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Submitted by endlin on 9 November 2022
Evaluation item Implementation status Deviations from the
Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons
Yes No Summary description

1. Has the Company established and disclosed its Corporate Governance Best-Practice Principles based on the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies?

V  

The Company is based on the Code of Practice on Listed and Listed Corporate Governance
Develop a code of practice on corporate governance and publish it on the company website

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

2. Shareholding Structure and Shareholders' Rights

(1)Does the Company have Internal Operation Procedures for handling shareholders’ suggestions, concerns, disputes and litigation matters. If yes, have these procedures been implemented accordingly?

(2)Does the Company know the identity of its major shareholders and the parties with ultimate control of the major shareholders?

(3)Has the Company built and implemented a risk management system and a firewall between the Company and its affiliates?

(4)Has the Company established internal rules prohibiting insider trading of securities based on undisclosed information?

 

V  

 

(1) The Company shall, in accordance with the Code of Practice on corporate governance, handle shareholders' suggestions or disputes, doubts, disputes and lawsuits, and coordinate relevant units of the company to implement them.

(2) The Company has mastered the major shareholders who actually control the company.

(3) The Company has formulated the financial business operation methods of group enterprises, specific companies and related persons, the management methods of acquiring or disposing assets and the supervision and control procedures of subsidiaries, etc., to standardize the exchanges between related enterprises, so as to implement risk control.

(4) The Company has established management procedures to prevent insider trading, and regularly informs the insiders of their obligations to avoid any behavior that benefits from information asymmetry.

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

3. Composition and responsibilities of the board of directors

(1)Have a diversity policy and specific management objectives been adopted for the board and have they been fully implemented?

(2)Has the Company voluntarily established other functional committees in addition to the remuneration committee and the audit committee?

(3)Has the Company established rules and methodology for evaluating the performance of its Board of Directors, implemented the performance evaluations on an annual basis, and submitted the results of performance evaluations to the board of directors and used them as reference in determining salary/compensation for individual directors and their nomination and additional office terms?

(4)Does the Company regularly evaluate its external auditors' independence?

 

 

 

 

 

V  

 

(1) According to the corporate governance Code of Practice of the Company, Strengthening the function of directors refers to the policy related to the diversity of the composition of the board of directors in Chapter III, and stipulates in the method of election of directors that the candidate nomination system is fully adopted, and the nomination of director candidates by shareholders holding more than 1% is accepted, so as to ensure the rights of shareholders while taking into account the diversity and independence of directors. The members of the board of directors of the company are 40% female (4 person) and 60% male (6 person), with the same proportion. They have diversified academic experience and different specialties, including the chairman of listed cabinet companies, corporate chief financial officer, labor committee consultant, etc. They are helpful to supervise the operation of the company and protect the rights and interests of shareholders. In addition, the company has set out the key points of director training. The directors of the Company will promote the substantive benefits of the training through the electronic, diversified, user-friendly and flexible curriculum design.

(2) The Company has established a compensation committee and has voluntarily established an audit committee. There are no other arrangements for functional committees.

(3)   The Company has established the performance evaluation method of the board and the evaluation method. The performance evaluation is conducted annually (please refer to the Company website for the evaluation results).
In addition, according to the latest ""Self-Review or Peer Review of the Board of Directors"", the Board of Directors of the Company approved on August 12, 2020 to modify the board performance evaluation method to comply with the latest regulations. "

(4)  The Audit Committee of the Company periodically evaluates the independence of the Visa accountants annually and reports the results to the Board of Directors to ensure that the accounting firm that appoints the visa is not aware of any business relationship or other matter between the firm and the firm and its affiliates (if applicable) that could reasonably be considered to affect the independence of the Company. And the firm and other members of the firm and members of the Alliance have maintained their independence from the Firm in accordance with the Republic of China CPA Code of Ethics Communique No. 10. 

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

4. Does the TWSE/TPEx listed company have in place an adequate number of qualified corporate governance officers and has it appointed a chief corporate governance officer with responsibility corporate governance practices (including but not limited to providing information necessary for directors and supervisors to perform their duties, aiding directors and supervisors in complying with laws and regulations, organizing board meetings and annual general meetings of shareholders as required by law, and compiling minutes of board meetings and annual general meetings)?

