Operational Governance
Ethical Management
Integrity and uprightness are the basic commitment of the Company to its customers, shareholders, suppliers and society. Through the establishment of a complete charter system to prevent unethical behaviors from occurring, the Company builds shared values across all levels of the organization and adheres to the laws and regulations as the basis in realizing ethical corporate management. All the personnel including the directors, managers, staffs, and partners shall abide with the laws and company charter system when carrying out any business activities. The principles of recusal due to conflicts of interests and anti-corruption shall be strictly followed and to respect intellectual property rights and fair dealings.
Implementation of Ethical Corporate Management
The Unit Responsible for Ethical Corporate Management
The enforcement of ethical corporate management is supervised by Corporate Governance Officers and promoted by the corporate governance unit, and the implementation status is periodically reported to the Board of Directors every year.
The results of ethical corporate management in 2022 were reported to the Audit Committee and the Board of Directors on November 4, 2022.
The enforcement of ethical corporate management is supervised by Corporate Governance Officers and promoted by the corporate governance unit, and the implementation status is periodically reported to the Board of Directors every year.
The results of ethical corporate management in 2022 were reported to the Audit Committee and the Board of Directors on November 4, 2022.
Corporate Ethical Management Commitment and Charter
The Company's Board of Directors has established “Ethical Corporate Management Commitment” signed by each director and managerial officers, required senior management to set up principles by taking legal compliance as the basic prerequisite for implementing integrity management. All colleagues, including director and managerial officers, employees and business
partners, should ensure compliance with laws and company regulations in any business activities and strictly abide by the principles of avoidance of interests and anti-corruption and intellectual property rights and fair transactions should be respected.
The company has formulated various management charters relating to ethical corporate management including "Corporate Governance Best Practice Principles", "Ethical Corporate Management Best Practice Principles", "Codes of Ethical Conduct", "Whistle-blowing System", "Internal Audit System", and "Procedures for Handling Material inside Information and Prevention Management". In combination of the regular audits and educational trainings to prevent frauds, strengthen insider trading prevention, and the confidentiality and disclosure of material information, to build good corporate governance and risk control mechanism.
In 2022, the Company approved the amendment to "Corporate Governance Best Practice Principles" and "Procedures for Handling Material Inside Information and Prevention of Insider Trading", which specify that Directors, managerial officers, and their related parties, including spouses, minors, and counterparties of shares held in the name of others shall not trade the Company's stock that they held during the lock-up period, 30 days and 15 days prior to the announcement of the annual financial report and the announcement of the quarterly financial report, respectively, toreinforce the prevention of insider trading.
partners, should ensure compliance with laws and company regulations in any business activities and strictly abide by the principles of avoidance of interests and anti-corruption and intellectual property rights and fair transactions should be respected.
The company has formulated various management charters relating to ethical corporate management including "Corporate Governance Best Practice Principles", "Ethical Corporate Management Best Practice Principles", "Codes of Ethical Conduct", "Whistle-blowing System", "Internal Audit System", and "Procedures for Handling Material inside Information and Prevention Management". In combination of the regular audits and educational trainings to prevent frauds, strengthen insider trading prevention, and the confidentiality and disclosure of material information, to build good corporate governance and risk control mechanism.
In 2022, the Company approved the amendment to "Corporate Governance Best Practice Principles" and "Procedures for Handling Material Inside Information and Prevention of Insider Trading", which specify that Directors, managerial officers, and their related parties, including spouses, minors, and counterparties of shares held in the name of others shall not trade the Company's stock that they held during the lock-up period, 30 days and 15 days prior to the announcement of the annual financial report and the announcement of the quarterly financial report, respectively, toreinforce the prevention of insider trading.
Ethical Corporate Management Educational Trainings
To ensure all employees possess shared values and philosophy of ethical corporate management, organize regular yearly ethical corporate management related educational trainings, legal compliance advocacy, and self-monitoring. In 2022, the Company conducted the following:
Ethical Corporate Management Best Practice Principles and policy promotion:
Promote the “Ethical Corporate Management Best Practice Principles” of the Company via the digital learning platform in October, 2022. Employees above the level of subdivision chief shall execute the “Sinon Corporation Ethical Corporate Management Commitment”. There were 589 persons who executed the commitment, and the execution rate was 93%.
Insider trading prevention:
The Company educates all directors and managerial officers on matters related to insider equity trading and laws and regulations by e-mail every month regarding the “Procedures for Handling Material Inside Information and Management of the Prevention of Insider Trading”, securities laws and regulations, and cases, etc. The promotional topics of the year include “requirements for insider equity declaration”, “material information confidentiality operations”, “specifications for prevention of insider trading”, and “specifications for the ban of trading the Company’s stocks during the stock transaction lock-up period before the announcement of financial reports”.
Regarding the specifications for the ban of trading the Company’s stocks during the stock transaction lock-up period before the announcement of financial reports, the corporate governance team will provide advance notices to Directors and managerial officer regarding the starting and ending dates of the lock-up period each month and before the commencement of the lock-up period to deliver the requirements related to the ban on trading the Company’s stocks during the lock-up period and the ban on insider trading. In addition, 5 Directors were arranged to participate in the “directions for insider’s equity” and “directions for the prevention of insider trading” courses to ensure that Directors understand the specifications and responsibilities associated with insider equity transactions..
Educational training on ethical management issues:
Educational training on ethical management issues:
All departments organize educational training on the topic of ethical corporate management based on the content of operations to provide education for employees. The topic of courses included Legal Compliance, International Trade Practices, Product Registration Regulations, New Product Education, knowledge of the Negotiable Instruments Act, Agro-pesticides Management Act, Consumer Dispute Settlement, and Fair-Trade Act - Unfair Competition. The cumulative number of training participants in 2022 was 504 persons, a total of 1,076 hours.
Whistle-Blower Mechanism
The Company has established the "Whistle-blowing System". The Internal Auditing Officer and Legal Affairs Officer are the responsible unit providing independent reporting channel. When there are discoveries of situations of violations of ethics by the Company’s employees, one can appeal and report through the telephone, mail, and email. The responsible unit has the obligations to protect the complainant and keep confidentiality. The reported case shall be processed as a confidential level case and adopt appropriate protection measures to ensure the complainant’s privacy, protecting them from unfair treatment or revenge after reporting.
If the reported case is verified to be factual after investigation, the responsible unit will report to the Chairman and the complainant will be given appropriate rewards; Violators will be given punishment according to the “Reward and Punishment Rules” of the Company and the circumstance of the case. For significant penalty case, there will be joint and several liability review of the supervisor, to carry out the supervisor’s monitoring and review responsibilities. A complete implementation of employee integrity, and strict discipline. If it is a significant incident or case of violation, it will be reported to the competent authority or transferred to the judiciary for investigations where necessary.
In 2022, there have been no occurrences of events on violations of ethical corporate management and no reported cases received.
Unethical reporting channels
- Mail letters to: The audit officer, No. 101, Nanrong Road, Dadu District, Taichung City. (Internal Auditing Officer)
- Email to: audit@sinon.com.tw
- Reporting hotline: 04-26933841, press the extension number of the Internal Auditing Officer and Legal Affairs Officer.
