Promotion of Integrity Management
Operational Status
1、Establishment of Integrity Management Policy and Plan
The Code of Ethical Conduct reflects the Company’s mission, vision, and values. The Company has long upheld the principles of integrity in business operations, complied with applicable laws and regulations, implemented sound corporate governance, and fulfilled its corporate social responsibilities. Employees are required to comply with the "Code of Ethical Conduct" in areas including business ethics, labor relations, health and safety, environmental protection, internal controls, and corporate governance. In addition, the Company has established the "Procedures for Ethical Management and Guidelines for Conduct" as its policy for ethical management. These procedures were most recently amended and approved by the Board of Directors on December 17, 2020; December 18, 2024; and December 18, 2025, respectively. Furthermore, in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" , the Company adopted the "Integrity Management Code" as a higher-level governing regulation to strengthen the internal regulatory framework and enhance internal control systems. The Company has disclosed the "Code of Ethical Conduct", "Procedures for Ethical Management and Guidelines for Conduct", and the "Integrity Management Code" on its corporate website and internal information-sharing platforms.
2、Implementation of Governance Structure for Corporate Integrity Management
The Company has established an Integrity Management Promotion Task Force at the Board level as the dedicated unit responsible for coordinating and promoting all matters related to ethical corporate management. The Task Force is convened and chaired by the CEO, with the Assistant Vice President of the Financial Management Headquarters and Corporate Governance Officer concurrently serving as Executive Secretary. The heads of each functional unit serve as members of the Task Force and are responsible for formulating ethical management policies and preventive measures, as well as supervising their implementation.In the current year, a meeting was held on June 30, 2025, during which the implementation status for 2024, the mid- to long-term promotion plans, and the 2025 action plan were presented and discussed.
3、Supervision of Corporate Integrity Management Promotion
The Company consolidates the operation and execution of corporate integrity management promotion and reports to the board of directors at least once a year. In 2025, one report was presented to the board of directors, covering the annual promotion plan and the operation of the Integrity Management Promotion Team. The board of directors reviews the execution status and outcomes, urging adjustments to the promotion team if necessary to facilitate the implementation of relevant plans. The internal audit unit schedules and conducts audits based on risk assessment results, and audit reports are submitted for review by independent directors. Regular reports on audit findings are presented to the Audit Committee and the board of directors.
4、Regular Audits
The "Procedures for Ethical Management and Guidelines for Conduct" established by the company explicitly prohibits bribery and corruption, illegal political contributions, improper charitable donations or sponsorships, and the acceptance of inappropriate gifts, entertainment, or other undue benefits. The company avoids engaging in transactions with individuals or entities with a history of dishonest conduct during business activities. The Code of Conduct includes provisions on integrity behavior in relevant business contracts. Each unit conducts annual assessments of legal compliance and internal control systems, ensuring effective control and implementation. The internal audit department independently audits these processes, ensuring the overall mechanism's effective execution.
5、Clear Reporting Mechanism
To effectively implement the Code of Conduct and policies related to corporate integrity management, the company encourages employees or stakeholders to report any suspicious illegal or dishonest behavior within the organization or with business partners. This includes the following major aspects:
The Company has established a "Regulations Governing Whistle-blowing from Internal and External Parties" and publicly disclosed it on the company's official website and internal information sharing platform. The procedure clearly outlines the receiving units, reporting channels, and processing steps. Additionally, a dedicated communication section for stakeholders is available on the company's website, where stakeholders can use the provided channels to submit suggestions and complaints. Upon receiving feedback, the responsible units conduct investigations and follow-up actions.
Reports can be submitted through three channels: "in-person reporting," "phone reporting," and "written reporting" (paper or electronic letters). The company has established an independent reporting mailbox and a dedicated reporting hotline. Additionally, the email address directly managed by the Audit Committee (independent directors) is disclosed for communication. In cases where the reported matter involves directors or senior executives, it will be reported to the independent directors. The company has implemented a whistleblower protection system, ensuring the confidentiality of the whistleblower's identity and the reported content. It is committed to protecting the whistleblower from any improper treatment arising from the reported matter. As of 2025, no reports related to dishonest conduct have been received.