V   The Company has set up a dedicated unit and co-organizer to take charge of corporate governance related matters.

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

5. Has the Company established channels for communicating with its stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) and created a stakeholders section on its company website? Does the Company appropriately respond to stakeholders’ questions and concerns on important corporate social responsibility issues?

V  

The Company has established dedicated spokespersons and acting spokespersons, and has set up a special section for Stakeholders on the company website to divide the contact channels according to their nature (please refer to the Company website: Stakeholder Zone/Contact Us) to ensure that all stakeholder issues are properly addressed.

6. Has the Company appointed a professional shareholder services agent to handle matters related to its shareholder meetings?

V  

The company entrusts the stock Agency Department of Mega Securities Co., Ltd. to assist in handling the relevant affairs of the shareholders' meeting.

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

7. Information Disclosure

       

(1)Has the Company established a corporate website to disclose information regarding its financials, business, and corporate governance status?

V  

(1)  The Company has disclosed investor information, including financial information and corporate governance information, on its website.

(2)Does the Company use other information disclosure channels (e.g., maintaining an English-language website, designating staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)?

V   (2)  The Company has set up an English website to cope with the trend of internationalization and put the process of the corporate orientation meeting on the company website.

(3)Does the company publish and report its annual financial report within two months after the end of the fiscal year, and publish and report its financial reports for the first, second, and third quarters as well as its operating statements for each month before the specified deadlines?

  V  

8. Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ continuing education, the implementation of risk management policies and risk evaluation standards, the implementation of customer relations policies, and purchasing liability insurance for directors and supervisors)?

V  

The Company has disclosed investor information, including financial information and corporate governance information, on its website.
The company firmly believes that sound structure and operation of the board of directors, transparency of information, protection of shareholders' rights and interests, equal treatment of shareholders are the basis of corporate governance.

(1)  The Company has arranged for directors to take further education courses in 2023 years, and the relevant directors' further education situation is shown in Table 2 below.

(2) The Company buys liability insurance for the directors and managers of the Company every year. And submit the important contents of its liability insurance, such as the amount of insurance, coverage and premium, to the recent board report.

(3)  Implementation of risk management Policies and risk measurement: The Company's major operational policies, investment plans, endorsement guarantees, capital loans, bank financing and other major proposals are evaluated and analyzed by appropriate authority and responsibility departments and implemented in accordance with the resolutions of the board of directors. The audit room also prepares its annual audit plan based on the risk assessment results and actually executes it to implement the supervision mechanism and control the implementation of various risk management.

(4)  The company has relevant mailboxes for vestors/shareholders/government/media/local community/other areas, customers, suppliers and employees to actively handle complaints to protect the rights and interests of all sectors.

(5) Please refer to the Corporate Governance section of the company website

https://www.goodway.com.tw

9. Please describe improvements that have already been made based on the Corporate Governance Evaluation results released for the most recent fiscal year by the Corporate Governance Center, Taiwan Stock Exchange, and specify the priority enhancement objectives and measures planned for any matters still awaiting improvement. Please refer to the shareholders' Annual Report

 

Results of corporate governance evaluation

  Published results  Good Way percentage
2016Y(The third session) Top20% 21% - 35% 
2017Y(The four session) Top50% 21% - 35%
2018Y(The five session) 100% 21% - 35%
2019Y(The six session) 100% 21% - 35%
2020Y(The seven session) 100% 36% - 50% 
2021Y(The eighth session) 100% 51% ~ 65%
2022Y (The nine session) 100% 51% ~ 65%
Evaluation item Implementation status Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
Yes No Summary description

1. Establishment of ethical corporate management policies and programs

V      

(1)Does the company have an ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team?

(1)The Company operates in accordance with the provisions of the ethical Code of Conduct in order to implement ethical management.

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

(2)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?

(2)The Company operates in accordance with the provisions of the Code of Ethical Conduct and has adopted the reporting and complaint management measures at the seventh and seventh Board meeting to provide a complaint mechanism and channel for internal employees and external stakeholders.

(3)Does the company clearly set out the operating procedures, behavior guidelines, and punishment and appeal system for violations in the unethical conduct prevention program, implement it, and regularly review and revise the plan?

