In order to improve the responsibility for the formulation and supervision of the company's ethical management policy and prevention measures, the Corporate Governance Officer and the HR department under the Board of Directors are fully committeed to the tasks, and report to the Board of Directors once a year.
The company has established relevant management policies, including the "Best Business Practice Principles", "Codes of Ethics" and so on, which clearly stipulate that Directors, Managers and employees shall not directly or indirectly provide, promise, request or accept, in the process of conducting business activities, any illegitimage interests, or conduct dishonest hahavior such as breach of integrity, illegality, or fiduciary obligations; and appropriate remuneration systems, sound internal control systems and operating methods (including management policies, authorization systems, and division of functions, etc.) and other norms, supplemented by internal audit operations, are carried out as control measures. Moreover, a notification channel of anti-corruption mailbox is also set up for stakeholders to report corrupt and other illegal acts, as well as an independent investigation mechanism and relevant verification actions.
Pursuant to the stipulated "Meeting Rules of Board of Directors", "Audit Committee Charter" and "Remuneration Committee Charter", the management of Board of Directors' interest avoidance is verified, and the operation of Remuneration Committee is in compliance.
To implement the publicity for the prevention of insider trading, the Board of Directors has adopted relevant management measures and publicity enforcement. According to Article 14 of the Best Business Practice Principles, the company personnel should abide by the provisions of the Securities and Exchange Law, and shall not use the unpublished information they know to engage in insider trading, or disclose such unpublished information to others, who may take advantage of such information to engage in insider trading themselves. In addition, it's clearly stated in the Article 2 of the company's Procedures for Handling Material Inside Information that the material inside information shall be handled in accordance with relevant laws, orders, stipulations of the Taiwan Stock Exchange and regulations of this procedure. Prior to on board, insiders must sign a statement and send relevant promotional information from time to time.
1. Internal training
Content: the relevant publicity for corporate best business practice (including the ban on insider trading)
Frequency: to be held once a quarter, and at the new employees' orientations
Participant: the company's employees
Number of participants: 423 persons in total
Total training hours: 267 hrs
2. The company's reporting and handling procedures
(1) The company shall immediately request the accused personnel to stop the relevant conduct, and have the personnel dealt with appropriately according to laws and stipulations or relevant regulations within the company.
(2) The operation of the company adheres to the principle of zero malpractice. If the personnel of the company take advantage of their positions, intend to seek the improper benefits for themselves or others, and incur losses of the company, the personnel as a consequence shall be dismissed from position, and compensate unconditionally for all losses the company may suffer, in terms of securing the company's reputation and rights.
(3) Written documents, including the acceptance of the report, the investigation process and the results, shall be retained for five years and preserved electronically. Should a lawsuit related to the prosecution case occur prior to the expiry of the preservation period, the relevant materials shall be kept intact until the lawsuit is terminated.
(4) Once the accusation is sustained, the related units of the company, accountable for the review of relevant internal control system and operating procedures, shall propose countermeasure for improvement to prevent any reoccurrence.
The notification channel for anti-corruption
E-mail: auditcommittee@oucc.com.tw