The main initiatives and implementation status for the year 2025 are as follow:
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The main initiatives |
execution status |
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Employee Code of Conduct Statement |
The Company promotes an annual signing of the "Employee Code of Conduct Statement" by all employees within the group. Employees commit to adhering to all terms of the statement and are required to submit the "Third-Degree Relative Code of Ethics Declaration Form" annually. Deliberate concealment or submission of inaccurate information is strictly prohibited. In the year 2025, a total of 2,656 Employee Code of Conduct Statements and Third-Degree Relative Code of Ethics Declaration Forms were collected, achieving a signing rate of 97.4% within the group. The company will continue to drive this initiative, aiming to increase the implementation rate annually. |
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Integrity Risk Self-Assessment Form |
The Company promotes the completion of an "Integrity Risk Self-Assessment Form" by each internal unit of the parent company on an annual basis to identify potential unethical conduct risks across operating units and to formulate corresponding preventive measures. In 2025, a total of 21 forms were collected, representing a 38% return rate. The risk self-assessment responses from each unit will assist the governance function in focusing on high-risk areas and will be incorporated into subsequent audit priorities. |
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Education and Training with Assessment |
(1) The company deepens the concept of integrity management through public commitments, information dissemination, and education and training, shaping an organizational culture of integrity management from top to bottom. The employment contract for new hires explicitly requires compliance with the company's integrity management policy, and upon joining, employees are required to sign the "Employee Code of Conduct Statement." Additionally, internal education and training programs for new employees are conducted regularly each year, emphasizing the "Procedures for Ethical Management and Guidelines for Conduct " and the "Code of Ethical Conduct " The implementation status of the group's new employee education and training in 2025 is as follows:
Note: The new employee training is a 3-hour program covering the following topics: 1.Human rights-related courses (employee rights, relevant management rules, promotion of gender equality in the workplace, introduction to the Sexual Harassment Prevention Act, measures to prevent sexual harassment, procedures for complaints and discipline, explanation of the employee suggestion box and complaint channels). 2.Employee Code of Conduct, Code of Ethics, Trade Secrets Protection Act, intellectual property rights advocacy, prevention of insider trading, anti-corruption and anti-bribery. 3.Information security, Personal Information Protection Act, protection against external hacking, prevention of internal data leakage, introduction to computer usage, and training on the Occupational Safety and Health Act. (2) The Company also conducts online courses through the Nan Pao e-Learning platform to enhance concepts of integrity and self-discipline. The course content covers the Employee Code of Conduct, Code of Ethics, advocacy for business secrets protection, anti-corruption, and anti-bribery. Regular online assessments are conducted as part of these courses. Participants must complete the courses and achieve a certain score to pass the assessments. The training execution for the group in 2025 is as follows:
(3) On November 25, 2025, the Company conducted an Integrity Management Policy awareness session during the weekly meeting, with a total of 205 participants and a cumulative duration of 51 hours. The session covered the integrity management promotion structure, the 2025 action plan, implementation status, and key initiatives, effectively ensuring that employees fully understood the Company’s commitment, policies, and preventive measures regarding ethical corporate management.
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Prevention of Insider Trading |
(1) The company values the rights of shareholders to information and diligently complies with relevant regulations on information disclosure. Financial, business, insider shareholding, and corporate governance information are regularly and promptly provided to shareholders through public information observation stations or the company's website. (2) The company has established the "Regulations Governing Prevention of Insider Trading and Handling Material Inside Information," which explicitly states that directors, executives, and employees are prohibited from engaging in insider trading or profiting from market information asymmetry. Additionally, directors are prohibited from trading the company's issued securities during the thirty days before the announcement of the annual financial report and the fifteen days before the announcement of each quarterly financial report. In the 2025 fiscal year, there was no trading of the company's issued securities by directors and insiders during the closed periods before the financial report announcements.
(3) The relevant training courses for directors, corporate governance officers and employees of the company in 2025 are listed in the table below:
(4) In 2025, the company arranged an online education and training course on insider trading prevention for all employees through the Nan Pao e-Learning, followed by a post-course assessment. The implementation status as of November 24, 2025, is as follows:
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| Preventing Conflicts of Interest |
(1) The Company promoted the collection of concurrent employment information for all Taiwan-based supervisors at the section chief level and above, as well as employees in the parent company’s procurement, sales, and R&D departments, through the Ministry of Economic Affairs real-name certification system. This was done to confirm whether any personnel were engaged in businesses competing with the Company. In 2025, a total of 213 consent forms for personal data collection were obtained, representing a 77% return rate, and the concurrent employment data were reviewed. No supervisors were found to be engaged in competing businesses that could cause conflicts of interest. (2) The Company collected concurrent employment information for senior executives and directors/supervisors of all China-based subsidiaries to verify whether they were engaged in competing businesses. In 2025, information was obtained for 17 senior executives and directors/supervisors across 11 China-based subsidiaries, achieving a 100% completion rate. |
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| Integrity Management Statement – Signing |
The Company promoted the signing of the"Integrity Management Statement" by all parent company supervisors at the section chief level and above, as well as general managers of subsidiaries. In 2025, a total of 110 executives signed the statement, achieving a return rate of 89%. |
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| Enhancing Transparency in Information Disclosure |
The Company formulated concrete measures to enhance corporate value, which were subsequently approved by the Board of Directors on August 8, 2025, and the related information was disclosed on the Market Observation Post System (MOPS). |
ØThe promotion of integrity management and its implementation in 2025 have been reported to the board of directors on December 18, 2025.
Link：Ethical Corporate Management and Related Implementation