Operations of the Ethical Corporate Management Committee

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  1. Responsibility and Qualifications of Members
    The Ethical Corporate Management Committee consists of Independent Directors with three (3) to nine (9) members, of which the Independent Directors of SinoPac Holdings are ex officio members, and the remaining members include Independent Directors of Bank SinoPac and SinoPac Securities. At present, the Ethical Corporate Management Committee consists of eight (8) Independent Directors of SinoPac Holdings, Bank SinoPac, and SinoPac Securities. The Ethical Corporate Management Committee shall convene at least once every six months. It is responsible to review the ethical corporate management policies and prevention programs and supervise the performance of the managerial departments. The Ethical Corporate Management Committee is mainly engaged in the following tasks and reports its compliance and resolutions to the Board of Directors on a regular basis.
    (1) Assist in incorporating good faith and ethical values into the business strategy to review related precautionary measures for ethical corporate management and supervise the check-and-balance mechanisms in line with the laws and regulations.
    (2) Supervising the management in regularly analyzing and assessing the risks of unethical conduct in the business scope, deliberating on plans to prevent unethical conduct according thereto, and reviewing standard operating procedures and code of conduct for each plan.
    (3) Supervise the managerial departments to plan internal organization, structure, and job functions; set up mutual supervision and check-and-balance mechanisms for business activities with high risk of unethical conduct within the scope of business.
    (4) Supervise the promotion and communication of awareness training with respect to ethics policies.
    (5) Establish a whistle-blowing system and supervise the effectiveness of its implementation.
    (6) Assist the Board of Directors to supervise the managerial departments in reviewing and assessing whether the preventive measures taken for the purpose of implementing ethical corporate management are carried out effectively and prepare regular assessment reports on the compliance of related operating procedures with ethical corporate management.
    (7) Supervising the management in preparing and maintaining the ethical corporate management policy and other related documentations, such as statement of compliance, fulfillment of commitment, status of implementation, etc.
     
  2. Term of Office
    Members of the Ethical Corporate Management Committee shall have the same term as that of the Board of Directors of SinoPac Holdings. If the Independent Directors of SinoPac Holdings or subsidiaries have their term of office expire without renewal, resign, or be dismissed, their qualifications for the members of the Ethical Corporate Management Committee will automatically become void.
     
  3. 2020 Work Plans and Results
    (1) Reviewing preventive and supervisory measures for ethical corporate management
    SinoPac Holdings amended its "Guidelines for Ethical Corporate Management" and "Procedures for Ethical Management and Guidelines for Conduct" in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and "Sample Template for XXX Co., Ltd. Procedures for Ethical Management and Guidelines for Conduct," which were amended in May 2019 and February 2020, respectively.
    (2) Supervising the effectiveness of the whistle-blowing system Reviewing the "regular reports on the handling of whistle-blowing cases": The regular reports on the handling of whistle-blowing cases received by SinoPac Holdings and its subsidiaries over the past six months were submitted to the Ethical Corporate Management Committee.
    (3) Supervising the implementation of the ethical corporate management policy advocacy and training
    • Signing the statement of compliance with the ethical management policy According to Paragraph 1, Article 8 of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" that "TWSE/TPEx listed companies shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy," SinoPac Holdings and its subsidiaries rolled out the signing of statement of compliance with the ethical management policy. In December 2019, all the directors of SinoPac Holdings signed the statement of compliance with the ethical management policy. The results of this rollout in 2020 are listed as follows:
      (A) In January 2020, SinoPac Holdings finished the online signature of the compliance statements for the Ethical Corporate Management Policy(“Procedures for Ethical Management and Guidelines for Conduct”) by all employees of the Group and subsidiaries with a 100% signing rate( total of 9,050 employees were signed). Besides, human resources departments at SinoPac Holdings and its subsidiaries have included the statement as one of the documents to be signed during onboarding and required new recruits (including managers) to sign the statement in writing.
      (B) In March 2020, all the directors and supervisors of SinoPac Holdings' subsidiaries have signed the statement of compliance with the ethical management policy.
    • Supervising the implementation of the whistle-blowing system and ethical corporate management advocacy and training
      Advocacy and training activities organized in 2020 are as follows:
      (A) In February 2020, the "Guidelines for Ethical Corporate Management" were provided to the directors and supervisors of SinoPac Holdings and its subsidiaries for reference and compliance.
      (B) In July 2020, on-the-job training for chief compliance officers at SinoPac Holdings and its subsidiaries was organized, where the training course included the key points of ethical management and whistle-blowing methods. Participating supervisors and coworkers were required to publicize the takeaways at their respective units and conduct relevant assessments.
      (C) From November to December 2020, online training on the "Guidelines for Ethical Corporate Management" and "Procedures for Ethical Management and Guidelines for Conduct" was organized for all employees of SinoPac Holdings and its subsidiaries. The course time is 0.5 hours and there were 9,354 participants. With a view to learning about employees' understanding or opinions on ethical management and the whistle-blowing system, employee were required to fill out a questionnaire after training was completed, so as to serve as a reference for fine-tuning the relevant system.
    (4) Formulating the procedures for evaluating the performance of the Ethical Corporate Management Committee and related evaluation indicators
    In order to enhance the level of corporate governance at SinoPac Holdings, the procedures for evaluating the performance of the Ethical Corporate Management Committee and related evaluation indicators were formulated, where the "Regulations Governing the Evaluation of the Performance of the Board of Directors" of SinoPac Holdings were applicable to the relevant performance evaluation process, so that stakeholders can fully understand the effectiveness of the operation of this committee. In December 2020, the annual self-evaluation of the performance of the Ethical Corporate Management Committee was conducted for the first time, and the evaluation results were reported to the Board of Directors.
     
