01Implementation of Corporate Governance
02Corporate governance implementation status and deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, with reasons: (FY2022 (111) and FY2023 (112) content maintained in Chinese as officially filed)
FY2025 (114)
| Evaluation Item | Yes | No | Summary of Implementation Status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and Reasons |
|---|---|---|---|---|
| 1. Has the Company established and disclosed its corporate governance code of practice in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? | ✓ | To establish a sound corporate governance system, strengthen its oversight function and enhance its management capabilities, the Company, with reference to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies jointly formulated by the Taiwan Stock Exchange Corporation and the Taipei Exchange, adopted its "Corporate Governance Code of Practice" at the Board of Directors meeting on June 18, 2020, and subsequently amended it at the Board meetings on April 15, 2022 and February 20, 2023. The Company's "Corporate Governance Code of Practice" has been disclosed on the Market Observation Post System (MOPS) and the Company's website. | Compliant | |
| 2. Shareholding Structure and Shareholders' Rights (1) Has the Company established internal operating procedures for handling shareholder suggestions, doubts, disputes and litigation, and implemented them accordingly? |
✓ | (1) The Company has established a Stock Affairs Unit, a spokesperson and an email mailbox to handle shareholder suggestions or disputes; the corporate website also provides a complaint, whistleblowing and proposal function at https://www.jet-opto.com.tw/tc/appeal.html | (1) Compliant | |
| (2) Does the Company have a clear grasp of who are the major shareholders that actually control the Company and the ultimate controllers of such major shareholders? | ✓ | (2) The Company has established a Stock Affairs Unit and, through its stock affairs agency, maintains a full understanding of the major shareholders that actually control the Company and the ultimate controllers of such major shareholders, and regularly reports changes in the shareholdings of directors and managers. | (2) Compliant | |
| (3) Has the Company established and implemented risk management and firewall mechanisms between it and its affiliated enterprises? | ✓ | (3) The assets, finances and accounting of the Company's affiliated enterprises operate independently, with internal auditors conducting independent reviews. In addition, the Company has established appropriate risk control mechanisms and firewalls in accordance with internal regulations such as the "Procedures for the Supervision and Management of Subsidiaries," "Operating Procedures for Endorsements and Guarantees," "Operating Procedures for Loaning of Funds to Others," "Procedures for Related Party Transactions" and "Procedures for Acquisition or Disposal of Assets," and has adopted the "Procedures Governing Financial and Business Operations Between Related Parties" and other relevant management rules and internal control bases to facilitate compliance and oversight. | (3) Compliant | |
| (4) Has the Company established internal regulations prohibiting company insiders from trading securities using undisclosed market information? | ✓ | (4) The Company has, in accordance with the law, established the "Procedures for Handling of Material Inside Information by Company Insiders and Prevention of Insider Trading" within its internal control system, covering the persons regulated under Article 157-1 of the Securities and Exchange Act, and clearly defining, in accordance with the law, the material information referred to in these procedures and the conditions constituting insider trading. Where any Company personnel engages in conduct or transactions constituting insider trading, the matter will be handled in accordance with the Company's internal regulations and applicable laws. In addition, Article 4 of the Company's "Procedures for Ethical Management and Guidelines for Conduct" and Article 4 of its "Corporate Governance Code of Practice" require Company personnel to comply with the Securities and Exchange Act and prohibit them from engaging in insider trading using undisclosed information they have come to know, or from disclosing such information to others so as to prevent others from using such undisclosed information to engage in insider trading. For newly appointed insiders, the Company provides briefings on insider trading regulations to ensure that they understand the applicable legal requirements. Each year, the Company sends an educational letter on "Ethical Management and Prevention of Insider Trading" to directors, insiders and all employees, covering the importance of ethical management, the scope and elements of insider trading, the legal liabilities for violations, regulations on material inside information, and illustrative examples. |
(4) Compliant | |
| 3. Composition and Responsibilities of the Board of Directors (1) Has the Board of Directors formulated a diversity policy and specific management goals, and implemented them accordingly? |
✓ | (1) The Company has established a policy on the diversification of Board members and specific management goals therefor: under the Company's "Corporate Governance Code of Practice" and "Director Election Procedures," the composition of the Board of Directors shall take diversity into consideration. In addition to the requirement that directors who concurrently serve as managers of the Company shall not exceed one-third of the Board seats, the Board shall, having regard to its own operations, business nature and development needs, formulate an appropriate diversity policy covering, at a minimum, the following two aspects: 1. Basic requirements and values: gender, age, nationality and culture, etc. 2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc. |
(1) Compliant | |
| (2) In addition to establishing a Compensation Committee and an Audit Committee as required by law, has the Company voluntarily established other types of functional committees? | ✓ | The status of the Company's achievement of the specific management goals under its diversity policy is as follows The Company's Board members' implementation of diversity is as follows: The Company has 7 directors in total, of whom 4 are independent directors (57%) and 1 is female (14%); 1 independent director has served for 3 years or less, and 3 independent directors have served for 6 years or less. Board members generally possess the knowledge, skills and qualities necessary to perform their duties (see page 10 for details on the diversity status of individual directors), meeting the specific management goals of the diversity policy. (2) In addition to establishing a Compensation Committee and an Audit Committee as required by law, the Company has also established a Sustainable Development Committee under the Board of Directors. The Sustainable Development Committee is responsible for formulating sustainable development policy and for planning, implementing and reviewing matters relating to sustainable development, social responsibility and ethical management, and reports to the Board of Directors on a regular basis. |
(2) Compliant | |
| (3) Has the Company established measures and methods for evaluating Board performance, conducted regular performance evaluations each year, reported the results of such evaluations to the Board of Directors, and used them as a reference for individual directors' compensation and re-nomination? | ✓ | (3) To implement corporate governance and enhance the functions of the Board of Directors by clearly defining performance goals and improving operational efficiency, the Company established its "Board Performance Evaluation Procedures" on September 6, 2021, and has, since 2022, conducted annual evaluations of the Board of Directors and its functional committees (including the Audit Committee and Compensation Committee), assessing performance based on various dimensions and indicators. The unit responsible for Board affairs collects the actual implementation status of each Board indicator activity, and the resulting performance evaluations serve as a basis for future improvement and as a reference for the re-nomination of directors. | (3) Compliant | |
| (4) Does the Company periodically evaluate the independence of its certified public accountants (CPAs)? | ✓ | (4) The Company evaluates the independence and competence of its engaged CPAs on an annual basis. The evaluation indicators and criteria include the CPAs' issuance of a statement of independence and confirmation that the CPAs have not been subject to any disciplinary action or circumstance impairing their independence, among others; the evaluation results are submitted to the Audit Committee and the Board of Directors for discussion. The independence and competence evaluation of the CPAs was approved by the Audit Committee and the Board of Directors on December 9, 2025. | (4) Compliant | |
