Promotion of Integrity Management
Operational Status
1、Establishment of Integrity Management Policy and Plan
The Code of Conduct reflects the company's mission, vision, and values. The company has always adhered to the principles of integrity, compliance with government laws and regulations, implementation of corporate governance, fulfillment of corporate responsibilities, and requires employees to adhere to the "Code of Ethical Conduct" in areas such as business ethics, labor relations, health and safety, environment, internal control, and corporate governance. The company has formulated the "Procedures for Ethical Management and Guidelines for Conduct" as its integrity management policy. The aforementioned measures were approved by the board of directors on December 17, 2020, and December 18, 2024, in their respective resolutions. The company has also disclosed the "Code of Ethical Conduct" and "Procedures for Ethical Management and Guidelines for Conduct" on the company's website and internal information sharing platform.
2、Implementation of Governance Structure for Corporate Integrity Management
The company's Corporate Financial Management Department serves as the dedicated unit responsible for coordinating and promoting various corporate integrity management-related matters. In September 2023, to effectively implement and continuously strengthen the promotion of various initiatives, the company established the "Integrity Management Promotion Group" at the board of directors level. The group is chaired by the CEO, who also serves as the convener and meeting chairperson. The Assistant Manager of the Corporate Financial Management Department, who is concurrently responsible for corporate governance, serves as the executive secretary. The group consists of the top executives from various functional units, responsible for formulating and supervising the implementation of corporate integrity management policies and preventive measures. A meeting was held on June 20, 2024, to present the implementation status for 2023, the medium- and long-term promotion plans, and the action plan for 2024.
Responsibility structure of Integrity Management Promotion Group
Promotion Strategy of Integrity Management
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 2024, 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 2024, no reports related to dishonest conduct have been received.
The main initiatives and implementation status for the year 2024 are as follow:
|
The main initiatives |
execution status |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Group Code of Conduct |
The Company has promoted its subsidiaries under Nanpao's control to sign the "Nanpao Resin Group Code of Conduct." This document includes a commitment by group companies to fully comply with applicable laws and adhere to internationally recognized standards for Environmental, Social, and Corporate Governance (ESG). By 2024, all 60 subsidiaries have completed the signing of the declaration, achieving a 100% completion rate. This fully implements and demonstrates the group's commitment and determination to operate with integrity. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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 2024, a total of 2,757 Employee Code of Conduct Statements and Third-Degree Relative Code of Ethics Declaration Forms were collected, achieving a signing rate of 94.19% within the group. The company will continue to drive this initiative, aiming to increase the implementation rate annually. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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 2023 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 regular in-person training sessions and offers 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 2024 is as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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 2024 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 2024 are listed in the table below:
(4) In 2024, 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 December 10, 2024, is as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Link Between Compensation and Risk |
(1) To encourage senior executives to prioritize long-term performance and achieve sustainable corporate management, the company incorporated sustainability strategies and goals into the performance indicators of the CEO, senior executives, and general managers of subsidiaries for 2024, linking them to compensation. (2) In line with the above initiative, the company amended the "Compensation Policy for Directors, Functional Committees, and Managers" on May 9, 2024, as approved by the Board of Directors. The amendment includes the following compensation adjustments related to risk factors: lSignificant decline in net profit after tax lEthical misconduct by directors lInternal mismanagement, employee misconduct, or other major risk incidents involving managers lViolation of the "Nanpao Resin Group Code of Employee Conduct" by managers l Financial restatements due to fraud or other improper conduct by managers |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Enhancing Information Disclosure Transparency |
(1) To continuously strengthen corporate governance and enhance information disclosure transparency, the company voluntarily disclosed the remuneration policy and individual compensation amounts of directors in the 2023 Annual Shareholders’ Meeting report. (2) The Company obtained real-name certification from the Ministry of Economic Affairs to access information on directors and dual-role positions held by senior managers (managerial level and above) across the group. In 2024, consent forms for personal data collection were signed by all 122 managerial-level employees, and the verification of dual-role positions has been completed. |
ØThe promotion of integrity management and its implementation in 2024 have been reported to the board of directors on December 18, 2024.
Link：Ethical Corporate Management and Related Implementation