The Company’s Legal Affairs Division has formed an ethical management working group to enhance ethical corporate management. The group implements ethical management policies according to its responsibilities and scope of duties and actively prevents unethical conduct. The group regularly reports its implementation to the board per year. If any employee or any relevant person representing the Company is suspected of being involved in illegal or unethical conduct, such as corruption or fraud, please send the whistleblower’s name, mailing address, phone number, and email address, the name of the person being reported or other information sufficient to identify the identity of the person being reported, and specific evidence available for investigation” information to the following email address.
Internal stakeholders：
-Employees’ report or complaint to Senao International’s Audit Committee：auditing@senao.com.tw
-Chairman’s mailbox：senaovoice@senao.com.tw
External stakeholders： legal@senao.com.tw
The relevant personnel authorized by the Company to handle such reports shall keep the identity of the whistleblower and the content of the report confidential, and undertake to protect the whistleblower from retaliation as a result of the report.
The relevant personnel handling such reports shall declare in writing to keep the identity of the whistleblower and the content of the report confidential, and the Company will undertake to protect the whistleblower from retaliation as a result of the report and have the responsible unit handle the report in accordance with the following procedures:
- Any report involving general employees should be reported to their department heads. Any report involving directors or senior managers should be reported to the Audit Committee.
- The Company’s Legal Affairs Division and the department heads or personnel who accepted the report in the preceding paragraph should immediately ascertain the relevant facts and request assistance from the related departments if necessary.
- If it is confirmed that the person being reported has indeed violated applicable laws or the Company’s ethical management policies and regulations, the said person should immediately be required to stop the relevant behavior and receive appropriate disciplinary actions. If necessary, the Company may seek compensation for damages from the said person through legal procedures, to protect the Company’s reputation and rights.
- The report acceptance, investigation process, and investigation results should be archived and kept for five years (may in an electronic form). If a lawsuit related to the content of the report takes place before the retention period ends, the relevant information should continue to be retained until the conclusion of the lawsuit.
- If a report is found to be true after investigation, the relevant units of the Company should be responsible for reviewing the relevant internal control systems and operating procedures and putting forth improvement measures to prevent the same conduct from occurring again.
|
Course Name
|
Date
|
Number of hours
(hour) |
Total number of participants
|
Total number of hours
|
|---|---|---|---|---|
| New Recruit Training 2024 – Legal Knowledge (Embezzlement, Personal Data Protection Act, ethical management, case study, and common laws and regulations) |
2024/01/01 ~ 2024/08/31 | 0.56 | 302 persons | 324.88 hours |
Course of Procedures for Preventing Insider Trading
The Company has adopted the “Procedures for Preventing Insider Trading and Handling Material Inside Information” and constantly organized annual information session of insider trading prevention and material insider information handling for the insiders (including notifying directors not to trade securities during the closing period 30/15 days before the financial statement is announced) to prevent insiders from trading securities against non-public information.|
Course Name
|
Date
|
Hour
|
Object
|
|---|---|---|---|
|
Procedures for Preventing Insider Trading and Handling Material Inside Information |
2018.10.31、2019.11.08、2020.11.04、 2021.11.05、2022.11.02、2023.11.03 |
0.5 | All Directors (Total13 persons) |
|
Procedures for Preventing Insider Trading and Handling Material Inside Information |
2018.10.15、2019.10.14、2020.10.19、 2021.10.18、2022.10.20、2023.10.02 |
1 | All Managers (Total 16 persons) |
| Assessment criteria | YES | NO | Implementation status | Deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TPEx-Listed Companies |
|---|---|---|---|---|
| I. Establishing ethical management policies and plans | ||||
| (I) Does the Company have a clear 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? | V | The Company conducts its business with fairness, honesty, integrity and transparency and in order to implement its ethical operation policy and prevent any unethical actions, it has adopted the "Ethical Corporate Management Best Practice Principles and Procedures" passed by the board of directors to regulate senior management's commitment in practice of ethical operation policy, and employees' behavior while performing their duties. | No major deviation | |
| (II) Whether or not 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 paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies? | V | The prohibitions of bribery, corruption and any violation of laws for managers and employees are set forth in the employees code of conduct. For any misconduct, the punishment or termination of employment will be given commensurate with actual condition. The Company follows the Political Donations Act and internal procedures for the political contributions. It is prohibited to make such contributions in exchange of business benefits or transactional advantage. All the business contracts are required to include statement of honesty and integrity and counter party is mandatory to follow. | No major deviation | |
| (III) Whether or not the company has established relevant policies that are duly enforced to prevent unethical conduct, provided implementation procedures, guidelines, consequences of violation and complaint procedures and periodically reviews and revises such policies? | V | The Company has established the Code of Conduct which details the regulations to be followed by the employees while performing their duties to implement ethical operation policy and prevent unethical actions, and set forth the reward, punishment and complaint policies. Violations are subject to disciplinary action, termination of employment, or judicial action depending on the level of severity. The Company is determined in the implementation of ethical operation. | No major deviation | |