| 4. Has the Company appointed a sufficient number of qualified corporate governance personnel and designated a chief corporate governance officer responsible for corporate governance affairs (including, but not limited to, providing directors and supervisors with the information necessary to perform their duties, assisting directors and supervisors in complying with laws and regulations, handling matters related to Board and shareholders' meetings in accordance with the law, and preparing minutes of Board and shareholders' meetings)? | ✓ | The Company became an Emerging Stock Market company on November 30, 2021, and its Board of Directors appointed a chief corporate governance officer on June 20, 2023. The Company also has several part-time personnel responsible for corporate governance matters, whose main duties are as follows: (1) Handling matters related to Board and shareholders' meetings in accordance with the law. (2) Preparing minutes of Board and shareholders' meetings. (3) Assisting directors in their induction and continuing professional development. (4) Providing directors with the information necessary to perform their duties. (5) Assisting directors in complying with laws and regulations. (6) Other matters stipulated by the Company's Articles of Incorporation or by contract. |
Compliant | |
| 5. Has the Company established communication channels with stakeholders (including, but not limited to, shareholders, employees, customers and suppliers), set up a stakeholder section on the Company's website, and appropriately responded to material corporate social responsibility issues of concern to stakeholders? | ✓ | The Company has established a stakeholder section and set up an email mailbox and telephone line on its official website to receive complaints from and communicate with stakeholders, and to respond to material corporate social responsibility issues of concern to stakeholders. The Company reports to the Board of Directors on a regular basis (at least once a year) on its communications with stakeholders. |
Compliant | |
| 6. Has the Company engaged a professional stock affairs agency to handle matters relating to shareholders' meetings? | ✓ | In compliance with applicable laws and regulations and to protect shareholders' rights, the Company has engaged the Stock Affairs Agency Department of Taishin Securities Co., Ltd., a professional stock affairs agency, to handle matters relating to shareholders' meetings. | Compliant | |
| 7. Information Disclosure (1) Has the Company established a website to disclose information on its finances, business and corporate governance? |
✓ | (1) The Company has established a corporate website disclosing information, systems and implementation status relating to its finances, business, R&D and corporate governance. | (1) Compliant | |
| (2) Does the Company adopt other means of information disclosure (such as maintaining an English-language website, designating dedicated personnel to collect and disclose company information, implementing a spokesperson system, or posting materials from institutional investor conferences on the Company's website)? | ✓ | (2) The Company's corporate website has both Chinese and English versions, with the Chinese version as the primary version, and is maintained by the relevant units responsible for collecting and disclosing information. The Company has also designated a spokesperson and an acting spokesperson to implement its spokesperson system. | (2) Compliant | |
| (3) Does the Company announce and file its annual financial report within two months after the end of each fiscal year, and announce and file its first, second and third quarter financial reports and monthly operating results ahead of the prescribed deadlines? | ✓ | (3) The Company became an Emerging Stock Market company on November 30, 2021. Pursuant to the results of the CPAs' audit report, the Company announces and files the relevant matters within four months after the end of the fiscal year. As the Company has not yet become a TWSE/TPEx-listed company and its paid-in capital is NT$609,325 thousand, it is not required to announce and file first and third quarter financial reports; however, its second quarter financial report and monthly operating results have been announced and filed as required. | (3) Same as the summary of implementation status | |
| 8. Does the Company have any other important information that would help in understanding its corporate governance practices (including, but not limited to, employee rights, employee wellbeing, investor relations, supplier relations, the rights of stakeholders, directors' and supervisors' continuing education, the implementation status of risk management policies and risk measurement standards, the implementation status of customer policies, and the status of the Company's purchase of liability insurance for directors and supervisors, etc.)? | ✓ | 1. Employee rights: The Company adheres to a policy of ethical management and is committed to employee welfare, safeguarding employees' lawful rights in accordance with the Labor Standards Act. In addition to labor and health insurance, the Company also provides group insurance to enhance employee benefits. 2. Employee care: Through various welfare programs, the Company provides employee training, sets aside pension contributions, and arranges employee health checks, building a relationship of mutual trust and reliance with its employees. In accordance with the law, the Company contributes 6% of each employee's monthly wages to an individual pension account established with the Bureau of Labor Insurance. The procedures, conditions and rules for pension applications are set out in the Company's work rules entirely in accordance with the Labor Pension Act; employees who suffer damage due to any violation or failure to comply with these rules may claim damages from the Company accordingly. 3. Investor relations: The Company has a spokesperson and an acting spokesperson responsible for communicating with external parties on the Company's behalf, and discloses company information on the Market Observation Post System and the investor relations section of the Company's website in accordance with applicable laws and regulations. 4. Supplier relations: The Company has long been committed to maintaining good relationships with its suppliers, with mutual growth and the fulfillment of corporate social responsibility as shared goals. 5. Rights of stakeholders: The Company has established a stakeholder section and set up an email mailbox and telephone line on its official website to receive complaints from and communicate with stakeholders, and to respond to material corporate social responsibility issues of concern to stakeholders. 6. Directors' continuing education: If the Company's finance unit becomes aware of any material amendment to relevant laws and regulations, it promptly notifies all directors and applies the relevant rules to the Company as appropriate; the status of directors' continuing education is disclosed on the Market Observation Post System. The Company also arranges appropriate continuing education courses for directors from time to time to meet the minimum annual training hours required by law. 7. Implementation of risk management policies and risk measurement standards: The Company has established various internal management regulations and internal control systems in accordance with the law to carry out risk management and assessment. The Internal Audit Office formulates an annual audit plan based on the results of risk assessments and periodically and irregularly reviews the implementation of the internal control system. 8. Implementation of customer policies: The Company maintains good relationships with its customers and, in accordance with its internal management rules, provides customer services, including a customer service mailbox and contact channels on the Company's website, with "customer satisfaction" as a key component of its quality policy. 9. Purchase of liability insurance for directors: The Company has purchased directors' liability insurance based on actual needs to reduce and diversify the risk of material losses. 10. Charitable engagement: The Company assisted in a charity sale organized by the Chuante Charity Foundation (Taipei), extending its charitable philosophy to employees, suppliers, partners and other stakeholders. |
Compliant | |
| 9. Please explain the improvement status with respect to the results of the most recent corporate governance evaluation published by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and, for matters not yet improved, state the priority measures and actions to be taken: Not applicable, as the Company is an Emerging Stock Market company. | ||||
FY2024 (113)
| Evaluation Item | Yes | No | Summary of Implementation Status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and Reasons |
|---|---|---|---|---|
| 1. Has the Company established and disclosed its corporate governance code of practice in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? | ✓ | To establish a sound corporate governance system, strengthen its oversight function and enhance its management capabilities, the Company, with reference to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies jointly formulated by the Taiwan Stock Exchange Corporation and the Taipei Exchange, adopted its "Corporate Governance Code of Practice" at the Board of Directors meeting on June 18, 2020, and subsequently amended it at the Board meetings on April 15, 2022 and February 20, 2023. The Company's "Corporate Governance Code of Practice" has been disclosed on the Market Observation Post System (MOPS) and the Company's website. | Compliant | |
