Ethical Corporate Management Committee Operations

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  1. Responsibilities of the Committee and Member Qualifications
    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. The Committee comprises nine Independent Directors from SinoPac Holdings, Bank SinoPac, and SinoPac Securities. The Committee will meet at least once every six months and is responsible for reviewing and supervising the implementation of the ethical corporate management policy and prevention programs by the managerial departments. The Committee primarily deals with the following matters and reports its compliance and decisions to the Board of Directors after each meeting.
    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. Supervise the management in regularly analyzing and assessing the risks of unethical conduct in the business scope, deliberate on plans to prevent unethical conduct according thereto, and review 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 ensure its effective implementation.
    6. Assist the Board of Directors in supervising managerial departments, review and assess whether preventive measures taken for the purpose of implementing ethical corporate management are carried out effectively, and prepare regular assessment reports on the compliance with ethical corporate management of related operating procedures.
    7. Supervise the management in preparing and maintaining the ethical corporate management policy and other related documentation, such as statements of compliance, fulfillments of commitment, and implementation statuses.
       
  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 or through resignation or dismissal, their qualifications for the members of the Ethical Corporate Management Committee will automatically become void.
     
  3. 2024 Work Plans and Results
    1. Conducting the 2023 Performance Evaluation of the Ethical Corporate Management Committee
      (1) The 8th Board of Directors, at the 8th meeting on December 22, 2023, approved conducting the 2023 annual performance evaluation of the Ethical Corporate Management Committee through an internal self-evaluation. The evaluation period covers January 1, 2023, to December 31, 2023.
      (2) In accordance with Article 6, Section 1, Clause 2 of the Company's "Regulations Governing the Evaluation of the Performance of the Board of Directors," the unit responsible for the evaluation compiled and reported the self-evaluation results to the Ethical Corporate Management Committee on March 14, 2024, as reference for review and improvements.
      (3) The 2023 self-evaluation result of the Committee's performance evaluation was rated as "Excellent" with a weighted average score of 99.56. This indicates that all committee members have given positive feedback on the efficiency and effectiveness of the Committee's operations. Overall operational function of the Committee is still good, and operational effectiveness of the Committee will continue to improve.
    2. Supervising the effectiveness of the whistle-blowing system
      (1) 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.
      (2) Reviewing of the official letter from the Banking Bureau of Financial Supervisory Commission instructing the Company to conduct a special audit report: The inspection found that the circumstances stated by the whistleblower were not present.
    3. Amendments of the "Guidelines for Ethical Corporate Management" and "Whistleblowing Policy."
      (1) Amendments to the "Guidelines for Ethical Corporate Management" regarding the procedures for reporting results of compliance inspection of dishonest behavior prevention measures.
      (2) Main amendments to the "Whistleblowing Policy" include: ①adding procedures for designating specific personnel to investigate cases assigned by the competent authority, ②incorporating investigation methods for reporting cases, ③specifying requirements for cooperation by all units and personnel of the Company and its subsidiaries, and ④revising the review, approval, and follow-up handling procedures for cases involving company directors or senior management at the level of Executive Vice President or above.
    4. Supervising 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 SinoPac Holdings and its subsidiaries. According to Paragraph 1 of Article 8 of the "Procedures for Ethical Management and Guidelines for Conduct," "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 a statement of compliance with the ethical management policy's "Procedures for Ethical Management and Guidelines for Conduct." Implementation results for SinoPac Holdings in 2024 are as follows:
      • In 2024, all current employees (including temporary workers and new employees hired in 2024) of SinoPac Holdings and its subsidiaries (Bank SinoPac, Bank SinoPac (China), SinoPac Insurance Brokers, SinoPac Leasing, SinoPac International Leasing, SinoPac Capital International (HK), SinoPac Venture Capital, SinoPac Securities, SinoPac Futures, SinoPac Inv. Service, SinoPac Securities Venture Capital, SinoPac Securities (Asia), SinoPac Asset Management (Asia), SinoPac Solutions and Services, and SinoPac SITC, etc.) completed the annual signing of the statement of compliance with the ethical management policy, the "Procedures for Ethical Management and Guidelines for Conduct."
      • 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 require new recruits (including managers) to sign the statement in writing.
      (2) Supervising the implementation of the whistle-blowing system and ethical corporate management advocacy and training Advocacy and training activities organized in 2024 are as follows:
      • In February 2024, 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.
      • In May 2024, the Company and its subsidiaries conducted an annual online training program for compliance personnel in collaboration with the Taipei Foundation of Finance. The training included the emphasis of the latest amendments to financial regulations and practical considerations, AI supervision, Personal Data Protection Act and case studies, common deficiencies in penalty cases related to interested parties, in the cases related to credit extension transactions and transactions other than credit extension and examining the deficiencies and improvements of financial products from the perspective of penalty cases. The requirement for course completion is reading all training materials, accumulating at least 15 hours of reading, completing courses and passing the exam.
      • Besides the inclusion of ethical management related policies and regulations in orientation training of the new employees by the human resources units of SinoPac Holdings and its subsidiaries, in 2024, all new and current employees (including temporary workers) of SinoPac Holdings and its subsidiaries (Bank SinoPac, Bank SinoPac (China), SinoPac (HK) Insurance Brokers, SinoPac Leasing, SinoPac International Leasing, SinoPac Capital International (HK), SinoPac Venture Capital, SinoPac Securities, SinoPac Futures, SinoPac Inv. Service, SinoPac Securities Venture Capital, SinoPac Securities (Asia), SinoPac Asset Management (Asia), SinoPac Solutions and 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 12,910 employees participated in 2024, with a participation rate of 100%.
      (3) To enhance employees' awareness of ethical corporate management, the Company promoted examples of dishonest behaviors and related disciplinary actions on the corporate platform, SinoPac Cloud, in June and December 2024.
  4. The 3rd Ethical Corporate Management Committee: Members, Qualifications, and Expertise
    Title Name Qualifications Expertise
    Convener Wei-ta PAN Independent Director, SinoPac Holdings Finance, Business, Law, and Risk Management
    Committee Member Huey-jen SU Independent Director, SinoPac Holdings Climate Change/Environmental Protection, Risk Management
    Committee Member Wen-ling MA Independent Director, SinoPac Holdings Finance, Business, Cybersecurity/Information Technology, and Risk Management
    Committee Member Yu-fen LIN Independent Director, Bank SinoPac Finance, Business, Law, and Risk Management
    Committee Member Chih-cheng SU Independent Director, Bank SinoPac Finance, Business, Accounting, Financial Management and Risk Management
    Committee Member Tsung-ming SU Independent Director, Bank SinoPac Finance, Business, Financial Management and Risk Management
    Committee Member Ling-lan LIN Independent Director, SinoPac Securities Law and Risk Management
    Committee Member Chen-yu FENG Independent Director, SinoPac Securities Law
    Committee Member Tsai-ching LIU Independent Director, SinoPac Securities Finance, Accounting, Financial Management and Risk Management