(3)The Company operates in accordance with the provisions of the Code of ethical Conduct and has adopted the reporting and complaint management measures at the seventh and seventh Board meeting to provide a complaint mechanism and channel for internal employees and external stakeholders to prevent dishonest business practices.

2. Ethical Management Practice V      

1)Does the company assess the ethics records of those it has business relationships with and include ethical conduct related clauses in the business contracts?

(1)Our suppliers and customers are evaluated internally to ensure the integrity of those dealing with them.

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

(2)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?

(2)The Company has designated the Office of the Chairman as a special unit in the ethical operation Procedures and Code of Conduct, and reports the implementation situation to the Board of Directors regularly.

(3)Has the company established policies to prevent conflict of interests, provided appropriate communication and complaint channels, and properly implemented such policies?

(3)The Company has adopted the report and appeal management measures at the seventh and seventh board meeting to provide the appeal mechanism and channels for internal employees and external stakeholders.

(4)Does the company have effective accounting and internal control systems in place to enforce ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit compliance with the systems to prevent unethical conduct or hire outside accountants to perform the audits?

(4)The Company has established the accounting professional judgment procedure, accounting policy and estimation change process, and internal control system, and the internal audit unit will check regularly and send to the audit committee for review.

(5)Does the company provide internal and external ethical corporate management training programs on a regular basis?

(5)The Company regularly propagates relevant information about integrity management in the company's monthly meeting, and the chairman of the company personally explains the company's business philosophy.

3. Implementation of Complaint Procedures

V      

(1)Has the company established specific whistle-blowing and reward procedures, set up conveniently accessible whistle-blowing channels, and appointed appropriate personnel specifically responsible for handling complaints received from whistle-blowers?

(1) The Company has adopted the report and complaint management method at the 7th board meeting of the 7th and revised the method at the 22nd board meeting of the 8th, and designated a specialist to accept the method, so as to provide a complaint mechanism and channel for internal employees and external stakeholders.

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

(2)Has the company established standard operation procedures for investigating the complaints received, follow-up measures taken after investigation, and mechanisms ensuring such complaints are handled in a confidential manner?

(2) The Company has adopted the reporting and complaint management measures at the seventh and seventh board meeting of the seventh session, and has clarified the operating procedures and relevant confidentiality mechanisms in the measures.

(3)Has the company adopted proper measures to protect whistle-blowers from retaliation for filing complaints?<b/p>

(3) Handle in accordance with the administrative measures for reporting and appeals, and protect the whistle-blower from improper handling due to reporting.

 

4. Strengthening Information Disclosure

V    

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

(1)Does the company disclose its ethical corporate management policies and the results of their implementation on its website and the Market Observation Post System (MOPS)?

(1) The Company has disclosed on its website the Code of ethical Conduct and the Whistleblowing and Complaints Management Policy.

5. If the company has adopted its own ethical corporate management best practice principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations between the principles and their implementation:There is no significant difference。

6. Other important information to facilitate a better understanding of the status of operation of the company’s ethical corporate management policies (e.g., the company’s reviewing and amending of its ethical corporate management best practice principles):

Please refer to the company's website, corporate governance area: http://www.goodway.com.tw

 

The company conducts ethical management education and training:

The Office of the Chairman of the Board of Directors is designated by the company as a specialized unit, subordinate to the Board of Directors, to handle the revision, implementation, interpretation, consultation services and registration and filing of the contents of the notification of this operation procedure and guide, and to supervise the implementation
The main duties are as follows:

  • Assist in integrating integrity and ethical values into the company's business strategy, and formulate relevant anti-fraud measures to ensure integrity in business in conjunction with the legal system
  • Formulate programs to prevent dishonest behavior, and formulate standard operating procedures and behavior guidelines related to work and business in each program
  • Plan the internal organization, establishment and management, and set up a mutual supervision and balance mechanism for business activities with high risk of dishonest behavior within the business scope.
  • Promotion and coordination of honesty policy propaganda training
  • Plan the whistleblowing system to ensure the effectiveness of its implementation.
  • Assist the Board of Directors and management to check and evaluate the effective operation of the preventive measures established by the implementation of honest business, and regularly evaluate the compliance status of relevant business processes and prepare reports.In adition to the education and training of the integrity management policy for new employees, the chairman of the company will also publicize the company's business philosophy and integrity management policy to all employees at major gatherings of the company, and publicize the company's integrity management policy to the directors at the board of directors.
  • 2023ETHICAL CORPORATE MANAGEMENT – IMPLEMENTATION STATUS