| 2. Shareholding Structure and Shareholders' Rights (1) Has the Company established internal operating procedures for handling shareholder suggestions, doubts, disputes and litigation, and implemented them accordingly? |
✓ | (1) The Company has established a Stock Affairs Unit, a spokesperson and an email mailbox to handle shareholder suggestions or disputes; the corporate website also provides a complaint, whistleblowing and proposal function at https://www.jet-opto.com.tw/tc/appeal.html | (1) Compliant | |
| (2) Does the Company have a clear grasp of who are the major shareholders that actually control the Company and the ultimate controllers of such major shareholders? | ✓ | (2) The Company has established a Stock Affairs Unit and, through its stock affairs agency, maintains a full understanding of the major shareholders that actually control the Company and the ultimate controllers of such major shareholders, and regularly reports changes in the shareholdings of directors and managers. | (2) Compliant | |
| (3) Has the Company established and implemented risk management and firewall mechanisms between it and its affiliated enterprises? | ✓ | (3) The assets, finances and accounting of the Company's affiliated enterprises operate independently, with internal auditors conducting independent reviews. In addition, the Company has established appropriate risk control mechanisms and firewalls in accordance with internal regulations such as the "Procedures for the Supervision and Management of Subsidiaries," "Operating Procedures for Endorsements and Guarantees," "Operating Procedures for Loaning of Funds to Others," "Procedures for Related Party Transactions" and "Procedures for Acquisition or Disposal of Assets," and has adopted the "Procedures Governing Financial and Business Operations Between Related Parties" and other relevant management rules and internal control bases to facilitate compliance and oversight. | (3) Compliant | |
| (4) Has the Company established internal regulations prohibiting company insiders from trading securities using undisclosed market information? | ✓ | (4) The Company has, in accordance with the law, established the "Procedures for Handling of Material Inside Information by Company Insiders and Prevention of Insider Trading" within its internal control system, covering the persons regulated under Article 157-1 of the Securities and Exchange Act, and clearly defining, in accordance with the law, the material information referred to in these procedures and the conditions constituting insider trading. Where any Company personnel engages in conduct or transactions constituting insider trading, the matter will be handled in accordance with the Company's internal regulations and applicable laws. In addition, Article 4 of the Company's "Procedures for Ethical Management and Guidelines for Conduct" and Article 4 of its "Corporate Governance Code of Practice" require Company personnel to comply with the Securities and Exchange Act and prohibit them from engaging in insider trading using undisclosed information they have come to know, or from disclosing such information to others so as to prevent others from using such undisclosed information to engage in insider trading. For newly appointed insiders, the Company provides briefings on insider trading regulations to ensure that they understand the applicable legal requirements. Each year, the Company sends an educational letter on "Ethical Management and Prevention of Insider Trading" to directors, insiders and all employees, covering the importance of ethical management, the scope and elements of insider trading, the legal liabilities for violations, regulations on material inside information, and illustrative examples. |
(4) Compliant | |
| 3. Composition and Responsibilities of the Board of Directors (1) Has the Board of Directors formulated a diversity policy and specific management goals, and implemented them accordingly? |
✓ | (1) The Company has established a policy on the diversification of Board members and specific management goals therefor: under the Company's "Corporate Governance Code of Practice" and "Director Election Procedures," the composition of the Board of Directors shall take diversity into consideration. In addition to the requirement that directors who concurrently serve as managers of the Company shall not exceed one-third of the Board seats, the Board shall, having regard to its own operations, business nature and development needs, formulate an appropriate diversity policy covering, at a minimum, the following two aspects: 1. Basic requirements and values: gender, age, nationality and culture, etc. 2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc. |
(1) Compliant | |
| (2) In addition to establishing a Compensation Committee and an Audit Committee as required by law, has the Company voluntarily established other types of functional committees? | ✓ | The status of the Company's achievement of the specific management goals under its diversity policy is as follows The Company's Board members' implementation of diversity is as follows: The Company has 7 directors in total, of whom 4 are independent directors (57%) and 1 is female (14%); 1 independent director has served for 3 years or less, and 3 independent directors have served for 6 years or less. Board members generally possess the knowledge, skills and qualities necessary to perform their duties (see page 9 for details on the diversity status of individual directors), meeting the specific management goals of the diversity policy. (2) In addition to establishing a Compensation Committee and an Audit Committee as required by law, the Company has also established a Sustainable Development Committee under the Board of Directors. The Sustainable Development Committee is responsible for formulating sustainable development policy and for planning, implementing and reviewing matters relating to sustainable development, social responsibility and ethical management, and reports to the Board of Directors on a regular basis. |
(2) Compliant | |
| (3) Has the Company established measures and methods for evaluating Board performance, conducted regular performance evaluations each year, reported the results of such evaluations to the Board of Directors, and used them as a reference for individual directors' compensation and re-nomination? | ✓ | (3) To implement corporate governance and enhance the functions of the Board of Directors by clearly defining performance goals and improving operational efficiency, the Company established its "Board Performance Evaluation Procedures" on September 6, 2021, and has, since 2022, conducted annual evaluations of the Board of Directors and its functional committees (including the Audit Committee and Compensation Committee), assessing performance based on various dimensions and indicators. The unit responsible for Board affairs collects the actual implementation status of each Board indicator activity, and the resulting performance evaluations serve as a basis for future improvement and as a reference for the re-nomination of directors. | (3) Compliant | |
| (4) Does the Company periodically evaluate the independence of its certified public accountants (CPAs)? | ✓ | (4) The Company evaluates the independence and competence of its engaged CPAs on an annual basis. The evaluation indicators and criteria include the CPAs' issuance of a statement of independence and confirmation that the CPAs have not been subject to any disciplinary action or circumstance impairing their independence, among others; the evaluation results are submitted to the Audit Committee and the Board of Directors for discussion. The independence and competence evaluation of the CPAs was approved by the Audit Committee and the Board of Directors on December 27, 2024. | (4) Compliant | |
| 4. Has the Company appointed a sufficient number of qualified corporate governance personnel and designated a chief corporate governance officer responsible for corporate governance affairs (including, but not limited to, providing directors and supervisors with the information necessary to perform their duties, assisting directors and supervisors in complying with laws and regulations, handling matters related to Board and shareholders' meetings in accordance with the law, and preparing minutes of Board and shareholders' meetings)? | ✓ | The Company became an Emerging Stock Market company on November 30, 2021, and its Board of Directors appointed a chief corporate governance officer on June 20, 2023. The Company also has several part-time personnel responsible for corporate governance matters, whose main duties are as follows: (1) Handling matters related to Board and shareholders' meetings in accordance with the law. (2) Preparing minutes of Board and shareholders' meetings. (3) Assisting directors in their induction and continuing professional development. (4) Providing directors with the information necessary to perform their duties. (5) Assisting directors in complying with laws and regulations. (6) Other matters stipulated by the Company's Articles of Incorporation or by contract. |
