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Corporate Governance

Integrity Management

Policy and Commitment

To implement integrity management, the Company’s Board of Directors has adopted the “Procedures for Ethical Management and Guidelines for Conduct” and the “Code of Ethical Conduct,” which were formally presented to shareholders at the General Meeting.

The integrity management policy established by the Company specifically defines standards for ethical behavior. All stakeholders are prohibited from engaging in dishonest business activities including bribery, providing illegal political contributions, conflicts of interest, and improper relationships with third parties. The Board of Directors and management have made commitments to the integrity management policy and require all employees to comply accordingly.

Implementation

The Company evaluates the integrity records of business partners and clearly stipulates integrity clauses in contracts: if dishonest behavior is involved, the Company may terminate or cancel the contract at any time.

The Administrative Management Division and the Audit Office jointly promote ethical management, including advocacy of integrity management policies, conducting educational training on integrity management topics, and handling and investigating related whistleblowing cases in accordance with the “Procedures for Ethical Management and Guidelines for Conduct” and the “Code of Ethical Conduct.” Dishonest behavior or violations of laws and regulations are strictly prohibited. Reports on integrity management policies, programs to prevent dishonest behavior, and supervision of implementation are made to the Board of Directors regularly (at least once annually).

The Company has also established policies to prevent conflicts of interest to identify, supervise, and manage risks that conflicts of interest may lead to dishonest behavior, enabling directors, managers, and other stakeholders attending Board meetings to proactively disclose potential conflicts of interest.

Insider Trading and Conflict-of-Interest Prevention

The Company has established “Insider Trading Prevention Procedures” to safeguard the interests of both investors and the Company. Quarterly reminders regarding insider trading prevention are circulated to all personnel. Starting in 2025 (ROC Year 114), educational training related to integrity management, including prevention of insider trading, proprietary information classification management systems, and patent disclosure fundamentals, will be incorporated into mandatory courses for new employees and designated positions.

Whistleblower System and Grievance Mechanism

The Company has established a dedicated whistleblower mailbox to encourage internal employees and external customers and vendors to provide feedback and report dishonest behavior. The whistleblower mailbox is handled by the Audit Office, which verifies the intent and supporting evidence of any report upon receipt. If the behavior is deemed to potentially violate laws or constitute unethical or dishonest conduct, it will be reported to the Administrative Management Division for investigation. Cases proven to be substantiated will result in disciplinary action; serious cases may be referred to judicial authorities for prosecution.

In addition to the whistleblower mailbox, the Company has established a sexual harassment complaint hotline to enhance reporting channels.

The Company strictly adheres to confidentiality principles to protect the personal information of whistleblowers and case details. Personnel handling cases who violate confidentiality principles will also be subject to disciplinary action by the Administrative Management Division.

 

Dedicated whistleblower mailbox: [email protected]

Internal Audit Organization

The Audit Office is an independent unit that reports to the Board of Directors and is staffed by full-time auditors. The appointment or removal of the Chief Internal Auditor shall be nominated and approved by the directors and decided by resolution of the Board of Directors.

Internal Audit Operations

Audit activities are conducted in accordance with the annual audit plan approved by the Board of Directors. The plan is formulated based on identified or assessed risks, and special project audits or follow-up reviews are carried out when necessary.

Auditors inspect the internal controls of all units and review the results of their self-assessments in accordance with the internal audit procedures, and periodically report on operational efficiency and effectiveness to the Board of Directors.

Both general audits and special projects aim to assist the Board and management in evaluating the effectiveness of the internal control system, while providing timely recommendations for improvement. This ensures the system remains effective on an ongoing basis and serves as a reference for the review and revision of internal controls.

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