Ethical Corporate Management / Ethical Corporate Management Principles
Spirox engages in business activities based on the principles of fairness, honesty, trustworthiness, and transparency. To implement ethical corporate management and prevent dishonest behavior, Spirox follows the “Corporate Governance Best Practices” and “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies" where the "Spirox (and its affiliated enterprises) Procedures for Ethical Management and Principles" are stipulated by the relevant laws and regulations of the places where Spirox, Spirox Group, and organizations operate. This document provides specific guidelines on matters that company personnel should be mindful of when carrying out their duties. Spirox designates the Operations Division as the responsible department, which is primarily responsible for the following matters and should report to the Board of Directors on a regular basis (at least once a year).
1. Assist in integrating integrity and ethical values into the Spirox’s business strategy and collaborate with legal systems to establish measures that ensure ethical corporate management.
2. Regularly analyze and assess the risk of dishonest behavior within business operations and use this analysis to develop plans for preventing dishonest behavior. Within each plan, develop related standard operating procedures and Principles for conducting business.
3. Plan the internal organization, structure, and responsibilities, and establish mechanisms of mutual supervision and checks for business activities within a higher risk of dishonest behavior.
4. Promotion and coordination of ethical corporate management principles.
5. Plan a whistleblowing mechanism to ensure its effectiveness.
6. Assist the Board of Directors and management in auditing and evaluating the effectiveness of the preventive measures established for implementing ethical corporate management Principles and regularly generate reports from assessing the compliance with relevant business processes.
7. Create and properly maintain documentation of ethical corporate management and its compliance statements, implementation commitments, and execution status.
Implementation Status
| 2024 Implementation Status |
- Report to the Board of Directors: Report the latest Principles and implementation status to the Board of Directors on Jan 24th in 2024.
- Propaganda:
- The importance of ethical corporate management, including significant transactions, was conveyed in approximately 53 sessions during regular meetings (including executive meetings and monthly meetings), with a total participation of 603 individuals in 2024.
- Conducting awareness on the relevant regulations regarding internal personnel stock ownership declarations, with a total of 6 sessions and 95 participants.
- Raising awareness that directors are prohibited from trading Spirox stocks during the closed periods before financial report announcements (30 days before annual financial report announcements and 15 days before quarterly financial report announcements) with 4 times promotional sessions and reaching a total of 35 participants.
- Promoting Spirox's integrity business policy, including the prohibition of insider trading, during the orientation for new employees with 14 times promotional sessions and reaching a total of 23 participants.
- Participating once in the Securities and Futures Institute's "Anti-Insider Trading Promotion Seminar for the Year 2024."
- Whistleblowing: No relevant whistleblowing incident was received in 2024.
- Commitment: Requesting Directors and top management to provide statements confirming their adherence to the Ethical Corporate Management Principles and making it a condition of employment for employees to comply with Spirox Ethical Corporate Management Best Practice Principle.
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| 2023 Implementation Status |
- Report to the Board of Directors: Report the latest Principles and implementation status to the Board of Directors on Jan 11th and March 23rd in 2023.
- Compliance: On January 11, 2023, the Board of Directors made resolutions to amend the following regulations:
- In alignment with official documents of TWSE, amendments were made to the "Corporate Governance Best Practices" and "Procedures for Ethical Management and Principles for Conduct."
- In alignment with official documents of TWSE, amendments were made to the "Ethical Corporate Management Principles."
- Considering practical operational needs, the "Procedures for Ethical Management and Principles for Conduct" were revised for both Spirox and its affiliated enterprises.
- The importance of ethical corporate management, including significant transactions, was conveyed in approximately 49 sessions during regular meetings (including executive meetings and monthly meetings), with a total participation of 592 individuals in 2023.
- Conducting awareness on the relevant regulations regarding internal personnel stock ownership declarations, with a total of 5 sessions and 73 participants.
- Raising awareness that directors are prohibited from trading Spirox stocks during the closed periods before financial report announcements (30 days before annual financial report announcements and 15 days before quarterly financial report announcements) with 3 times promotional sessions and reaching a total of 21 participants.
- Conducting awareness that internal personnel are prohibited from selling company stocks during the period of the share buyback (treasury stock) of Spirox with 2 times the promotional sessions and reaching a total of 33 participants.
- Promoting Spirox's integrity business policy, including the prohibition of insider trading, during the orientation for new employees with 15 times promotional sessions and reaching a total of 19 participants.
- Participating once in the Securities and Futures Institute's "Anti-Insider Trading Promotion Seminar for the Year 2023."
- Whistleblowing: No relevant whistleblowing incident was received in 2023.
- Commitment: Requesting Directors and top management to provide statements confirming their adherence to the Ethical Corporate Management Principles and making it a condition of employment for employees to comply with Spirox Ethical Corporate Management Best Practice Principle.
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| 2022 Implementation Status |
- Compliance: On May 11th 2022, the Board of Directors decided to amend the “Corporate Governance Best Practices.” The amendment includes a provision stating that directors involved in corporate governance evaluation criteria may not trade their stocks during the closed period 30 days before the annual financial report announcement and 15 days before the quarterly financial report announcement.
- Organization: Re-organization effective on January 1st 2023.
- Propaganda:
- Disseminate the importance of Ethical Corporate Management in regular management meetings and monthly meetings, which is approximately 24 meetings, involving a total of 470 individuals in 2022.
- Planned to disseminate Spirox Ethical Corporate Management Best Practice Principle in new employee orientation from 2023.
- Whistleblowing: No relevant whistleblowing incident was received in 2022.
- Commitment: Requesting Directors and top management to provide statements confirming their adherence to the Ethical Corporate Management Principles and making it a condition of employment for employees to comply with Spirox Ethical Corporate Management Best Practice Principle.
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