The relevant education promotion was conducted on 21 October , and the implementation was reported to the Board of Directors on 03 November in 2022

Ethical business Policy Training Briefing

 

tem

Implementation status

Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
Yes No

Summary description

1. Does the company conduct risk assessments of environmental, social and corporate governance (ESG) issues related to the company's operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies?

V

 

The Company has formulated a Code of Practice for Sustainable Development in accordance with the Code of Practice for Sustainable Development of Listed Listed Companies and disclosed it on the Company website.

 

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

2. Has the Company established a governance framework for promoting sustainable development, and established an exclusively (or concurrently) dedicated unit to be in charge of promoting sustainable development? Has the board of directors authorized senior management to handle related matters under the supervision of the board?

V

 

The Company has established a code of practice for sustainable development, designating the Office of the Chairman to work part-time to promote sustainable development related measures and should report regularly to the Board.

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

3. Environmental Issues

 

 

 

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

(1)Has the Company set an environmental management system designed to industry characteristics?

V  

(1) The company's factories are located in Taiwan and mainland China, which comply with the relevant local environmental laws and regulations.

(2)Does the Company endeavor to use energy more efficiently and to use renewable materials with low environmental impact?

V  

(2)The company's factories are located in Taiwan and the mainland, which comply with the relevant local environmental laws and regulations. We are committed to improving the utilization of resources, reducing costs and maintaining the environment.

(3)Has the Company evaluated the potential risks and opportunities posed by climate change for its business now and in the future and adopted relevant measures to address them?

V  

(3) The company's factories are located in Taiwan and mainland China, which comply with the relevant local environmental regulations.

(4)Did the company collect data for the past two years on greenhouse gas emissions, volume of water consumption, and the total weight of waste, and establish policies for greenhouse gas reduction, reduction of water consumption, or management of other wastes?

  V  
4. Social Issues

V

 

 

There is no significant difference, and we will continue to cooperate with relevant laws and regulations in the future

(1)Has the company formulated relevant management policies and procedures in accordance with relevant laws and regulations and international human rights conventions?

(1)The company to fulfill corporate social responsibility and implement human rights protection, See the International Bill of Rights and the International Labour Organization (Declaration on Fundamental Principles and Rights at Work) and the internationally recognized Declaration of Human Rights. This human rights policy is designed to prevent violations of human rights and to give our employees reasonable and dignified expectations. The implementation guidelines are as follows:

  • 1.Provide a safe and healthy workplace in compliance with relevant laws and regulations.
  • Strive to maintain a workplace free of violence, harassment and intimidation while respecting the privacy and dignity of employees.
  • Child Labour under the age of 16 shall not be employed and any act which may result in the employment of child Labour shall not be permitted.
  • Sign a written labor contract in accordance with the law, which states that the employment relationship is established on the premise of mutual agreement, no forced labor, no slavery and human trafficking.
  • Prevent illegal discrimination and ensure equal opportunities for employment and promotion.
  • Establish smooth communication channels and hold regular labor-management meetings to ensure the rights and interests of both employers and employees.

(2)Has the Company established and implemented reasonable employee welfare measures (include salary/compensation, leave, and other benefits), and are business performance or results appropriately reflected in employee salary/compensation?

(3)The company is committed to promoting a healthy workplace. It has been certified as a healthy workplace by the Ministry of Health and Welfare, and won the Ministry of Labor's "Work-Life Balance Award" - "Work Flexibility Group" and "Employee Assistance Group" in October, 2007.
In accordance with the provisions of the Occupational Safety and Health Law, the company has formulated and implemented four programs, including the "Prevention Plan of human-related Hazards", the "Maternal Health Protection Plan at Work", the "Prevention Plan of diseases caused by abnormal work Load of Employees" and the "Prevention Plan of illegal infringement of Employees during the performance of Duties".
In addition to regular staff health examination, the company does not regularly handle health lectures, sports associations and other activities, at the same time, promote employee assistance programs, regularly contract lifeline association, provide "staff assistance hotline and email", provide convenient psychological counseling, to create a healthy workplace.
In addition, in order to provide safe and comfortable working environment for employees, emergency medicine Eisai is set up, and working environment measurement is carried out regularly in accordance with the provisions of occupational safety and health law. According to the provisions of fire control law, regular fire equipment safety inspection declaration; Regularly handle public safety inspection of buildings in accordance with relevant laws and regulations of buildings.