Compliant | |
| 5. Has the Company established communication channels with stakeholders (including, but not limited to, shareholders, employees, customers and suppliers), set up a stakeholder section on the Company's website, and appropriately responded to material corporate social responsibility issues of concern to stakeholders? | ✓ | The Company has established a stakeholder section and set up an email mailbox and telephone line on its official website to receive complaints from and communicate with stakeholders, and to respond to material corporate social responsibility issues of concern to stakeholders. The Company reports to the Board of Directors on a regular basis (at least once a year) on its communications with stakeholders. |
Compliant | |
| 6. Has the Company engaged a professional stock affairs agency to handle matters relating to shareholders' meetings? | ✓ | In compliance with applicable laws and regulations and to protect shareholders' rights, the Company has engaged the Stock Affairs Agency Department of Taishin Securities Co., Ltd., a professional stock affairs agency, to handle matters relating to shareholders' meetings. | Compliant | |
| 7. Information Disclosure (1) Has the Company established a website to disclose information on its finances, business and corporate governance? |
✓ | (1) The Company has established a corporate website disclosing information, systems and implementation status relating to its finances, business, R&D and corporate governance. | (1) Compliant | |
| (2) Does the Company adopt other means of information disclosure (such as maintaining an English-language website, designating dedicated personnel to collect and disclose company information, implementing a spokesperson system, or posting materials from institutional investor conferences on the Company's website)? | ✓ | (2) The Company's corporate website has both Chinese and English versions, with the Chinese version as the primary version, and is maintained by the relevant units responsible for collecting and disclosing information. The Company has also designated a spokesperson and an acting spokesperson to implement its spokesperson system. | (2) Compliant | |
| (3) Does the Company announce and file its annual financial report within two months after the end of each fiscal year, and announce and file its first, second and third quarter financial reports and monthly operating results ahead of the prescribed deadlines? | ✓ | (3) The Company became an Emerging Stock Market company on November 30, 2021. Pursuant to the results of the CPAs' audit report, the Company announces and files the relevant matters within four months after the end of the fiscal year. As the Company has not yet become a TWSE/TPEx-listed company and its paid-in capital is NT$609,325 thousand, it is not required to announce and file first and third quarter financial reports; however, its second quarter financial report and monthly operating results have been announced and filed as required. | (3) Same as the summary of implementation status | |
| 8. Does the Company have any other important information that would help in understanding its corporate governance practices (including, but not limited to, employee rights, employee wellbeing, investor relations, supplier relations, the rights of stakeholders, directors' and supervisors' continuing education, the implementation status of risk management policies and risk measurement standards, the implementation status of customer policies, and the status of the Company's purchase of liability insurance for directors and supervisors, etc.)? | ✓ | 1. Employee rights: The Company adheres to a policy of ethical management and is committed to employee welfare, safeguarding employees' lawful rights in accordance with the Labor Standards Act. In addition to labor and health insurance, the Company also provides group insurance to enhance employee benefits. 2. Employee care: Through various welfare programs, the Company provides employee training, sets aside pension contributions, and arranges employee health checks, building a relationship of mutual trust and reliance with its employees. In accordance with the law, the Company contributes 6% of each employee's monthly wages to an individual pension account established with the Bureau of Labor Insurance. The procedures, conditions and rules for pension applications are set out in the Company's work rules entirely in accordance with the Labor Pension Act; employees who suffer damage due to any violation or failure to comply with these rules may claim damages from the Company accordingly. 3. Investor relations: The Company has a spokesperson and an acting spokesperson responsible for communicating with external parties on the Company's behalf, and discloses company information on the Market Observation Post System and the investor relations section of the Company's website in accordance with applicable laws and regulations. 4. Supplier relations: The Company has long been committed to maintaining good relationships with its suppliers, with mutual growth and the fulfillment of corporate social responsibility as shared goals. 5. Rights of stakeholders: The Company has established a stakeholder section and set up an email mailbox and telephone line on its official website to receive complaints from and communicate with stakeholders, and to respond to material corporate social responsibility issues of concern to stakeholders. 6. Directors' continuing education: If the Company's finance unit becomes aware of any material amendment to relevant laws and regulations, it promptly notifies all directors and applies the relevant rules to the Company as appropriate; the status of directors' continuing education is disclosed on the Market Observation Post System. The Company also arranges appropriate continuing education courses for directors from time to time to meet the minimum annual training hours required by law. 7. Implementation of risk management policies and risk measurement standards: The Company has established various internal management regulations and internal control systems in accordance with the law to carry out risk management and assessment. The Internal Audit Office formulates an annual audit plan based on the results of risk assessments and periodically and irregularly reviews the implementation of the internal control system. 8. Implementation of customer policies: The Company maintains good relationships with its customers and, in accordance with its internal management rules, provides customer services, including a customer service mailbox and contact channels on the Company's website, with "customer satisfaction" as a key component of its quality policy. 9. Purchase of liability insurance for directors: The Company has purchased directors' liability insurance based on actual needs to reduce and diversify the risk of material losses. 10. Charitable engagement: The Company assisted in a charity sale organized by the Chuante Charity Foundation (Taipei), extending its charitable philosophy to employees, suppliers, partners and other stakeholders. |
Compliant | |
| 9. Please explain the improvement status with respect to the results of the most recent corporate governance evaluation published by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and, for matters not yet improved, state the priority measures and actions to be taken: Not applicable, as the Company is an Emerging Stock Market company. | ||||
FY2023 (112)
| 評估項目 | 是 | 否 | 運作情形摘要說明 | 與 上 市 上 櫃 公 司治理實務守則差異情形及原因 |
|---|---|---|---|---|
| 一、公司是否依據上市上櫃公司治理實務守則訂定並揭露公司治理實務守則？ | ✓ | 本公司為建立良好之公司治理制度、健全監督功能及強化管理機能，依據「上市上櫃公司治理守則」已訂定「公司治理守則」並揭露於資訊觀測站及企業網站。 | 符合 | |
| 二、公司股權結構及股東權益 （一）公司是否訂定內部作業程序處理股東建議、疑義、糾紛及訴訟事宜，並依程序實施？ |
✓ | (一)本公司已設有股務單位、發言人及電子郵件信箱，處理股東建議或糾紛等問題 https://www.jet-opto.com.tw/tc/shareholder-service.html ；並於企業網站提供申訴、檢舉與提議功能 https://www.jet-opto.com.tw/tc/appeal.html | (一)符合 | |
| （二）公司是否掌握實際控制公司之主要股東及主要股東之最終控制者名單？ | ✓ | (二)本公司已設有股務單位並透過股務代理機構，能隨時掌握實際控制公司之主要股東及主要股東之最終控制者名單。 | (二)符合 | |
| （三）公司是否建立、執行與關係企業間之風險控管及防火牆機制？ | ✓ | (三)本公司關係企業的資產財務及會計皆獨立運作，設有稽核人員獨立審查；另本公司根據如「背書保證作業程序」、「資金貸與他人作業程序」、「關係人交易之管理程序」及「取得或處分資產處理程序」等內部相關辦法建立適當風險控管機制及防火牆。 | (三)符合 | |
| (四)公司是否訂定內部規範，禁止公司內部人利用市場上未公開資訊買賣有價證券？ | ✓ | (四)本公司已訂定「道德行為準則」、「誠信經營守則」及「內部人內部重大資訊處理暨防範內線交易管理程序」等以利內部人遵循並公佈於企業網站，及定期向內部人進行教育宣導。 | (四)符合 | |
| 三、董事會之組成及職責 (一)董事會是否擬訂多元化政策、具體管理目標及落實執行？ |
✓ | (一) 本公司訂定之多元化政策及多元化政策之具體管理目標與達成情形如下：
1.多元化政策：依據本公司「董事選任程序」選任董事會成員其整體應具備之能力如下：
(1)營運判斷能力、(2)會計及財務分析能力、(3)經營管理能力、(4)危機處理能力、(5)產業知識、(6)國際市場觀、(7)領導能力、(8)決策能力。 2.多元化政策之具體管理目標與達成情形： (1)個別董事落實董事會成員多元化政策之情形詳如第13頁 (2)兼任公司經理人之董事不逾董事席次三分之一：達成。 (3)董事超過半數席次不具配偶及二等親以內親屬關係：達成。 |
(一)符合 | |
| (二)公司除依法設置薪資報酬委員會及審計委員會外，是否自願設置其他各類功能性委員會？ | ✓ | (二)本公司目前已設置薪資報酬委員會及審計委員會，且為落實公司治理成立永續發展委員會。 | (二)符合 | |
| (三)公司是否訂定董事會績效評估辦法及其評估方式，每年並定期進行績效評估，且將績效評估之結果提報董事會，並運用於個別董事薪資報酬及提名續任之參考？ | ✓ | (三)為落實公司治理並提升董事會的功能，清晰定義績效目標，以提升運作效率，本公司已訂定「董事會績效評估程序」，每年評估一次，依據各項面向與指標進行評估，由董事會議事事務單位收集董事會各指標活動之實際執行情形及績效評估後作為日後改善之依據及董事提名續任之參考。 | (三)符合 | |
| （四） 公司是否定期評估簽證會計師獨立性？ | ✓ | (四)本公司定期每年評估聘任會計師之獨立性及適任性，評估之指標及標準包含；委任簽證會計師出具超然獨立之聲明書，及會計師無受有處分或有損及獨立性之情事等，並將評估結果提報審計委員會及董事會討論。已於112年11月14日經審計委員會及董事會通過會計師之獨立性及適任性評估。 | (四)符合 | |
