Promoting Ethical Corporate Management

1.Unit Responsible for Ethical Corporate Management

To implement sound ethical corporate management (ECM), our HR Department has been given the responsibility of establishing and supervising our ECM policies and prevention programs, and reports to the Board of Directors on a yearly basis.

2. Main Responsibilities

The primary responsibilities of our ECM unit are to:

  • Assist other departments in integrating ethical and moral values into the company’s business strategy and formulating ECM-related prevention measures and a system of checks and balances in line with existing laws and regulations.
  • Plan ECM-related prevention programs that include relevant standard operating procedures and behavior guidelines.
  • Supervise and assist in optimizing the internal organization, structure and management of each department, and set up a system of mutual checks and balances to target activities with higher ECM risk factors inside the parameters of the company’s operations.
  • Promote and coordinate ECM policies and training.
  • Establish a reporting system and monitor the effectiveness of its implementation.
  • Coordinate with the Board of Directors in supervising senior management’s review and assessment of whether the implemented ECM-related prevention measures are operating effectively, and periodically produce evaluation reports on the progress and compliance of relevant business processes.

3. Access to Ethical Corporate Management Grievance System:

  • Complaints
  • Complaints Line:+886-2-2396-8020 ext.1395
  • Complaints Fax:+886-2-2322-7809
  • Complaints Letter : Please send it to Human Resources Dept., YFY Inc.

4. Promote effectiveness

4.1. Regularly hold seminars related to ethical corporate management:
The Legal Department and external lecturers jointly conduct seminars on topics such as "Prohibition of receiving improper benefits", "Recusal due to conflict of interest" and "Prohibition of insider trading" every year, which are mandatory for all employees. New employees are required to complete the digital course " Procedures for Ethical Management and Guidelines for Conduct " during the probationary assessment period. Through the seminars, we promote correct concepts, actively implement the value of honesty and integrity, strengthen corporate governance and risk control, and deeply plant the corporate culture of integrity in the hearts of our employees. In 2023, 329 people attended the seminars “Procedures for Ethical Management and Guidelines for Conduct” and ”2023 Ethical Management” related to the theme of “Prevention of Conveyance of Unjust Interests ” and “Prevention of Insider Trading”, of which a total of 293.5 hours of classes were held. No dishonest business practices occurred within the company in 2023.

4.2. Formulation of "Procedures for Prevention of Insider Trading"
The Company's Board of Directors' Meeting has resolved to establish a policy that requires employees to sign a "Letter of Commitment to Prevent Insider Trading" or a "Non-Disclosure Agreement" when participating in a project that involves confidential information that may significantly affect the stock price. When the Board of Directors' meeting is held, the Legal Department also reminds the directors and managers present of the prohibition of insider trading under Article 157-1 of the Securities and Exchange Act in the event of major issues or proposals that may affect the Company's stock price. The aforementioned 4.1 seminars are specifically designed to convey the theme of “Insider Trading Prevention Procedures,” reminding employees not to trade the company's shares based on material nonpublic information that could impact the company's stock price.

5. Insider Trading Prevention

Our Board of Directors has passed a resolution on “Procedures for the Prevention of Insider Trading”, which requires any staff participating in projects involving confidential information that may have a major impact on share prices to sign an "Prevention of Insider Trading Letter of Undertaking" and "Non-disclosure Agreement".

If a meeting of the Board of Directors involves major issues or motions that may have an impact on the company’s share price, our legal department will remind the directors and managers present of the regulations prohibiting insider trading under Article 157-1 of the Securities and Exchange Act.

Our legal department regularly presents the letter on "Common Violations in Insider Share Transfers" from Taiwan Stock Exchange Corporation to the company's board of directors quarterly.