(3)Does the Company provide employees with a safe and healthy working environment, and implement regular safety and health education for employees?

(3)The company is committed to promoting a healthy workplace. It has been certified as a healthy workplace by the Ministry of Health and Welfare, and won the Ministry of Labor's "Work-Life Balance Award" - "Work Flexibility Group" and "Employee Assistance Group" in October, 2007.

(4)Has the Company established effective career development training programs for employees?

(4) The company conducts relevant education and training in accordance with relevant laws and regulations and internal management measures, regularly invites external lecturers to hold training courses for middle and senior executives to learn management skills and build cohesion, and holds training courses for middle and senior executives internally by senior executives, which not only provides valuable experience inheritance, but also helps to widen the distance between senior executives and middle executives through courses. Strengthen the atmosphere of teamwork. 

 

(5)Does the company comply with the relevant laws and international standards with regards to customer health and safety, customer privacy, and marketing and labeling of products and services, and implement consumer protection and grievance policies?

(5)The Company shall handle the matter in accordance with relevant laws and regulations and internal management measures.

(6)Has the company formulated supplier management policies requiring suppliers to comply with relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights, and what is the status of their implementation?

(6)The Company shall handle the matter in accordance with relevant laws and regulations and internal management measures.

5. Does the company refer to international reporting standards or guidelines when preparing its sustainability report and other reports disclosing non-financial information? Does the company obtain third party assurance or certification for the reports above?

 

V

  http://www.goodway.com.tw

6. If the Company has adopted its own sustainable development best practice principles based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviation from the principles in the Company’s operations:There is no significant difference

7. Other important information to facilitate better understanding of the company’s promotion of sustainable development:

Please refer to our company's website, Goodway Corporate Social Responsibility Zone: http://www.goodway.com.tw

Good Way ISO certification

ISO9001certification
ISO14001certification

 

Succession planning for board members

The company director candidate nomination system, elected for a term of three years, the selection of directors, except otherwise provided by law or the articles of association, in accordance with the company director elections  method to deal with.

The selection of directors of the Company shall take into account the overall composition of the board of directors, the composition of the board of directors shall take into account the diversity of the board members, and formulate an appropriate diversity policy for its own operation, business type and development needs, including but not limited to the following criteria:

  • Basic conditions and values: sex, age, nationality and culture, etc.
  • The professional knowledge and skills: some professional background (such as legal, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

Achieve the ideal objectives of corporate governance, directors should generally possess the necessary knowledge, skills and qualities to perform their duties. The board of directors as a whole should possess the following capabilities:

  • Operational judgment ability.
  • Accounting and financial analysis ability.
  • Operation and management ability (including operation and management of subsidiaries).
  • Crisis management ability.
  • Industry knowledge.
  • International market view.
  • Leadership skills.
  • Decision-making ability.
  • Knowledge and ability of risk management.

 

The Company conducts director succession planning through:

  • The present directors recommend a suitable candidate.
  • candidates recommended by shareholders.
  • The performance evaluation results of the Board of directors shall be the reference basis for the renewal of the director's term.

 

Succession planning for key management levels

  • In the planning of the succession of important management level, it is necessary to have high executive ability, correct values, integrity, integrity and other personality traits, and will be "honest and pragmatic, creative, quality first, sustainable concept".
  • Important in the planning of the company philosophy as the principle, is committed to achieve employee satisfaction, customer satisfaction, shareholder satisfaction of the win-win-win goal
  • The company's staff at or above the manager level is an important management level, has formulated the position agent management measures, each has a designated position agent, to train and cultivate. In addition to the internal training of management ability, combined with job rotation and overseas group company experience, to comprehensively cultivate the decision-making ability of senior executives

 

Insider definition

  • Directors, supervisors, managers and shareholders holding more than 10 percent of the total number of shares of the company, including their spouses, minor children and other nominal holders.
  • The government or legal person shall be the representative of the director and the supervisor of the company, including the spouse, minor children of the representative and the holder of the name of another person.
  • An insider of a subsidiary of a financial holding company.

