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Index Governance Functional Committees Ethical Corporate Management Commitee Operations of the Ethical Corporate Management Committee

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. Supervise 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. 2021 Work Plans and Results
    1. Conducted the 2020 evaluation of the performance of the Ethical Corporate Management Committee
      According to Subparagraph 2, Paragraph 1, Article 6 of the "Regulations Governing the Evaluation of the Performance of the Board of Directors," the self-evaluation results of each committee member are compiled and submitted for reference for review and improvement by the Ethical Corporate Management Committee. The summary of the self-evaluation results of the 2020 Ethical Corporate Management Committee Performance Evaluation is as follows:
      (1) Evaluated Dimensions
      1. Degree of participation in the operations of SinoPac Holdings;
      2. recognition of duties as Ethical Corporate Management Committee members;
      3. improvement in the quality of decision-making;
      4. composition and election of the Ethical Corporate Management Committee members;
      5. ternal control.
      (2) The self-evaluation result of the 2020 Ethical Corporate Management Committee Performance Evaluation was "excellent," with an average weighted score of 99.88. It represented that all committee members gave the efficiency and effect of the Committee positive reviews. The overall operational status is good.
    2. Deliberated the results of the unethical behavior prevention plan compliance review of the Company and its subsidiaries.
      (1) According to Article 21 of the "Guidelines for Ethical Corporate Management," the audit units of the Company and its subsidiaries shall review compliance with unethical behavior prevention solutions. If the review results show any deficiencies, continuous tracking shall be implemented and the tracking and improvements shall be reported to the Ethical Corporate Management Committee, and reported to the Board of Directors.
      (2) According to the matters for improvement in the general business examination report submitted to the Company by the examination bureau, the Company shall ask the audit unit to investigate the validity of the matters listed in the report and the audit results shall be reported to the Ethical Corporate Management Committee.
    3. Reviewing preventive and supervisory measures for ethical corporate management
      The Company shall amend the "Whistleblowing Policy" according to the matters for improvement in the general business examination report sent to the Company by the FSC Examination Bureau and the FSC letter 0906022281, dated September 17, 2020.
    4. 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.
    5. Supervision of the ethical corporate management policy advocacy and training
      (1) Continue to conduct the signing of the statement of compliance with the ethical management policy by all employees of the Company and its subsidiaries
      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 "Procedures for Ethical Management and Guidelines for Conduct" of ethical management policy. The implementation results of the Company in 2021 are as follows:
      • The human resources departments at SinoPac Holdings and its subsidiaries have included the ethical management compliance statement as one of the documents to be signed during onboarding and requires new recruits (including managers) to sign the statement in writing.
      • In December 2021, all employees (including dispatched employees and new employees hired in 2021) of the Company and its subsidiaries (Bank SinoPac, Bank SinoPac (China), SinoPac Insurance Brokers Ltd., SinoPac Leasing, SinoPac International Leasing Corp., SinoPac Leasing (Tianjin), SinoPac Capital International(HK), SinoPac Venture Capital, SinoPac Securities, SinoPac Futures, SinoPac Securities Investments, SinoPac Securities Venture Capital, SinoPac Securities (Asia), SinoPac Financial Services, SinoPac SITC, etc.) completed the annual signing of the statement of compliance with the ethical management policy, "Procedures for Ethical Management and Guidelines for Conduct." There were 11,341 signatories in 2021, with a signing rate of 100%.
      (2) Supervising the implementation of the whistle-blowing system and ethical corporate management advocacy and training
      Advocacy and training activities organized in 2021 are as follows:
      • In February 2021, the "Guidelines for Ethical Corporate Management" and "Procedures for Ethical Management and Guidelines for Conduct" were provided to the directors and supervisors of SinoPac Holdings and its subsidiaries for reference and compliance.
      • The annual external online training (Taiwan Academy of Banking and Finance) for legal and compliance personnel of the Company and its subsidiaries was conducted in June 2021. The course included case studies for fraud (such as financial consumer protection, wealth management business, anti-bribery and anti-corruption, anti-money laundering and anti-terrorism financing, material enforcements for violations by the FSC, etc.), control guidelines for the prevention of bank clerks appropriating customer funds in banks, financial consumer protection laws, principles of fair treatment for customers, reporting measures, the latest amendments to finance related laws and regulations, and important practical matters. The course totaled 15 hours and the participants received their qualifications after completing the course and passing the test.
      • Apart from the inclusion of ethical management related policies and regulations in orientation training by the human resources units of the Company and its subsidiaries, in 2021, all employees (including dispatched employees) of the Company and its subsidiaries (Bank SinoPac, Bank SinoPac (China), SinoPac Insurance Brokers Ltd., SinoPac Leasing, SinoPac International Leasing Corp., SinoPac Leasing (Tianjin), SinoPac Capital International (HK), SinoPac Venture Capital, SinoPac Securities, SinoPac Futures, SinoPac Securities Investments, SinoPac Securities Venture Capital, SinoPac Securities (Asia), SinoPac Financial Services, SinoPac SITC, etc.) completed online training and education related to the "Guidelines for Ethical Corporate Management," "Procedures for Ethical Management and Guidelines for Conduct," and "Whistle-blowing System." The training lasted 1 hour and a total of 11,341 employees participated in 2021, with a participation rate of 100%.
         