  4. Members and Qualifications of the Ethical Corporate Management Committee
    Title Name Qualifications
    Convener Chi SCHIVE Independent Director, SinoPac Holdings and SinoPac Securities
    Member James J. SHEU Independent Director, SinoPac Holdings
    Member Wei-ta PAN Independent Director, SinoPac Holdings
    Member Yu-fen LIN Independent Director, Bank SinoPac
    Member Chao-hsiang CHU Independent Director, Bank SinoPac
    Member Chih-cheng SU Independent Director, Bank SinoPac
    Member Zi-wen HE Independent Director, SinoPac Securities
    Member Tsung-hsun LU Independent Director, SinoPac Securities

     
  5. Operations of the Ethical Corporate Management Committee
    (1) In 2020 the Ethical Corporate Management Committee held 2 meetings. The attendance of the members is as follows:
    Title Name Number of Actual Attendance (B) Number of Attendance by Proxy Number of Expected Attendance (A) Actual Attendance Rate (%) (B/A) Note
    Convener Chi SCHIVE 2 - 2 100%  
    Member James J. SHEU 2 - 2 100%  
    Member Wei-ta PAN 1 - 1 100% Elected independent director of SinoPac Holdings on 2020/5/13.
    Member Yu-fen LIN 2 - 2 100%  
    Member Chao-hsiang CHU 2 - 2 100%  
    Member Chih-cheng SU 2 - 2 100%  
    Member Zi-wen HE 2 - 2 100%  
    Member Tsung-hsun LU 2 - 2 100%  
    (2) Resolution of the Ethical Corporate Management Committee
    Date Term Agenda Resolution of the Ethical Corporate Management
    2020/2/21 1st meeting of the 1st Ethical Corporate Management Committee in 2020 Report on the minutes of the 2nd meeting of the 1st Ethical Corporate Management Committee at SinoPac Holdings in 2019 and the status of implementation The meeting minutes were reported to the Board of Directors for future reference on 2019/9/20.
    Change of members in the 1st Ethical Corporate Management Committee at SinoPac Holdings Acknowledged.
    Work results of the 1st Ethical Corporate Management Committee at SinoPac Holdings in 2019 Acknowledged.
    Regular report on the handling of reported whistle-blowing cases at SinoPac Holdings and its subsidiaries Acknowledged.
    2020/8/27 1st meeting of the 2nd Ethical Corporate Management Committee in 2020 Report on the minutes of the 1st meeting of the 1st Ethical Corporate Management Committee at SinoPac Holdings in 2020 and the status of implementation The meeting minutes were reported to the Board of Directors for future reference on 2020/2/21.
    Regular report on the handling of reported whistle-blowing cases at SinoPac Holdings and its subsidiaries Acknowledged.
    Formulation of the procedures for evaluating the performance of the Ethical Corporate Management Committee at SinoPac Holdings and related evaluation indicators Adopted as proposed by the attending committee members unanimously and subsequently submitted to the Remuneration Committee for review and the Board of Directors for approval.
    Amendments to the "Guidelines for Ethical Corporate Management" and "Procedures for Ethical Management and Guidelines for Conduct" of SinoPac Holdings Modifications made to the "Guidelines for Ethical Corporate Management" and "Procedures for Ethical Management and Guidelines for Conduct" based on the opinions of the committee members were adopted and subsequently submitted to the Board of Directors for approval.