Operational Governance
Ethical Management
Ethics and integrity are the Company’s basic commitment to 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.
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 2023 were reported to the Audit Committee and the Board of Directors on November 3, 2023.
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 2023 were reported to the Audit Committee and the Board of Directors on November 3, 2023.
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.
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.
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 current year, the Company conducted the following:
Compliance meetings
Ethical Corporate Management Best Practice Principles and policy promotion
- Each business unit of the Group has established a "compliance officer" who is convened by senior executives to hold a compliance meeting every week to discuss whether there are changes or amendments to the applicable laws and regulations of each business unit, and review if any business unit has violated the governmental regulations, causes of redundancies and rectification plans, legal case progress and resolution, government audits, etc., to ensure the control and implementation of legal compliance in each business unit.
Ethical Corporate Management Best Practice Principles and policy promotion
- The "Ethical Corporate Management Best Practice Principles" are promoted to employees of specialist level and above in Sinon and domestic subsidiaries and are invited to sign and comply with the "Sinon Company Integrity Management Commitment". The number of signatories in 2023 was 789, a proportion of 99%.
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 propaganda contents in 2023 include “Insider Shareholding Declaration Regulations”, “Regulations on Prevention of Insider Trading”, “Financial Statement Blackout Period”, “Insiders shall not Conduct Securities Lending Transactions”, and “Common Sampling of Violations in the Declaration of Insider’s Shareholding Changes”.
- In compliance with the regulations regarding the closed period for financial reports (during which directors and managers are prohibited from trading company stocks 30 days before the annual financial report announcement and 15 days before the announcement of each quarterly financial report), the directors and managerial officers are notified of the commencement and end dates of the closed period every month and before the start of the closed period. They are also briefed on the prohibition of trading company stocks
during the closed period and the prohibition of insider trading, ensuring that directors understand the regulations and responsibilities regarding insider trading. The "Insider Trading Prevention" program has been introduced to Sinon and domestic subsidiaries’ employees at the specialist level and above. A total of 789 employees received the training in 2023, with a completion rate of 99%.
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. Course topics in 2023 include legal compliance, product registration and production and marketing-related regulations, an overview of the Patent Law and Copyright Law, resale price restrictions, inappropriate gifts, and consumer dispute resolution. In 2023, the accumulative number of trainees was 1,051, with a total length of courses conducted of 1,335 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.
There were no reported cases of major violations of ethical corporate management in 2023.
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.
