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Operation of the Board of Directors
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Integrity Management Based on the |
In order to build a corporate culture of integrity management as well as to perfect its development to further realize the concept of sustainable management, FocalTech advocates and promotes behavioral integrity, and treats any kind of conduct that may constitute a violation of honesty, integrity and professional ethics in a strict manner by adhering to principles of justice and noncondonation. In addition, the Company regularly conducts education and training on integrity management. For new employees, internal and external laws and regulations related to professional ethics and integrity principles are incorporated in their pre-employment training course so as to reinforce the education and training in ethical management. Apart from that, the Company has also established the Code of Ethics for Honest Management and Practice in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, which requires employees to act in compliance with ethical standards based on the corporate philosophy of integrity, transparency and accountability. FocalTech strictly requires managers and employees at all levels to refrain from offering, promising, requesting or accepting any improper benefits, directly or indirectly, or committing any other dishonest behaviors that violate integrity, laws or breach of fiduciary duties in the course of conducting business.
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Regular Audits of Ethical Standards |
The company has established a "Code of Conduct for Honest Business Practices" and a corporate ethics governance audit plan, implementing training and having its implementation regularly monitored by the Board of Directors and the Audit Committee. The audit unit has established an ethical standards audit mechanism, conducting at least one inspection and audit annually on anti-corruption, conflict of interest, and business ethics implementation, and reporting the results to the Board of Directors. If deficiencies are found, in addition to strengthening internal whistleblowing and disciplinary systems, the relevant units must submit improvement plans, which the audit unit will track and implement.
Business Ethics Audit Performance Indicators (KPIs)
- Complete 100% of our global operations locations' internal business ethics audits annually.
- Audit coverage includes employee compliance with the Code of Conduct, implementation of the anti-corruption policy, and supplier code of conduct.
- For deficiencies identified during audits, relevant units are required to submit improvement plans within 30 days, which are tracked by the audit unit until full implementation.
- Audit results and improvements are regularly reported to the Board of Directors and senior management to ensure continuous improvement in corporate governance and ethical standards.
Corporate Ethics and Governance
The company provides annual corporate ethics training courses and strengthens its internal whistleblowing and disciplinary systems.
Audit Frequency: In addition to developing a corporate ethics audit plan and conducting audits regularly (at least annually), the company incorporates corporate ethics and governance training into its annual governance operations report and submits it to the board for oversight.
Training Coverage: 100% of all employees and board members complete the annual corporate ethics and anti-corruption training.
Whistleblowing Mechanism: The company has established an external whistleblower mailbox and an internal chairman's mailbox to ensure that all whistleblower reports received through internal and external whistleblowing mechanisms receive an initial response and resolution within 24 hours.
RBA and Ethics Training: We provide mandatory annual training courses. All employees and board members must complete the RBA Code of Conduct and Anti-Corruption Policy courses.
Whistleblowing Mechanism: To comply with the RBA's "identity protection and non-retaliation" policy, we have established an anonymous external whistleblower mailbox. We guarantee that all whistleblower complaints will receive an initial response and have a resolution process initiated within 24 hours.
Board Oversight: Audit findings, including RBA compliance status and progress of improvements, will be reported to the board quarterly to ensure the continued improvement of our ESG performance.
In order to implement the company’s core values, FocalTech requires its employees to strictly comply with its professional ethics and standards in the course of their daily business and work to avoid violating domestic and international laws and regulations that may prejudice the rights and interests of customers, suppliers and other stakeholders. The management team of FocalTech continues to closely monitor the formulation and development of any laws and regulations that may affect the Company and further establish relevant regulations and procedures, while planning education and training programs to strengthen employees’ awareness of current laws and regulations.
- In 2024, FocalTech in accordance with the law and was not subject to any monetary penalties or other non-monetary penalties regarding the social, economic, or environmental aspects. The Company has always remained politically neutral and has never been involved in political contributions.
Maintaining the fairness of securities market transactions
In order to maintain the fairness of securities trading, the Company has established the "Internal Material Information Disclosure and Prevention of Insider Trading Management Operation Procedures" in accordance with the relevant regulations of the competent authorities, and disclosed the internal regulations prohibiting insider trading by insiders. This includes (but is not limited to) that directors are not allowed to trade their stocks during the closed period of thirty days before the announcement of the annual financial report and fifteen days before the announcement of each quarterly financial report.
On November 11, 2022, the Board of Directors also approved the addition of a trading lock-up period for directors, employees and insiders, and in accordance with the regulations, directors will be notified of the trading lock-up period and prohibition of insider trading on dates such as January 22, April 23, July 19, and October 25, 2024, 30 days or 15 days before the announcement of the financial report.
Tax Governance and Control
The company's CFO is the ultimate tax manager of the group. He is in charge of the tax policies of various regions. The accounting supervisors in each region regularly report to ensure that they comply with the tax laws and regulations of each region and meet tax conventions. In addition, through the professional services provided by external tax consulting agencies, we formulate response measures for tax law changes. The accounting unit is responsible for daily tax administration and execution. The accounting supervisor regularly supervises and manages the execution results of the accounting unit and fulfills the company's tax obligations. In addition, colleagues in the accounting unit also continue to participate in relevant tax courses to strengthen their professional knowledge.
Corporate Ethics and Governance
The company provides annual corporate ethics training courses and strengthens internal whistleblowing and disciplinary systems.
Audit Frequency: In addition to developing a corporate ethics audit plan and conducting regular reviews (at least annually), the company incorporates corporate ethics and governance training into its annual governance operations report and submits it to the board of directors for oversight.
Training Coverage: 100% of all employees and board members complete annual corporate ethics and anti-corruption training.
Whistleblowing Mechanism: An external whistleblower mailbox and an internal chairman's mailbox are established to ensure that all whistleblower reports received through internal and external whistleblowing mechanisms receive an initial response and resolution within 24 hours.