     
  5. Ethical Corporate Management Committee Operations
    1. The Ethical Corporate Management Committee convened two meetings in 2024 (the 1st meeting of the 3rd Committee took place on March 14, 2024, and the 2nd meeting of the 3rd Committee was held on September 3, 2024). The attendance of committee members is as follows:
      Title Name Expected Attendance in Person Attendance in Person Absent or Attendance by Proxy Note
      Convener Wei-ta PAN 2 2 0 -
      Committee Member Huey-jen SU 2 2 0 -
      Committee Member Wen-ling MA 2 2 0 -
      Committee Member Yu-fen LIN 2 2 0 -
      Committee Member Chih-cheng SU 2 2 0 -
      Committee Member Tsung-ming SU 2 2 0 -
      Committee Member Ling-lan LIN 2 2 0 -
      Committee Member Chen-yu FENG 1 1 0 Independent directors Chi SCHIVE and Zi-wen HE of SinoPac Securities stepped down at the end of their terms on June 30, 2024, and their positions as members of the Ethical Corporate Management Committee were also be automatically terminated. The Company's Board of Directors approved the appointment of Mr. Chen-yu FENG and Ms. Tsai-ching LIU as members of the third Ethical Corporate Management Committee of SinoPac Securities on June 21 and July 26, 2024, respectively.
      Committee Member Tsai-ching LIU 1 1 0
      Committee Member Chi SCHIVE 1 1 0
      Committee Member Zi-wen HE 1 1 0
    2. Resolutions of the Ethical Corporate Management Committee in 2024
      Ethical Corporate Management Committee Meeting Date Meeting Term Agenda Resolutions of the Ethical Corporate Management Committee
      2024/03/14 1st meeting of the 3rd Ethical Corporate Management Committee in 2024 Report on the minutes of the 1st meeting of the 3rd Ethical Corporate Management Committee in 2023 and status of implementation. The Board of Directors reviewed the meeting minutes on September 22, 2023.
      Report on the 2023 Performance Evaluation of the Ethical Corporate Management Committee. Acknowledged.
      Regular report on the handling of whistleblower cases at SinoPac Holdings and its Subsidiaries. Acknowledged.
      Amendments of the "Guidelines for Ethical Corporate Management" and "Whistleblowing Policy" for discussion. Amendments approved by all present committee members, subsequently submitted to the Board of Directors for approval.
      The Banking Bureau of the Financial Supervisory Commission issued an official letter on January 24, 2024, instructing the Company to conduct a special audit report for discussion. Approved, and subsequently submitted to the Audit Committee for further discussion.
      2024/09/03 2nd meeting of the 3rd Ethical Corporate Management Committee in 2024 Report on the appointment changes of the third-term Ethical Corporate Management Committee members. Acknowledged.
      Report on the minutes of the 1st meeting of the 3rd Ethical Corporate Management Committee in 2023 and status of implementation. The Board of Directors reviewed the meeting minutes on March 25, 2024.
      Regular report on the handling of whistleblower cases at SinoPac Holdings and its Subsidiaries. Acknowledged.