 

Note: Order No. 0920001301 of Securities and Futures Regulatory Commission of the Ministry of Finance dated March 27, 1992 amended the scope of application to managers as follows:

  • General manager and equivalent.
  • Vice president and equivalent.
  • Associate and equivalent.
  • Head of finance department.
  • Head of accounting department.
  • Other persons who have the right to manage the affairs of the company and sign.

 

Notes for new insiders

  • The insider (including himself, his spouse, minor children and the holder of the name of another person) shall, within two days after the date of obtaining the identity, apply for the information declaration operation of the "Insider New (disrogation) Instant Declaration System".
  • The directors, supervisors and managers of the Company shall sign the statement within 5 days after taking office and keep it in the company for future reference; The other directors and supervisors shall commence on the date of their appointment

 

Restriction on the disposition of stock of the company owned by an insider

  • he new insider shall not sell his holdings on the premises of the securities firm for "six months" from the date of acquisition of his status (except for gifts or transfers of trust).
  • The new insider shall not be transferred "after six months" from the date of his/her acquisition of his/her status. However, if the daily transfer of shares at the premises of the securities firms exceeds 10,000 shares.The transaction can be made three days before the transfer after the prior declaration, and the transfer is completed within one month. If the transfer of the declared shares cannot be completed within one month.Within three days of the expiry of the transfer period, the "reasons for not completing the transfer" must be declared.
  • If the insider's holdings are subject to mandatory auction by the court and more than 10,000 shares are disposed of, the insider shall receive the court's relevant notice. After the case, the transfer declaration should be handled in advance to avoid violating the provisions of Article 22 of the Law.
  • When the stock is set and discharged, the company shall report the change of the last month's shareholding to the company before the 5th day of each month, and notify the company immediately of the pledge of the set and discharged.
  • Insiders are not allowed to sell Treasury shares during the buyback period. (SEC. 28-2, Item 6 of the Securities Exchange Act).
  • Avoid buying (selling) securities within 6 months after the expiration of the new 6 months. If any of the above things happen, the interest will be attributed to the company (right to subsume).
  • Upon receiving information of the company that has a material impact on its stock price, the company shall not buy in the market until the news is not made public or within 18 hours after the news is made public and less than 6 months after the resignation of the company or sell, so as not to violate insider trading.
  • Those who acquire more than 10 percent of the shares of a publicly issued company alone or jointly with others or increase or decrease by 1 percent after the fact shall report.

 

Insider shareholding change declaration time point every month

  • The insider of the Shanghai Cabinet Company and Xing Cabinet Company shall report to the company the situation of the holdings and holdings (holdings) of the previous month before the fifth day of each month; The company also summarizes and enters the public information Observatory before the 15th day of each month.
  • If the pledge (pledge) of the aforesaid stock is established, the issuer (pledge) shall notify the Company immediately; The Company shall, within five days after its pledge establishment (release), enter its pledge establishment (release) status into the Public Information Observatory.

 

Other matters that insiders should pay attention to

In order to prevent insiders from being punished for violating relevant regulations, the Cabinet Purchase Center has compiled the "Laws and regulations related to insider trading and insider equity of Shangxing Cabinet Company" and the precautions to be taken a book containing detailed information about the regulations related to the insider and the explanations of recent orders issued by the competent authorities.

Insider Equity Promotion Handbook

 

Insider ownership and insider trading promotion

In accordance with the company's "prevention of insider trading management procedures", this year has been on2023/04/072023/4/242023/05/112023/07/272023/09/132023/10/202023/10/302023/11/012023/12/09 and 2023/12/27 to present directors and managers, provide the relevant laws and regulations of insider trading for the reference of current directors and managers, and post the course briefing on the company website for the reference of employees.