  4. Qualifications and expertise of the 2nd Ethical Corporate Management Committee
    Title Name Qualifications Professional Skills
    Convener Chi SCHIVE Independent Director, SinoPac Holdings and SinoPac Securities Banking, commerce, finance and risk management
    Member James J. SHEU Independent Director, SinoPac Holdings Banking, commerce, accounting, finance and risk management
    Member Wei-ta PAN Independent Director, SinoPac Holdings Banking, commerce, law, and risk management
    Member Yu-fen LIN Independent Director, Bank SinoPac Banking, commerce, law and risk management
    Member Chao-hsiang CHU Independent Director, Bank SinoPac Banking, commerce and risk management
    Member Chih-cheng SU Independent Director, Bank SinoPac Banking, commerce, accounting and risk management
    Member Zi-wen HE Independent Director, SinoPac Securities Banking, commerce, accounting, finance and risk management
    Member Ling-lan LIN Independent Director, SinoPac Securities Law and risk management

     
  5. Operations of the Ethical Corporate Management Committee
    1. The Ethical Corporate Management Committee convened 2 meetings in 2021. The attendance of the committee members is as follows:
      Title Name Expected Attendance in Person Attendance in Person Absent or Attendance by Proxy Note
      Convener Chi SCHIVE 2 2 -  
      Member James J. SHEU 2 2 -  
      Member Wei-ta PAN 2 2 -  
      Member Yu-fen LIN 2 2 -  
      Member Chao-hsiang CHU 2 2 -  
      Member Chih-cheng SU 2 1 1  
      Member Zi-wen HE 1 1 - The term of office of independent director Tsung-hsun LU of SinoPac Securities expired on June 30, 2021, without renewal. The director was simultaneously dismissed from the Ethical Corporate
      Member Ling-lan LIN 1 1 -
    2. Resolutions of the Ethical Corporate Management Committee in 2021
      Date of Ethical Corporate Management Committee meeting Meeting Term Agenda Resolution of the Ethical Corporate Management
      2021/3/2 1st meeting of the 2nd Ethical Corporate Management Committee in 2021 Report on the minutes of the 1st meeting of the 2nd 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 2020/9/25.
      Reporting of the 2020 Ethical Corporate Management Committee performance evaluation results. Acknowledged.
      Regular report on the handling of reported whistleblowing cases at SinoPac Holdings and its subsidiaries. Acknowledged.
      2021/8/24 2nd meeting of the 2nd Ethical Corporate Management Committee in 2021. Change of members in the 2nd Ethical Corporate Management Committee at SinoPac Holdings. Acknowledged.
      Report on the minutes of the 1st meeting of the 2nd Ethical Corporate Management Committee at SinoPac Holdings in 2021 and the status of implementation. The meeting minutes were reported to the Board of Directors for future reference on 2021/3/19.
      Regular report on the handling of reported whistleblowing cases at SinoPac Holdings and its subsidiaries. Acknowledged.
      Periodically report the results of the unethical behavior prevention plan compliance review of the Company and its subsidiaries. Acknowledged.
      Amendments to the Company's "Whistleblowing Policy." The "Whistleblowing Policy" were amended according to the committee opinions and approved, then subsequently submitted to the Board of Directors for approval.
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