| 四、上市上櫃公司是否配置適任及適當人數之公司治理人員，並指定公司治理主管，負責公司治理相關事務(包括但不限於提供董事、監察人執行業務所需資料、協助董事、監察人遵循法令、依法辦理董事會及股東會之會議相關事宜、製作董事會及股東會議事錄等)？ | ✓ | 本公司於110年11月30日成為興櫃公司，並於112年6月20日董事會指派公司治理主管，以及設有數名兼職人員負責公司治理相關事務，主要職責如下： (一)依法辦理董事會及股東會之會議相關事宜。 (二)製作董事會及股東會議事錄。 (三)協助董事就任及持續進修。 (四)提供董事執行業務所需之資料。 (五)協助董事遵循法令。 (六)其他依公司章程或契約所訂定之事項等。 |
符合 | |
| 五、公司是否建立與利害關係人(包括但不限於股東、員工、客戶及供應商等)溝通管道，及於公司網站設置利害關係人專區，並妥適回應利害關係人所關切之重要企業社會責任議題？ | ✓ | 本公司已設立利害關係人專區，並於官網設立電子信箱及電話，提供利害關係人申訴及溝通，並回應利害關係人所關切之重要企業社會責任等相關議題。 本公司定期(至少一年一次)向董事會報告與各利害關係人溝通情形。 |
符合 | |
| 六、公司是否委任專業股務代辦機構辦理股東會事務？ | ✓ | 本公司遵循法令規定、保障股東權益委任專業股務代辦機構台新證券股務代理部辦理股東會事務。 | 符合 | |
| 七、資訊公開 （一）公司是否架設網站，揭露財務業務及公司治理資訊？ |
✓ | (一)本公司已架設企業網站，揭露財務、業務、研發及公司治理等相關資訊、制度及執行情形。 | (一)符合 | |
| （二）公司是否採行其他資訊揭露之方式（如架設英文網站、指定專人負責公司資訊之蒐集及揭露、落實發言人制度、法人說明會過程放置公司網站等）？ | ✓ | (二)本公司企業網站具備中英文版本並以中文版本為主，由相關單位負責資訊之蒐集及揭露。其中亦設有發言人及代理發言人，落實發言人制度。 | (二)符合 | |
| （三）公司是否於會計年度終了後兩個月內公告並申報年度財務報告，及於規定期限前提早公告並申報第一、二、三季財務報告與各月份營運情形？ | ✓ | (三)本公司於110年11月30日成為興櫃公司，依據會計師查核報告結果於會計年度終了後四個月公告並申報相關事項。因尚未成為上市櫃公司且實收資本額為六億元整，故無需公告申報第一、三季財務報告；另第二季財務報告及各月份營運情形已依規定公告申報。 | (三)同摘要說明 | |
| 八、公司是否有其他有助於瞭解公司治理運作情形之重要資訊(包括但不限於員工權益、僱員關懷、投資者關係、供應商關係、利害關係人之權利、董事及監察人進修之情形、風險管理政策及風險衡量標準之執行情形、客戶政策之執行情形、公司為董事及監察人購買責任保險之情形等)？ | ✓ | 1.員工權益：本公司秉持誠信經營方針，關注員工福利，依據勞基法保障員工合法權益。除提供勞保、健保外並提供團保以提升員工權益等。 2.僱員關懷：本公司透過各項福利制度，提供員工教育訓練、提撥退休金、安排員工健康檢查，與員工建立互信互賴的良好關係。本公司依法每月依員工工資提繳6%之退休金，並儲存於勞保局設立之勞工退休金個人專戶，退休金申請程序、條件及規定辦法係完全依據「勞工退休金條例」訂定於公司工作規章，若有違反或未依規定致員工受損害者，員工得依此辦法向公司請求損害賠償。 3.投資者關係：本公司設有發言人及代理發言人，負責公司對外關係之溝通；亦依據法令規定於公開資訊觀測站及公司官網投資人專區揭露公司資訊。 4.供應商關係：本公司長期以來致力與供應商維持良好關係，並以共同成長及善盡企業社會責任為共同目標。 5.利害關係人之權利：本公司已設立利害關係人專區，並於官網設立電子信箱及電話，提供利害關係人申訴及溝通，並回應利害關係人所關切之重要企業社會責任等相關議題。 6.董事進修之情形：本公司財務單位如知悉有相關之重大法令修訂，本公司會即時通報各董事，並參考相關辦法適用於本公司；並將董事進修情形揭露於公開資訊觀測站。且本公司不定期為董事安排適當之進修課程，以達法令規定每年最低應進修之時數。 7.風險管理政策及風險衡量標準之執行情形：依法訂定各種內部管理規章、內部控制制度，進行各種風險管理及評估，由內部稽核單位依風險評估結果制定年度稽核計劃，並定期及不定期查核內部控制制度之落實程度。 8.客戶政策之執行情形：本公司與客戶均維持良好關係，並依據各內部管理辦法以提供客戶服務，於公司網站設置客戶服務信箱及聯絡管道，並將「客戶滿意」列為品質政策之重要內容。 9.公司為董事購買責任保險之情形：已依實際需求購買董事責任險，以降低並分散重大損害之風險。 10.慈善關懷： (1)協助「財團法人臺北市傳德慈善基金會」舉辦公益募款。 (2)採購「財團法人臺北市傳德慈善基金會」中秋慈善禮盒。 將慈善理念推展予員工及供應商、合作夥伴等利害關係人。 |
符合 | |
| 九、請就臺灣證券交易所股份有限公司公司治理中心最近年度發布之公司治理評鑑結果說明已改善情形，及就尚未改善者提出優先加強事項與措施：為興櫃公司故不適用。 | ||||
FY2022 (111)
| 評估項目 | 是 | 否 | 運作情形摘要說明 | 與 上 市 上 櫃 公 司治理實務守則差異情形及原因 |
|---|---|---|---|---|
| 一、公司是否依據「上市上櫃公司治理實務守則」訂定並揭露公司治理實務守則？ | ✓ | 本公司為建立良好之公司治理制度、健全監督功能及強化管理機能，依據「上市上櫃公司治理實務守則」，已訂定「公司治理守則」並揭露於資訊觀測站及企業網站。 | 符合 | |
| 二、公司股權結構及股東權益 （一）公司是否訂定內部作業程序處理股東建議、疑義、糾紛及訴訟事宜，並依程序實施？ |
✓ | (一)本公司已設有股務單位、發言人及電子郵件信箱，處理股東建議或糾紛等問題 https://www.jet-opto.com.tw/tc/shareholder-service.html 企業網站提供申訴、檢舉與提議功能 https://www.jet-opto.com.tw/tc/appeal.html |
(一)符合 | |
| （二）公司是否掌握實際控制公司之主要股東及主要股東之最終控制者名單？ | ✓ | (二)本公司已設有股務單位並透過股務代理機構，能隨時掌握實際控制公司之主要股東及主要股東之最終控制者名單 | (二)符合 | |
| （三）公司是否建立、執行與關係企業間之風險控管及防火牆機制？ | ✓ | (三)本公司關係企業的資產財務及會計皆獨立運作，並設有稽核單位獨立查核；另本公司根據如「背書保證作業程序」、「資金貸與他人作業程序」、「關係人交易之管理程序」及「取得或處分資產處理程序」等內部相關辦法建立適當風險控管機制及防火牆。 | (三)符合 | |
| (四)公司是否訂定內部規範，禁止公司內部人利用市場上未公開資訊買賣有價證券？ | ✓ | (四)本公司已訂定「道德行為準則」、「誠信經營守則」及「內部人內部重大資訊處理暨防範內線交易管理程序」等以利內部人遵循並公佈於企業網站，及定期向內部人進行教育宣導。 | (四)符合 | |
| 三、董事會之組成及職責 (一)董事會是否就成員組成擬訂多元化方針及落實執行？ |
✓ | (一) 本公司訂定之多元化政策及多元化政策之具體管理目標與達成情形如下：
1.多元化政策：依據本公司「董事選任程序」選任董事會成員其整體應具備之能力如下：
(1)營運判斷能力、(2)會計及財務分析能力、(3)經營管理能力、(4)危機處理能力、(5)產業知識、(6)國際市場觀、(7)領導能力、(8)決策能力。 2.多元化政策之具體管理目標與達成情形： (1)個別董事落實董事會成員多元化政策：達成。 (2)兼任公司經理人之董事不逾董事席次三分之一：達成。 (3)董事間不超過二人具有配偶或二親等以內之親屬關係：達成。 |
(一)符合 | |
| (二)公司除依法設置薪資報酬委員會及審計委員會外，是否自願設置其他各類功能性委員會？ | ✓ | (二)本公司目前已設置薪資報酬委員會及審計委員會，其他各類功能性委員會，將視營運及法令需求設置之。 | (二)同摘要說明 | |
| (三)公司是否訂定董事會績效評估辦法及其評估方式，每年並定期進行績效評估？ | ✓ | (三)為落實公司治理並提升董事會的功能，清晰定義績效目標，以提升運作效率，本公司已訂定「董事會績效評估程序」，每年評估一次，依據各項面向與指標進行評估，由董事會議事事務單位收集董事會各指標活動之實際執行情形及績效評估後作為日後改善之依據及董事提名續任之參考。 | (三)符合 | |
| （四）公司是否定期評估簽證會計師獨立性？ | ✓ | (四)本公司定期每年評估聘任會計師之獨立性及適任性，評估之指標及標準包含；委任簽證會計師出具超然獨立之聲明書，及會計師無受有處分或有損及獨立性之情事等，並將評估結果提報審計委員會及董事會討論。已於110 年12 月30 日經審計委員會及董事會通過會計師之獨立性及適任性評估。 | (四)符合 | |
| 四、上市上櫃公司是否配置適任及適當人數之公司治理人員，並指定公司治理主管，負責公司治理相關事務(包括但不限於提供董事、監察人執行業務所需資料、協助董事、監察人遵循法令、依法辦理董事會及股東會之會議相關事宜、製作董事會及股東會議事錄等)？ | ✓ | 本公司於110 年11 月30 日成為興櫃公司，雖尚未指派公司治理主管，但設有數名兼職人員負責公司治理相關事務，主要職責如下： (一)依法辦理董事會及股東會之會議相關事宜。 (二)製作董事會及股東會議事錄。 (三)協助董事就任及持續進修。 (四)提供董事執行業務所需之資料。 (五)協助董事遵循法令。 (六)其他依公司章程或契約所訂定之事項等。 |
同摘要說明 | |
| 五、公司是否建立與利害關係人(包括但不限於股東、員工、客戶及供應商等)溝通管道，及於公司網站設置利害關係人專區，並妥適回應利害關係人所關切之重要企業社會責任議題？ | ✓ | 本公司尚未設立專區，但已於官網設立電子信箱及電話，提供利害關係人申訴及溝通，並回應利害關係人所關切之重要企業社會責任等相關議題。 | 同摘要說明 | |
| 六、公司是否委任專業股務代辦機構辦理股東會事務？ | ✓ | 本公司遵循法令規定、保障股東權益委任專業股務代辦機構台新證券股務代理部辦理股東會事務。 | 符合 | |
| 七、資訊公開 （一）公司是否架設網站，揭露財務業務及公司治理資訊？ |
✓ | (一)本公司已架設企業網站，揭露財務、業務、研發及公司治理等相關資訊、制度及執行情形。 | (一)符合 | |
| （二）公司是否採行其他資訊揭露之方式（如架設英文網站、指定專人負責公司資訊之蒐集及揭露、落實發言人制度、法人說明會過程放置公司網站等）？ | ✓ | (二)本公司企業網站具備中英文版本並以中文版本為主，由相關單位負責資訊之蒐集及揭露。其中亦設有發言人及代理發言人，落實發言人制度。 | (二)符合 | |
| （三）公司是否於會計年度終了後兩個月內公告並申報年度財務報告，及於規定期限前提早公告並申報第一、二、三季財務報告與各月份營運情形？ | ✓ | (三)本公司110年11月30日成為興櫃公司，依據會計師查核報告結果於會計年度終了後四個月公告並申報相關事項。因尚未成為上市櫃公司且實收資本額為四億，故無需公告申報第一、三季財務報告；另第二季財務報告及各月份營運情形已依規定公告申報。 | (三)同摘要說明 | |
| 八、公司是否有其他有助於瞭解公司治理運作情形之重要資訊（包括但不限於員工權益、僱員關懷、投資者關係、供應商關係、利害關係人之權利、董事及監察人進修之情形、風險管理政策及風險衡量標準之執行情形、客戶政策之執行情形、公司為董事及監察人購買責任保險之情形等）？ | ✓ | 1. 員工權益：本公司秉持誠信經營方針，關注員工福利，依據勞基法保障員工合法權益。除提供勞保、健保外並提供團保以提升員工權益等。 2. 僱員關懷：本公司透過各項福利制度，提供員工教育訓練、提撥退休金、安排員工健康檢查，與員工建立互信互賴的良好關係。本公司依法每月依員工工資提繳6%之退休金，並儲存於勞保局設立之勞工退休金個人專戶，退休金申請程序、條件及規定辦法係完全依據「勞工退休金條例」訂定於公司工作規章，若有違反或未依規定致員工受損害者，員工得依此辦法向公司請求損害賠償。 3. 投資者關係：本公司設有發言人及代理發言人，負責公司對外關係之溝通；亦依據法令規定於公開資訊觀測站及公司官網投資人專區揭露公司資訊。 4. 供應商關係：本公司長期以來致力與供應商維持良好關係，並以共同成長及善盡企業社會責任為共同目標。 5. 利害關係人之權利：本公司尚未設立專區，但已於官網設立電子信箱及電話，提供利害關係人申訴及溝通，並回應利害關係人所關切之重要企業社會責任等相關議題。 6. 董事進修之情形：本公司財務單位如知悉有相關之重大法令修訂，本公司會即時通報各董事，並參考相關辦法適用於本公司；並將董事進修情形揭露於公開資訊觀測站。且本公司不定期為董事安排適當之進修課程，以達法令規定每年最低應進修之時數。 7. 風險管理政策及風險衡量標準之執行情形：依法訂定各種內部規章、內部控制制度，進行各種風險管理及評估，由內部稽核單位依風險評估結果制定年度稽核計劃，並定期及不定期查核內部控制制度之落實程度。 8. 客戶政策之執行情形：本公司與客戶均維持良好關係，並依據各內部管理辦法以提供客戶服務，於公司網站設置客戶服務信箱及聯絡管道，並將「客戶滿意」列為品質政策之重要內容。 9. 公司為董事購買責任保險之情形：已依實際需求購買董事責任險，以降低並分散重大損害之風險。 10.慈善關懷：協助弱勢團體-「傳德慈善基金會」舉辦愛心認購及捐贈，推展予員工及供應商、合作夥伴等利害關係人。 |
符合 |
03Implementation of integrity management and deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, with reasons: (FY2022 (111) and FY2023 (112) content maintained in Chinese as officially filed)
FY2025 (114)
| Evaluation Item | Yes | No | Summary of Implementation Status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and Reasons |
|---|---|---|---|---|
| 1. Establishment of Ethical Management Policies and Programs (1) Has the Company adopted an ethical management policy approved by the Board of Directors, and clearly stated in its regulations and external documents its ethical management policies and practices, together with the Board of Directors' and senior management's commitment to actively implementing such policies? |
✓ | (1) To build a culture of ethical management and ensure the Company's sound and sustainable development, the Company has, in accordance with applicable laws and regulations, established its "Ethical Corporate Management Code," "Procedures for Ethical Management and Guidelines for Conduct" and "Code of Ethical Conduct." The formulation and amendment of these documents are approved by resolution of the Board of Directors, reported to the shareholders' meeting, and disclosed on the Company's website, requiring directors, managers, employees, mandataries or persons with substantive control of the Company, its subsidiaries and affiliated enterprises to strictly comply. | (1) Compliant | |
| (2) Has the Company established a mechanism for assessing the risk of unethical conduct, regularly analyzing and assessing business activities within its scope of operations that carry a higher risk of unethical conduct, and formulated a program to prevent unethical conduct accordingly, covering at least the preventive measures for the conduct listed in each subparagraph of Article 7, Paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? | ✓ | (2) With respect to business activities carrying a higher risk of unethical conduct, the Company has established and implemented the following preventive measures: 1. Personnel shall not offer or accept bribes in the course of performing their duties, and shall not use their position to demand entertainment, gifts, commissions, rewards or other improper benefits from suppliers, etc.; personnel are required to commit to performing their duties with integrity by signing an "Integrity and Anti-Corruption Commitment Statement." 2. Where courtesy gifts or hospitality must be accepted, the value shall not exceed NT$3,000 or the equivalent, or NT$6,000 or the equivalent for souvenirs bearing the logo of the gifting company; any gifts received in excess of the prescribed limits shall be turned over to the Employee Welfare Committee for centralized handling within 7 days. 3. Political contributions, charitable donations or sponsorships shall be handled in accordance with the "Authorization Management Procedures" and applicable laws of the place of operation. 4. Personnel shall, in the course of performing their duties, comply with intellectual property laws and regulations, the Company's internal operating procedures and contractual provisions, and shall not infringe upon intellectual property rights. 5. A stakeholder section has been established on the Company's website to prevent damage to stakeholders' interests. 6. The Company's ethical management policy is disclosed in its internal regulations, annual report, website or prospectus, and is announced as appropriate at external events such as institutional investor conferences. 7. Before establishing a business relationship with another party, the Company first evaluates the legality and ethical management policy of the agent, supplier, customer or other business counterparty, and whether it has any record of involvement in unethical conduct. 8. Internal and external personnel are encouraged to report unethical or improper conduct; the Company has established and announced a whistleblowing/complaint mailbox and hotline on its website for use by internal and external personnel. 9. The dedicated unit regularly conducts training and promotional activities to convey the importance of integrity to Company personnel and stakeholders. 10. Ethical management is incorporated into employee performance evaluations and human resources policies; Company personnel who seriously violate ethical conduct requirements shall be dismissed in accordance with applicable laws or the Company's work rules. |
