethical management policy approved by the Board of Directors, clarified it in its regulations and external documents and the commitment of board of Directors and senior Managers to active implementation? | V | (I) According to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, the Company has formulated the Ethical Corporate Management Best Practice Principles, the Operating Procedure and Conduct Guide for Ethical Corporate Management and other relevant measures, which shall be disclosed on the Company's website after being adopted by the Board of Directors, stating that Directors, Managers, employees, appointees or persons with material control shall abide by the principle of good faith, the commitment that they shall not engage in unethical conduct and shall actively implement the policy of good faith, and shall follow in their internal management and external business activities. The members of the Board of Directors and senior management also adhere to the principle of ethical corporate management in operating the Company, and report to the Board of Directors once a year on the implementation of ethical corporate management in the current year. | No material difference. | ||||||||||||||||
| (II) Does the Company establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly, which shall at least include preventive measures against the behaviors as stipulated in item 2, Article 7 of "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"? | V | (II) According to the Ethical Corporate Management Best Practice Principles, the Company has formulated the Operating Procedure and Conduct Guide for Ethical Corporate Management, which explicitly defines business activities within its business scope which are at a higher risk of being involved in unethical conduct, and has formulated the preventive measures and notification procedures against the unethical conducts as stipulated in Paragraph 2, Article 7 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. In order to prevent any unethical conduct, the Company requires all suppliers not to engage in any illegal business conduct and not to provide improper benefits and bribes to the Company's employees, and regularly conduct audits and evaluations on the suppliers. In case of a manufacturer engaging in unethical conduct of high risk, the Company may terminate or rescind the contract with it at any time, and if the case is serious, the Company will notify the judicial unit. | |||||||||||||||||
| (III) Has the Company in the prevention programs for unethical conduct clearly prescribed the operation procedures, conduct guidelines and disciplinary and appeal system for violations of the ethical corporate management rules and implemented them, and conducted review and amendment on the aforementioned programs on a regular basis? | V | (III) The Company has formulated the “Ethical Corporate Management Best Practice Principles”, the “Operating Procedure and Conduct Guide for Ethical Corporate Management” and the “Regulations for the Whistle-blowing of Fraudulent Conduct”, which stipulate the prohibitions against unethical conduct, reporting system and disciplinary system, which shall be implemented in the operation of each unit, and the relevant contents shall be regularly educated, publicized and reviewed and revised. | |||||||||||||||||
| II. Implementation of ethical corporate management | |||||||||||||||||||
| (I) Does the Company evaluate the ethical record of its business partners and set ethical conduct policies in the terms and conditions of its contracts with the clients? | V | (I) For the internal control system and various management measures that should be followed by suppliers and customers, the Company shall conduct credit investigation or evaluation operations, and avoid engaging in business transactions with agents, suppliers, customers or other business associates involved in unethical conduct. If the business associates or cooperation partners have engaged in unethical conduct, the Company shall immediately stop the business dealings with them and list them as the objects of refusal to engage in business dealings to implement the ethical management policy of the Company. | No material difference. | ||||||||||||||||
| (II) Has the Company set up exclusively dedicated units supervised by the Board of Directors to be in charge of ethical corporate management which report its ethical management policy, prevention programs for unethical conduct, and the supervision and implementation state to the Board of Directors? | V | (II) In publicity and implementation of ethical corporate management, the Company designates the Human Resources and Administration Department as the dedicated unit to be in charge of formulating and supervising the implementation of the ethical corporate management policies and prevention programs, and reporting the implementation status to the Board of Directors every year. The latest reporting date was November 3, 2022 and it was disclosed on the Company’s website. | |||||||||||||||||
| (III) Does the Company work out policies to prevent conflicts of interest, provide proper statement channels and implement? | V | (III) The Company’s “Rules of Procedure for Board of Directors Meetings” provides for a system of recusal of Directors from participation in discussion and voting, and shall not act as a proxy for other Directors to exercise voting rights in respect of matters in the meetings and board resolutions which are in conflict with the interests of the Company or the legal person represented thereby and are likely to prejudice the interests of the Company. To prevent conflicts of interest, the Company has formulated the "Ethical Corporate Management Best Practice Principles", the “Operating Procedure and Conduct Guide for Ethical Corporate Management” and the “Regulations for the Whistle-blowing of Fraudulent Conduct” and implements as required by the Principles. In case of any unlawful act, the whistle-blower can report to the dedicated unit through the independent whistle-blowing mailbox (report@sitronix.com.tw). | |||||||||||||||||