 

Internal audit organization

The design, implementation and internal audit of the Company's internal control system are conducted in accordance with the guidelines for the establishment of internal control systems of public companies and relevant laws and regulations.

Purpose of internal audit

The purpose of the COMPANY's internal audit is to assist the Board of Directors and management to examine and review the lack of internal control systems and measure the effectiveness and efficiency of operations to provide improvement suggestions to ensure the continuous and effective implementation of the internal control system and as a basis for reviewing and revising the internal control system to promote the sound operation of the Company.

Internal audit organization

The audit office of the company is directly under the Board of Directors

  • There shall be one audit supervisor, whose appointment or removal shall be approved by the Audit Committee and submitted to the board of directors for resolution; Another audit agent is provided.
  • The department shall allocate a competent and appropriate number of full-time internal auditors according to the company's scale, business situation, management needs and other relevant laws and regulations.
  • In accordance with Article 3 (4) of the Code of Corporate Governance of the Company, the appointment, removal, evaluation and remuneration of internal auditors shall be submitted to the board of directors or signed by the audit supervisor to the Chairman for approval.

Internal AUDIT operations

  • Assist the board of Directors and managers to check and review the deficiencies of the internal control system, measure the effectiveness and efficiency of the operation, and provide timely improvement suggestions to ensure the continuity of the internal control system effective implementation and as a basis for reviewing and revising the internal control system.
  • Draw up the annual audit plan according to the results of the risk assessment and the matters stipulated by the competent authority, and submit it to the board of directors for approval, as well as the amendment.
  • Temporary audit shall be conducted in accordance with the instructions of the company's top executive or his authorized person.
  • The audit report and tracking report shall be submitted to the independent directors for inspection.
  • In addition to attending the board of directors to report on the implementation of internal audit operations, the auditor shall report to the Audit committee on a quarterly basis or when necessary.
  • The statement of internal control system shall be made public on the FSC's designated website within three months after the end of each financial year and published in the annual report.

 

Annual study status in 2023

Chief internal auditor:Rufen Lai
Date  Study Organizer  Course Name Hours
2023.06.19 IIA

Information security protection and cloud security audit practice seminar

6

2023.10.28 IIA

Chat GPT control skills that internal audit must learn

6

 

Acting as an internal auditor:Qiu Fujun
Date  Study Organizer  Course Name Hours
2023.03.22 IIA

How to use excel functions to improve auditing and financial efficiency practical workshop

6

2023.10.18 IIA

How internal auditors interpret operating performance and risks from IFRS financial statements

6

Corporate governance officer

By the resolution of the 13th Board of Directors at the 8th meeting of the Company on October, August and November, July, the company has appointed a "corporate governance supervisor", who is the manager of the financial Department, Lee Jiafeng, who has been in charge of finance and stock affairs for more than 3 years and meets the qualifications of a corporate governance officer.

Terms of reference

  • To handle matters related to board of directors and shareholders' meetings in accordance with the law.
  • Make minutes of board of directors and shareholders meeting.
  • Assist directors in appointment and continuing education.
  • To provide information necessary for the directors to carry out their business.
  • To provide information necessary for the directors to carry out their business. Assist directors in compliance with laws and regulations."
  • Other matters stipulated in the articles of association or contract of the company

Business execution focus in 2023

  • Handle matters related to meetings of the board of directors and shareholders' meetings in accordance with the law.
  • Make minutes of board of directors and shareholders' meetings.
  • Provide board members with relevant laws and regulations on corporate governance and update them regularly.
  • Arrange refresher courses for board members.
  • To provide information necessary for directors to perform their business.
  • Assist directors in complying with laws and regulations.
  • Evaluate and purchase the liability insurance of the group's directors and supervisors.
  • Arrange communication meetings between independent directors and accountants or internal audit supervisors.
  • Conduct board performance evaluation.
  • Conduct education on insider equity and insider trading for current directors and managers.

 

Annual study status in 2023

Date Study Organizer  Course Name Hours
2023/7/4 TWSE Cathay Pacific Sustainable Finance & Climate Change Summit 2023 6
2023/8/9 Taipei Exchange Seminar to insiders of listed/registered companies 3
2023/10/26 Securities and Futures Institute, SFI Shareholders’ meetings, management rights and equity strategies 3