(2) Compliant | |
| (3) Has the Company set out, within its program to prevent unethical conduct, operating procedures, guidelines for conduct, disciplinary measures for violations and a grievance system, and has it implemented and periodically reviewed and revised the aforementioned program? | ✓ | (3) The Company's "Ethical Corporate Management Code," "Code of Ethical Conduct" and employee "Work Rules" expressly prohibit unethical conduct such as bribery, fraud for gain, offering or accepting improper benefits, infringement of trade secrets, trademarks, patents, copyrights and other intellectual property rights, insider trading, and damage to stakeholders' interests, and set out a disciplinary and grievance system for violations of ethical management requirements. Where a violation of ethical management requirements is confirmed, disciplinary action is taken based on the severity of the case, and the relevant details and handling results are disclosed on the internal website. | (3) Compliant | |
| 2. Implementation of Ethical Management (1) Does the Company assess the integrity records of its business counterparties and expressly include ethical conduct clauses in the contracts it signs with such counterparties? |
✓ | (1) The Company has expressly included provisions regarding ethical conduct in its external commercial contracts; for example, in major procurement contracts with suppliers, both parties are required to sign integrity clauses, and the Company has established a "Supplier Integrity and Anti-Corruption Declaration" to clearly express the Company's position. | (1) Compliant | |
| (2) Has the Company established a dedicated unit under the Board of Directors to promote corporate ethical management, and does it report to the Board of Directors on a regular basis (at least once a year) regarding its ethical management policy, program to prevent unethical conduct, and the status of monitoring implementation? | ✓ | (2) The Project Execution Team under the Company's Sustainable Development Committee serves as the Company's part-time dedicated unit for promoting ethical management, responsible for formulating and monitoring the implementation and review of the ethical management policy and prevention program, and reports to the Board of Directors on its implementation status in the first quarter of the following year on a regular basis. No violation of ethics or integrity by Company personnel was found during FY2025 (114). | (2) Compliant | |
| (3) Has the Company formulated a policy to prevent conflicts of interest, provided appropriate channels for reporting such conflicts, and implemented them accordingly? | ✓ | (3) The Company has, in accordance with applicable laws and regulations, established rules of procedure for Board meetings to address conflicts of interest involving directors. Where a director or the juristic person he/she represents has an interest in a matter under discussion at a Board meeting that may be detrimental to the interests of the Company, the director concerned shall state the material aspects of such interest at the meeting, and shall not participate in the discussion or voting on such matter, shall recuse himself/herself during the discussion and voting, and may not exercise voting rights on behalf of any other director. | (3) Compliant | |
| (4) Has the Company, in order to implement ethical management, established an effective accounting system and internal control system, and does its internal audit unit formulate relevant audit plans based on the results of its assessment of the risk of unethical conduct, and conduct audits of compliance with the program to prevent unethical conduct accordingly, or engage a CPA to conduct such audits? | ✓ | (4) To reasonably ensure the achievement of goals such as the effectiveness and efficiency of operations, and the reliability, timeliness, transparency and regulatory compliance of financial reporting, the Company has established an effective accounting system and internal control system as reference standards for its operations, with a self-monitoring mechanism built into the system; once a deficiency is identified, the relevant department takes corrective action. The Internal Audit Office includes the aforementioned matters in its audits and reports the status of deficiency improvement to the Board of Directors on a regular basis, to ensure that the Company's day-to-day operations comply with the principles of ethical management. |
(4) Compliant | |
| (5) Does the Company regularly conduct internal and external training on ethical management? | ✓ | (5) The Company regularly conducts internal training on ethical management. In FY2025 (114), the Company held internal training courses and tests relating to ethical management, covering topics such as "integrity, ethics, corporate sustainability and social responsibility, corporate governance, internal control, internal audit, and prevention of insider trading." | (5) Compliant | |
| 3. Operation of the Company's Whistleblowing System (1) Has the Company established a specific whistleblowing and reward system, established convenient whistleblowing channels, and assigned appropriate dedicated personnel to handle reports against the reported party? |
✓ | (1) Any Company personnel who discovers a violation of ethical management requirements must immediately report it to the head of Internal Audit. The Company incorporates ethical management into employee performance evaluations and human resources policies; Company personnel who seriously violate ethical conduct requirements are disciplined in accordance with applicable laws or the Company's work rules. The Company has established and announced a whistleblowing mailbox and hotline on its website for use by internal and external personnel. |
(1) Compliant | |
| (2) Has the Company established standard operating procedures for investigating reported matters, follow-up actions to be taken after the investigation is completed, and related confidentiality mechanisms? | ✓ | (2), (3) When Company personnel discover a violation of the Ethical Corporate Management Code, they must proactively report it to the head of Internal Audit. The Company keeps the identity of the whistleblower and the content of the report strictly confidential, handles the matter in accordance with the standard investigation procedures under the "Procedures for Ethical Management and Guidelines for Conduct," and undertakes to protect whistleblowers from improper treatment as a result of making a report. | (2), (3) Compliant | |
| (3) Has the Company adopted measures to protect whistleblowers from improper treatment as a result of making a report? | ✓ | |||
| 4. Enhancement of Information Disclosure Does the Company disclose its Ethical Corporate Management Code and the results of its implementation on its website and the Market Observation Post System? |
✓ | The Company discloses its "Ethical Corporate Management Code" and "Procedures for Ethical Management and Guidelines for Conduct," among others, on the Market Observation Post System and the "Corporate Governance" page of its website. The Company has designated dedicated personnel responsible for the collection of company information. | Compliant | |
| 5. Where the Company has established its own ethical management code based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations between its implementation and the prescribed code: The Company periodically reviews and maintains its ethical management code and related management measures on an ad hoc basis, to ensure that its practices are sufficient to cover the scope regulated by the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and do not violate the spirit of the code. |
||||
| 6. Other important information that would help in understanding the Company's implementation of ethical management (such as any review or amendment of its ethical management code): The Company has established ongoing promotional activities relating to ethical management, working together to safeguard corporate reputation and pursue sustainable operations. |
||||
Note 1: Regardless of whether "Yes" or "No" is selected for the implementation status, an explanation must be provided in the Summary of Implementation Status column.
FY2024 (113)