| (IV) Has the Company established an effective accounting system, internal control system to put ethical corporate management into practice? The internal auditors 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? | V | (IV) To ensure ethical corporate management, the Company has set up an effective accounting system and internal control system in accordance with the relevant laws and regulations. Internal auditors shall conduct audits in accordance with the audit plan, submit quarterly reports to the Board of Directors, and submit them to Independent Directors for signature before the end of the following month after the completion of the audit report; Moreover, the implementation of self-evaluation operations is used to ensure that the design and implementation of the internal control system is continuously effective, which is the basis for issuing the internal control system statement, and is submitted to the Board of Directors for approval. | |||||||||||||||||
| (V) Does the Company organize internal or external trainings on the ethical corporate management regularly? | V | (V) In addition to the “Operating Procedure and Conduct Guide for Ethical Corporate Management” and "Procedures for Handling Material Inside Information" as required courses for new employees, the Company also carries out the training publicity of "Prohibition of Insider Trading" for senior managers every year. In addition, Directors and Managers participate in corporate governance training courses every year as required. In 2023, the employees attended the ethical corporate management courses organized by the Company:
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| III. Operation of the Company's Whistle-blowing System | |||||||||||||||||||
| (I) Has the Company set specific whistle-blowing and reward system to facilitate the whistle-blowing channel and assign appropriate specialist accepting to spot the whistle-blowing object? | V | (I) The Company has set up the “Regulations for the Whistle-blowing of Fraudulent Conduct", and provides an independent whistle-blowing mailbox (report@sitronix.com.tw) for external and internal whistle-blower of the Company. This whistle-blowing channel is publicly disclosed on the website of the Company, and a dedicate unit is designated to handle reporting cases according to the impeachment content. | No material difference. | ||||||||||||||||
| (II) Has the Company set the standard operating procedures, follow-up measures shall be adopted depending on the severity of the circumstances after investigations of cases reported are completed and relevant confidentiality mechanism to investigate reported misconducts? | V | (II) The Company clearly stipulates in the "Regulations for the Whistle-blowing of Fraudulent Conduct" the standard operating procedures, and that it will keep the whistle-blowers' identity and contents of information confidential. | |||||||||||||||||
| (III) Has the Company taken measures to protect whistle-blowers from inappropriate disciplinary actions due to their whistleblowing? | V | (III) The Company clearly stipulates in the "Regulations for the Whistle-blowing of Fraudulent Conduct" that it will keep the whistle-blowers' identity and contents of information confidential. The Company also undertakes to protect the whistle-blowers from improper treatment due to their whistle-blowing. | |||||||||||||||||
| IV. Strengthening information disclosure | |||||||||||||||||||
| Does the Company disclose the information of implementation and results of ethical management on its website and the MOPS? | V | The Company has established relevant measures such as the “Ethical Corporate Management Best Practice Principles" and the "Operating Procedure and Conduct Guide for Ethical Corporate Management", which will be disclosed on the MOPS. The content and effectiveness of the established Ethical Corporate Management Best Practice Principles will also be disclosed on the Company's website. | No material difference. | ||||||||||||||||
| V. If the Company develops its own ethical management rules according to the Integrity Operation Best Practice Principles for TWSE/GTSM-Listed Companies, please state the differences: No difference. | |||||||||||||||||||
| VI. Other important information for better understanding of the ethical management: (such as review and amendment of the regulations on ethical management) i. The Company complies with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, and the relevant rules and regulations on TWSE/GTSM-Listed Companies and business conduct as the foundation for implementing ethical corporate management. ii. The Company’s “Rules of Procedure for Board of Directors Meetings” provides for a system of recusal of Directors from participation in discussion and voting, and shall not act as a proxy for other Directors to exercise voting rights in respect of board resolutions which are in conflict with the interests of the Company or the legal person represented thereby and are likely to prejudice the interests of the Company. iii. The Company has formulated the “Operating Procedures for Handling Material Inside Information” and disclosed it on the Company’s website in order to establish a good internal material information processing and disclosure mechanism for the Company. It is also to avoid improper disclosure of information and ensure the consistency and accuracy of information disseminated to the public. iv. The Company regularly arranges corporate governance courses for the Directors and Managers to enhance their ability to supervise and manage the Company, with a view to enhancing the effectiveness of corporate governance and the implementation of ethical management. |
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(I) If the Company has formulated its Corporate Governance Code and other relevant regulations, the directory to such information shall be disclosed.
The sector “Investors” on the Company’s website provides a “Corporate Governance” section for investors to inquire and download the relevant rules and regulations of corporate governance.
(II) Other important information that can further the understanding of the Company’s corporate governance status may be disclosed together.
- The Company continues to strengthen the operation of corporate governance. The website of the Company provides investors with relevant rules and regulations on corporate governance and important resolutions of the Board of Directors for their reference.
- In order to continuously enrich the corporate governance information, the Company has taken the initiative to inform the Company’s Directors of the relevant education information, and all the nine Directors have met the requirements of the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and GTSM Listed Companies”.
- Company website http://www.sitronix.com.tw Information is collected and maintained by dedicated personnel, regularly disclosed and updated for investors to access financial, business, and other information.