| II. Implement ethical policies | ||||
| (I) Does the Company evaluate the integrity of all counter parties it has business relationships with? Are there any integrity clauses in the agreements it signs with business partners? | V | The Company is prohibited from conducting business with whom has unethical records. All the business contracts are required to include statement of honesty and integrity and counter party is mandatory to follow. | No major deviation | |
| (II) Whether or not the Company has set up a unit which is dedicated to promoting the Company's ethical standards and regularly (at least once a year) reports directly to the Board of Directors on its ethical corporate management policy and relevant matters, and program to prevent unethical conduct and monitor its implementation? | V | The Company have designated the Legal Affairs Department specialized (or is involved) in amendment, execution, explanation and consultation of the Principles, as well as documentation and monitoring of any report cases. The specialized unit shall report to the board of directors on a regular basis (once a year). | No major deviation | |
| (III) Does the Company have any policy that prevents conflict of interest and channels that facilitate the report of conflicting interests? | V | In order to build a corporate culture of ethical operation and support business development, the Company has established the code of conduct, implemented policy that prevents conflict of interest and offered channel that facilitate the report of conflicting interests for its directors, managers and employees. | No major deviation | |
| (IV) To implement relevant policies on ethical conducts, has the Company established effective accounting and internal control systems, audit plans based on the assessment of unethical conduct and have its ethical conduct program audited by internal auditors or CPA periodically? | V | The Company has implemented effective accounting and internal control systems and made any necessary adjustments in accordance with relevant rules and regulations or the operating needs. Based on the assessment of unethical conduct, the Company's internal auditors has set out the annual audit plan for audit and investigation to prevent unethical conduct. | No major deviation | |
| (V) Has the Company provided internal and external training on ethical operation on a regular basis? | V | The Company has promotes the ethical operation policy to directors or employees from time to time to strengthen corporate ethics. All new employees are required to sign the code of conduct, take basic legal compliance courses, which include ethical management policy and common law knowledge (legal compliance courses including forgery of documents, business embezzlement and Personal Data Protect Act, etc.). When the number of man-hours training reached 1656 hours in 2023, all employees are required to check all clauses in the code of conduct on an annual basis to fully understand the Company's regulations regarding ethical operation and strengthen knowledge in compliance. | No major deviation | |
| III. Reporting of misconducts | ||||
| (I) Does the Company provide incentives and means for employees to report misconducts? Does the Company assign dedicated personnel to investigate the reported misconducts? | V | The Company has implemented the ethical operation policy and actively prevent any unethical behaviors. Therefore, it has established the following channel for reporting and complaint on the Company's official website (https://www.senao.com.tw/invest17.php) for the use of employees and external stakeholders: Internal stakeholders: Employees' report or complaint to Senao International's Audit Committee: auditing@senao.com.tw Chairman's mailbox: senaovoice@senao.com.tw External stakeholders: legal@senao.com.tw |
No major deviation | |
| (II) Whether or not the Company has established standard operating procedures for investigating the complaints received, follow-up measures after investigation are completed and ensuring such complaints are handled in a confidential manner? | V | The Company has the "Regulations for Audit Committee accepting reports and complaints." Besides the investigation conducted by the Company, all the content of reports are kept confidential to protect the informants and handled in accordance with relevant regulations. | No major deviation | |
| (III) Has the Company provided proper whistleblower protection? | V | The Company has the "Regulations for Audit Committee accepting reports and complaints" to protect the informants from any form of mistreatment. | No major deviation | |
| IV. Enhance information disclosure | ||||
| (I) Has the Company disclose the content of the ethical operation guidelines and their implementation results on its website and the Market Observation Post System? | V | The Company has disclosed the content of Ethical Corporate Management Best Practice Principles and Procedures on website and MOPS. The path to the information is as follows: Front page > About Senao > Investor relations > Major procedures > Corporate Governance Best Practice Principles (https://www.senao.com.tw/invest10.php). The Company promotes the Principles on a regular basis and conducts business with integrity and ethics and no unethical misconduct was found. | No major deviation | |
| V. For the companies which have established corporate social responsibility code of conducts in accordance with the "Corporate Governance Best-Practice Principles for TWSE and TPEX-Listed Companies," please describe the current practices and any deviations from the code of conduct: In order to create a corporate culture of integrity, the Company has established the "Ethical Corporate Management Best Practice Principles and Procedures" in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies." No major deviation was found. | ||||
| VI. Other important information that is helpful in understanding the corporate ethical management operation of the Company? (Such as, the Company has the corporate ethical management best practice principles amended, etc.): The Company upholds the ethical operation, focuses on the needs of all stakeholders, wishes to be recognized by our suppliers and customers and ensures sustainable operations. | ||||