| Evaluation Item | Yes | No | Summary of Implementation Status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and Reasons |
|---|---|---|---|---|
| 1. Establishment of Ethical Management Policies and Programs (1) Has the Company adopted an ethical management policy approved by the Board of Directors, and clearly stated in its regulations and external documents its ethical management policies and practices, together with the Board of Directors' and senior management's commitment to actively implementing such policies? |
✓ | (1) To build a culture of ethical management and ensure the Company's sound and sustainable development, the Company has, in accordance with applicable laws and regulations, established its "Ethical Corporate Management Code," "Procedures for Ethical Management and Guidelines for Conduct" and "Code of Ethical Conduct." The formulation and amendment of these documents are approved by resolution of the Board of Directors, reported to the shareholders' meeting, and disclosed on the Company's website, requiring directors, managers, employees, mandataries or persons with substantive control of the Company, its subsidiaries and affiliated enterprises to strictly comply. | (1) Compliant | |
| (2) Has the Company established a mechanism for assessing the risk of unethical conduct, regularly analyzing and assessing business activities within its scope of operations that carry a higher risk of unethical conduct, and formulated a program to prevent unethical conduct accordingly, covering at least the preventive measures for the conduct listed in each subparagraph of Article 7, Paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? | ✓ | (2) With respect to business activities carrying a higher risk of unethical conduct, the Company has established and implemented the following preventive measures: 1. Personnel shall not offer or accept bribes in the course of performing their duties, and shall not use their position to demand entertainment, gifts, commissions, rewards or other improper benefits from suppliers, etc.; personnel are required to commit to performing their duties with integrity by signing an "Integrity and Anti-Corruption Commitment Statement." 2. Where courtesy gifts or hospitality must be accepted, the value shall not exceed NT$3,000 or the equivalent, or NT$6,000 or the equivalent for souvenirs bearing the logo of the gifting company; any gifts received in excess of the prescribed limits shall be turned over to the Employee Welfare Committee for centralized handling within 7 days. 3. Political contributions, charitable donations or sponsorships shall be handled in accordance with the "Authorization Management Procedures" and applicable laws of the place of operation. 4. Personnel shall, in the course of performing their duties, comply with intellectual property laws and regulations, the Company's internal operating procedures and contractual provisions, and shall not infringe upon intellectual property rights. 5. A stakeholder section has been established on the Company's website to prevent damage to stakeholders' interests. 6. The Company's ethical management policy is disclosed in its internal regulations, annual report, website or prospectus, and is announced as appropriate at external events such as institutional investor conferences. 7. Before establishing a business relationship with another party, the Company first evaluates the legality and ethical management policy of the agent, supplier, customer or other business counterparty, and whether it has any record of involvement in unethical conduct. 8. Internal and external personnel are encouraged to report unethical or improper conduct; the Company has established and announced a whistleblowing/complaint mailbox and hotline on its website for use by internal and external personnel. 9. The dedicated unit regularly conducts training and promotional activities to convey the importance of integrity to Company personnel and stakeholders. 10. Ethical management is incorporated into employee performance evaluations and human resources policies; Company personnel who seriously violate ethical conduct requirements shall be dismissed in accordance with applicable laws or the Company's work rules. |
(2) Compliant | |
| (3) Has the Company set out, within its program to prevent unethical conduct, operating procedures, guidelines for conduct, disciplinary measures for violations and a grievance system, and has it implemented and periodically reviewed and revised the aforementioned program? | ✓ | (3) The Company's "Ethical Corporate Management Code," "Code of Ethical Conduct" and employee "Work Rules" expressly prohibit unethical conduct such as bribery, fraud for gain, offering or accepting improper benefits, infringement of trade secrets, trademarks, patents, copyrights and other intellectual property rights, insider trading, and damage to stakeholders' interests, and set out a disciplinary and grievance system for violations of ethical management requirements. Where a violation of ethical management requirements is confirmed, disciplinary action is taken based on the severity of the case, and the relevant details and handling results are disclosed on the internal website. | (3) Compliant | |
| 2. Implementation of Ethical Management (1) Does the Company assess the integrity records of its business counterparties and expressly include ethical conduct clauses in the contracts it signs with such counterparties? |
✓ | (1) The Company has expressly included provisions regarding ethical conduct in its external commercial contracts; for example, in major procurement contracts with suppliers, both parties are required to sign integrity clauses, expressly stating the Company's position. | (1) Compliant | |
| (2) Has the Company established a dedicated unit under the Board of Directors to promote corporate ethical management, and does it report to the Board of Directors on a regular basis (at least once a year) regarding its ethical management policy, program to prevent unethical conduct, and the status of monitoring implementation? | ✓ | (2) The Project Execution Team under the Company's Sustainable Development Committee serves as the Company's part-time dedicated unit for promoting ethical management, responsible for formulating and monitoring the implementation and review of the ethical management policy and prevention program, and reports to the Board of Directors on its implementation status in the first quarter of the following year on a regular basis. No violation of ethics or integrity by Company personnel was found during FY2024 (113). | (2) Compliant | |
| (3) Has the Company formulated a policy to prevent conflicts of interest, provided appropriate channels for reporting such conflicts, and implemented them accordingly? | ✓ | (3) The Company has, in accordance with applicable laws and regulations, established rules of procedure for Board meetings to address conflicts of interest involving directors. Where a director or the juristic person he/she represents has an interest in a matter under discussion at a Board meeting that may be detrimental to the interests of the Company, the director concerned shall state the material aspects of such interest at the meeting, and shall not participate in the discussion or voting on such matter, shall recuse himself/herself during the discussion and voting, and may not exercise voting rights on behalf of any other director. | (3) Compliant | |
| (4) Has the Company, in order to implement ethical management, established an effective accounting system and internal control system, and does its internal audit unit formulate relevant audit plans based on the results of its assessment of the risk of unethical conduct, and conduct audits of compliance with the program to prevent unethical conduct accordingly, or engage a CPA to conduct such audits? | ✓ | (4) To reasonably ensure the achievement of goals such as the effectiveness and efficiency of operations, and the reliability, timeliness, transparency and regulatory compliance of financial reporting, the Company has established an effective accounting system and internal control system as reference standards for its operations, with a self-monitoring mechanism built into the system; once a deficiency is identified, the relevant department takes corrective action. The Internal Audit Office includes the aforementioned matters in its audits and reports the status of deficiency improvement to the Board of Directors on a regular basis, to ensure that the Company's day-to-day operations comply with the principles of ethical management. |
(4) Compliant | |
| (5) Does the Company regularly conduct internal and external training on ethical management? | ✓ | (5) The Company regularly conducts internal training on ethical management. In FY2024 (113), the Company held internal training courses and tests relating to ethical management, covering topics such as "integrity, ethics, corporate sustainability and social responsibility, corporate governance, internal control, internal audit, and prevention of insider trading." | (5) Compliant | |
| 3. Operation of the Company's Whistleblowing System (1) Has the Company established a specific whistleblowing and reward system, established convenient whistleblowing channels, and assigned appropriate dedicated personnel to handle reports against the reported party? |
✓ | (1) Any Company personnel who discovers a violation of ethical management requirements must immediately report it to the head of Internal Audit. The Company incorporates ethical management into employee performance evaluations and human resources policies; Company personnel who seriously violate ethical conduct requirements are disciplined in accordance with applicable laws or the Company's work rules. The Company has established and announced a whistleblowing mailbox and hotline on its website for use by internal and external personnel. |
(1) Compliant | |
| (2) Has the Company established standard operating procedures for investigating reported matters, follow-up actions to be taken after the investigation is completed, and related confidentiality mechanisms? | ✓ | (2), (3) When Company personnel discover a violation of the Ethical Corporate Management Code, they must proactively report it to the head of Internal Audit. The Company keeps the identity of the whistleblower and the content of the report strictly confidential, handles the matter in accordance with the standard investigation procedures under the "Procedures for Ethical Management and Guidelines for Conduct," and undertakes to protect whistleblowers from improper treatment as a result of making a report. | (2), (3) Compliant | |
| (3) Has the Company adopted measures to protect whistleblowers from improper treatment as a result of making a report? | ✓ | |||
| 4. Enhancement of Information Disclosure Does the Company disclose its Ethical Corporate Management Code and the results of its implementation on its website and the Market Observation Post System? |
✓ | The Company discloses its "Ethical Corporate Management Code" and "Procedures for Ethical Management and Guidelines for Conduct," among others, on the Market Observation Post System and the "Corporate Governance" page of its website. The Company has designated dedicated personnel responsible for the collection of company information. | Compliant | |
| 5. Where the Company has established its own ethical management code based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations between its implementation and the prescribed code: The Company periodically reviews and maintains its ethical management code and related management measures on an ad hoc basis, to ensure that its practices are sufficient to cover the scope regulated by the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and do not violate the spirit of the code. |
||||
| 6. Other important information that would help in understanding the Company's implementation of ethical management (such as any review or amendment of its ethical management code): The Company has established ongoing promotional activities relating to ethical management, working together to safeguard corporate reputation and pursue sustainable operations. |
||||
Note 1: Regardless of whether "Yes" or "No" is selected for the implementation status, an explanation must be provided in the Summary of Implementation Status column.
FY2023 (112)
| 評估項目 | 是 | 否 | 運作情形摘要說明 | 與 上 市 上 櫃 公 司誠信經營守則差異情形及原因 |
|---|---|---|---|---|
| 一、訂定誠信經營政策及方案 （一）公司是否制定經董事會通過之誠信經營政策，並於規章及對外文件中明示誠信經營之政策、作法，以及董事會與高階管理階層積極落實經營政策之承諾？ |
✓ | (一)本公司為建立誠信經營之企業文化及使企業健全永續發展，依法令訂定「誠信經營守則」、「誠信經營作業程序及行為指南」及「道德行為準則」其制定及修定皆經董事會決議通過後，提交股東會報告，並於本公司網站揭露，明定本公司、子公司及關係企業之董事、經理人、受僱人、受任人或具有實質控制能力者應確實遵循。 | (一)符合 | |
| （二）公司是否建立不誠信行為風險之評估機制，定期分析及評估營業範圍內具較高不誠信行為風險之營業活動，並據以訂定防範不誠信行為方案，且至少涵蓋「上市上櫃公司誠信經營守則」第七條第二項各款行為之防範措施？ | ✓ | (二) 本公司針對具較高不誠信行為風險之營業活動，建立及推行防範措施如下：
1.人員於執行業務時不得行賄及收賄；不得藉職務上之關係要求廠商招待、饋贈、或接受佣金、酬金及其他不正當利益…等，並要求人員承諾以誠信廉潔執行職務，簽署「誠信廉潔承諾書」。 2.對提供政治獻金、慈善捐贈或贊助，依「核決權限管理程序」及符合營運所在地法令之規定辦理。 3.人員於執行業務時，需遵守智慧財產相關法規、公司內部作業程序及契約規定，不得有侵害智慧財產權之行為。 4.於公司網站設置利害關係人專區，以防止損害利害關係人之權益。 5.於內部規章、年報、公司網站或公開說明書揭露誠信經營政策，並適時於法人說明會等對外活動上宣示。 6.與他人建立商業關係前，先行評估代理商、供應商、客戶或其他商業往來對象之合法性、誠信經營政策，以及是否曾涉有不誠信行為之紀錄。 7.鼓勵內部及外部人員檢舉不誠信行為或不當行為，於公司網站建立並公告檢舉/申訴信箱、專線，供本公司內部及外部人員使用。 8.專責單位定期舉辦訓練及宣導，向本公司人員及利害關係人傳達誠信之重要性。 9.將誠信經營與員工績效考核及人力資源政策結合，對於本公司人員違反誠信行為情節重大者，依相關法令或依公司工作規章予以免職。 |
(二)符合 | |
| （三）公司是否於防範不誠信行為方案內明定作業程序、行為指南、違規之懲戒及申訴制度，且落實執行，並定期檢討修正前揭方案？ | ✓ | (三)本公司於「誠信經營守則」、「道德行為準則」及員工「工作規章」等明定禁止行賄、收賄、舞弊圖利、提供或接受不正當利益、侵害營業秘密、商標權、專利權、著作權及其他智慧財產權、內線交易、損害利害關係人之權益等不誠信行為，並明訂違反誠信經營規定之懲戒與申訴制度，若確有違反誠信經營規定者，視情節輕重提報懲處，並於內部網頁揭露相關內容及處理結果。 | (三)符合 | |
| 二、落實誠信經營 （一）公司是否評估往來對象之誠信紀錄，並於其與往來交易對象簽訂之契約中明定誠信行為條款？ |
✓ | (一)本公司於對外各項商業契約中，已明訂關於誠信行為之規範條款，例如，對供應商契約中，明訂雙方簽署「誠信特約條款」，明確表達本公司立場。 | (一)符合 | |
| （二）公司是否設置隸屬董事會之推動企業誠信經營專責單位，並定期(至少一年一次)向董事會報告其誠信經營政策與防範不誠信行為方案及監督執行情形？ | ✓ | (二)本公司永續發展委員會下設專案執行小組為本公司推動誠信經營之兼職專責單位，負責誠信經營政策與防範方案之制定、監督執行與查核，並定期於次年度第1季董事會報告其執行情形。FY2023 (112)並未發現本公司人員有違反道德、誠信之行為。 | (二)符合 | |
| （三）公司是否制定防止利益衝突政策、提供適當陳述管道，並落實執行？ | ✓ | (三)本公司已依法令制訂董事會議事規範，處理董事之利益衝突事項。董事對於會議事項，與其自身或其代表之法人有利害關係者，應於當次董事會說明其利害關係之重要內容，如有害於公司利益之虞時，不得加入討論及表決，且討論及表決時應予迴避，並不得代理其他董事行使其表決權。 | (三)符合 | |
| （四）公司是否為落實誠信經營已建立有效的會計制度、內部控制制度，並由內部稽核單位依不誠信行為風險之評估結果，擬訂相關稽核計畫，並據以查核防範不誠信行為方案之遵循情形，或委託會計師執行查核？ | ✓ | (四)本公司為合理確保營運之效果及效率、財務報導之可靠、及時、透明及相關法令規章遵循等目標之達成，建立有效的會計制度、內部控制制度為事務運作參考準則，制度並設計自我監督之機制，缺失一經辨認，相關部門即採取更正行動。 稽核室將前述事項納入查核，並定期向董事會報告缺失改善情形，以確保公司日常運作符合誠信經營原則。 |
(四)符合 | |
| （五）公司是否定期舉辦誠信經營之內、外部之教育訓練？ | ✓ | (五)本公司已定期舉辦誠信經營之內部教育訓練。FY2023 (112)內部舉辦誠信經營相關之教育訓練及測驗，課程主題包括「誠信、道德、企業永續及社會責任、公司治理、內部控制、內部稽核及防範內線交易」等，計123人次，合計246小時。 | (五)符合 | |
| 三、公司檢舉制度之運作情形 (一)公司是否訂定具體檢舉及獎勵制度，並建立便利檢舉管道，及針對被檢舉對象指派適當之受理專責人員？ |
✓ | (一)本公司人員若發現有違反誠信經營之情事，需立即向內部稽核主管進行檢舉。本公司將誠信經營與員工績效考核及人力資源政策結合，對於本公司人員違反誠信行為情節重大者，依相關法令或依公司工作規章予以懲處。本公司於公司網站建立並公告檢舉信箱、專線，供本公司內部及外部人員使用。 | (一)符合 | |
| （二）公司是否訂定受理檢舉事項之調查標準作業程序、調查完成後應採取之後續措施及相關保密機制？ | ✓ | (二)、(三)本公司人員發現有違反誠信經營守則之情事時，需主動向內部稽核主管舉報，本公司對於檢舉人及檢舉內容確實保密，並依「誠信經營作業程序及行為指南」之調查標準程序處理，同時承諾保護檢舉人不因檢舉情事而遭不當處置。 | (二)符合 | |
| （三）公司是否採取保護檢舉人不因檢舉而遭受不當處置之措施？ | ✓ | (三)符合 | ||
| 四、加強資訊揭露 公司是否於其網站及公開資訊觀測站，揭露其所定誠信經營守則內容及推動成效？ |
✓ | 本公司於公開資訊觀測站及網站之「公司治理」網頁中，揭露「誠信經營守則」及「誠信經營作業程序及行為指南」等。本公司指定專人負責公司資訊之蒐集。 | 符合 | |
| 五、公司如依據「上市上櫃公司誠信經營守則」定有本身之誠信經營守則者，請敘明其運作與所定守則之差異情形： 本公司現階段針對誠信經營守則之規範與管理措施配套會進行定期審視與維護，確保相關做法足以涵蓋「上市上櫃公司誠信經營守則」所規範的範圍，並不違反該守則之精神。 |
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| 六、其他有助於瞭解公司誠信經營運作情形之重要資訊：（如公司檢討修正其訂定之誠信經營守則等情形） 本公司已建立關於誠信經營之常態宣導，共同維護企業商譽，追求永續經營。 |
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FY2022 (111)
| 評估項目 | 是 | 否 | 運作情形摘要說明 | 與 上 市 上 櫃 公 司誠信經營守則差異情形及原因 |
|---|---|---|---|---|
| 一、訂定誠信經營政策及方案 （一）公司是否制定經董事會通過之誠信經營政策，並於規章及對外文件中明示誠信經營之政策、作法，以及董事會與高階管理階層積極落實經營政策之承諾？ |
✓ | (一)本公司為建立誠信經營之企業文化及使企業健全永續發展，依法令訂定「誠信經營守則」、「誠信經營作業程序及行為指南」，「道德行為準則」其制定及修定皆經董事會決議通過後，提交股東會報告，並於本公司網站揭露，明定本公司、子公司及關係企業之董事、經理人、受僱人、受任人或具有實質控制能力者應確實遵循。 | (一)符合 | |
| （二）公司是否建立不誠信行為風險之評估機制，定期分析及評估營業範圍內具較高不誠信行為風險之營業活動，並據以訂定防範不誠信行為方案，且至少涵蓋「上市上櫃公司誠信經營守則」第七條第二項各款行為之防範措施？ | ✓ | (二) 本公司針對具較高不誠信行為風險之營業活動，建立及推行防範措施如下：
1.人員於執行業務時不得行賄及收賄；不得藉職務上之關係要求廠商招待、饋贈、或接受佣金、酬金及其他不正當利益…等，並要求人員承諾以誠信廉潔執行職務，簽署「誠信廉潔承諾書」。 2.對提供政治獻金、慈善捐贈或贊助，依「核決權限管理程序」及符合營運所在地法令之規定辦理。 3.人員於執行業務時，需遵守智慧財產相關法規、公司內部作業程序及契約規定，不得有侵害智慧財產權之行為。 4.於公司網站設置利害關係人專區，以防止損害利害關係人之權益。 5.於內部規章、年報、公司網站或公開說明書揭露誠信經營政策，並適時於法人說明會等對外活動上宣示。 6.與他人建立商業關係前，先行評估代理商、供應商、客戶或其他商業往來對象之合法性、誠信經營政策，以及是否曾涉有不誠信行為之紀錄。 7.鼓勵內部及外部人員檢舉不誠信行為或不當行為，於公司網站建立並公告檢舉/申訴信箱、專線，供本公司內部及外部人員使用。 8.專責單位定期舉辦訓練及宣導，向本公司人員及利害關係人傳達誠信之重要性。 9.將誠信經營與員工績效考核及人力資源政策結合，對於本公司人員違反誠信行為情節重大者，依相關法令或依公司工作規章予以免職。 |
(二)符合 | |
| （三）公司是否於防範不誠信行為方案內明定作業程序、行為指南、違規之懲戒及申訴制度，且落實執行，並定期檢討修正前揭方案？ | ✓ | (三)本公司於「誠信經營守則」、「道德行為準則」及員工「工作規章」等明定禁止行賄、收賄、舞弊圖利、提供或接受不正當利益、侵害營業秘密、商標權、專利權、著作權及其他智慧財產權、內線交易、損害利害關係人之權益等不誠信行為，並明訂違反誠信經營規定之懲戒與申訴制度，若確有違反誠信經營規定者，視情節輕重提報懲處，並於內部網頁揭露相關內容及處理結果。 | (三)符合 | |
| 二、落實誠信經營 （一）公司是否評估往來對象之誠信紀錄，並於其與往來交易對象簽訂之契約中明定誠信行為條款？ |
✓ | (一)本公司於對外各項商業契約中，已明訂關於誠信行為之規範條款，例如，對供應商契約中，明訂雙方簽署「誠信特約條款」，明確表達本公司立場。 | (一)符合 | |
| （二）公司是否設置隸屬董事會之推動企業誠信經營專責單位，並定期(至少一年一次)向董事會報告其誠信經營政策與防範不誠信行為方案及監督執行情形？ | ✓ | (二)本公司設置隸屬董事會之推動企業誠信經營專責單位，由董事長室負責誠信經營政策與防範方案之制定及監督執行，稽核室負責受理違反法令規章或誠信經營守則之行為申訴檢舉及調查，稽核室向董事會報告其誠信經營政策與防範不誠信行為方案及監督執行情形。 | (二)符合 | |
| （三）公司是否制定防止利益衝突政策、提供適當陳述管道，並落實執行？ | ✓ | (三)本公司已依法令制訂董事會議事規範，處理董事之利益衝突事項。董事對於會議事項，與其自身或其代表之法人有利害關係者，應於當次董事會說明其利害關係之重要內容，如有害於公司利益之虞時，不得加入討論及表決，且討論及表決時應予迴避，並不得代理其他董事行使其表決權。 | (三)符合 | |
| （四）公司是否為落實誠信經營已建立有效的會計制度、內部控制制度，並由內部稽核單位依不誠信行為風險之評估結果，擬訂相關稽核計畫，並據以查核防範不誠信行為方案之遵循情形，或委託會計師執行查核？ | ✓ | (四)本公司為合理確保營運之效果及效率、財務報導之可靠、及時、透明及相關法令規章遵循等目標之達成，建立有效的會計制度、內部控制制度為事務運作參考準則，制度並設計自我監督之機制，缺失一經辨認，相關部門即採取更正行動。 稽核室將前述事項納入查核，並定期向董事會報告缺失改善情形，以確保公司日常運作符合誠信經營原則。 |
(四)符合 | |
| （五）公司是否定期舉辦誠信經營之內、外部之教育訓練？ | ✓ | (五)本公司已定期舉辦誠信經營之內部教育訓練。110年度內部舉辦誠信經營相關之教育訓練及測驗，課程主題包括「誠信、道德、企業永續及社會責任、公司治理、內部控制、內部稽核及防範內線交易」等，計38人次，合計57小時。 | (五)符合 | |
| 三、公司檢舉制度之運作情形 (一)公司是否訂定具體檢舉及獎勵制度，並建立便利檢舉管道，及針對被檢舉對象指派適當之受理專責人員？ |
✓ | (一)本公司人員若發現有違反誠信經營之情事，需立即向內部稽核主管進行檢舉。本公司將誠信經營與員工績效考核及人力資源政策結合，對於本公司人員違反誠信行為情節重大者，依相關法令或依公司工作規章予以懲處。本公司於公司網站建立並公告檢舉信箱、專線，供本公司內部及外部人員使用。 | (一)符合 | |
| （二）公司是否訂定受理檢舉事項之調查標準作業程序、調查完成後應採取之後續措施及相關保密機制？ | ✓ | (二)、(三)本公司人員發現有違反誠信經營守則之情事時，需主動向內部稽核主管舉報，本公司對於檢舉人及檢舉內容確實保密，並依「誠信經營作業程序及行為指南」之調查標準程序處理，同時承諾保護檢舉人不因檢舉情事而遭不當處置。 | (二)符合 | |
| （三）公司是否採取保護檢舉人不因檢舉而遭受不當處置之措施？ | ✓ | (三)符合 | ||
| 四、加強資訊揭露 公司是否於其網站及公開資訊觀測站，揭露其所定誠信經營守則內容及推動成效？ |
✓ | 本公司於公開資訊觀測站及網站之「公司治理」網頁中，揭露「誠信經營守則」及「誠信經營作業程序及行為指南」等。本公司指定專人負責公司資訊之蒐集。 | 符合 | |
| 五、公司如依據「上市上櫃公司誠信經營守則」定有本身之誠信經營守則者，請敘明其運作與所定守則之差異情形： 本公司現階段針對誠信經營守則之規範與管理措施配套會進行定期審視與維護，確保相關做法足以涵蓋「上市上櫃公司誠信經營守則」所規範的範圍，並不違反該守則之精神。 |
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| 六、其他有助於瞭解公司誠信經營運作情形之重要資訊：（如公司檢討修正其訂定之誠信經營守則等情形） 本公司已建立關於誠信經營之常態宣導，共同維護企業商譽，追求永續經營。 |
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