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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 eight 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. Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
    2. Supervising the managerial departments analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.
    3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
    4. Promoting and coordinating awareness and educational activities with respect to ethics policy.
    5. Developing a whistle-blowing system and ensuring its operating effectiveness.
    6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
    7. Supervising the managerial departments documenting information on the ethical management policy, statement, commitment and implementation, and retain information properly.
       
  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. 2025 Work Plans and Results
    1. Conducting the 2024 Performance Evaluation of the Ethical Corporate Management Committee
      (1) At the 14th meeting of the 8th Board of Directors on December 27, 2024, the Company approved conducting the 2024 annual performance evaluation of this committee through an internal self-evaluation. The evaluation period covers January 1, 2024, to December 31, 2024.
      (2) In accordance with Article 6, Section 1, Clause 2 of the Company's "Regulation Governing the Evaluation of the Performance Evaluation of Board of Directors," the Committee compiled and reported the self-evaluation results of each committee member on March 12, 2025, as a reference for the committee's review and improvement.
      (3) The 2024 self-evaluation results of this Committee's performance evaluation were rated as "Excellent," with a weighted average score of 100. This indicates that all committee members have given positive feedback on the efficiency and effectiveness of the committee's operations. The overall functioning is considered satisfactory, and efforts will continue to enhance the Committee's operational effectiveness.
    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 ethical corporate management policy advocacy and training
      (1) 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 "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies," "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 2025 are as follows:
      • In 2025, all current employees (including temp workers and new employees hired in 2025) of SinoPac Holdings and its subsidiaries (Bank SinoPac, Bank SinoPac (China), SinoPac Insurance Brokers, Amret, 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, King's Town Bank, King's Town International Construction & Management, Kings Town Bank International Leasing, King's Town Securities, 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 2025 are as follows:
      • In February 2025, 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 to June 2025, the Company and its subsidiaries conducted the annual external online in-service training for legal compliance personnel (hosted by the Taipei Foundation of Finance). The training program covered the following topics: Personal data protection act and case studies; Discussion of consumer dispute cases related to financial investment products; Internal controls and risk management for credit granting and lending; Common financial fraud and scam cases and preventive mechanisms; Key highlights of the latest amendments to financial-related laws and practical compliance considerations; Application and governance of artificial intelligence. The requirement for course completion is reading all training materials, accumulating at least 15 hours of reading, completing courses and passing the exam.
      • In 2025, SinoPac Holdings and its subsidiaries, including Bank SinoPac, Bank SinoPac (China), SinoPac (HK) Insurance Brokers Ltd., Amret, SinoPac Leasing, SinoPac International Leasing Corp., SinoPac International Capital (HK), SinoPac Venture Capital, SinoPac Securities, SinoPac Futures, SinoPac Securities Investments, SinoPac Securities Venture Capital, SinoPac Securities (Asia), SinoPac Asset Management (Asia), SinoPac Financial Services, SinoPac SITC, King's Town Bank, King's Town International Construction & Management, Kings Town Bank International Leasing, King's Town Securities, etc. implemented a comprehensive training program for new and current employees, including dispatched, part-time, and contract employees. This program focused on the integration of ethical management policies and regulations into the orientation training provided by the human resources units. As part of this initiative, all employees completed online training and education on key topics such as the "Guidelines for Ethical Corporate Management," "Procedures for Ethical Management and Guidelines for Conduct," and the "Whistle-blowing System." The duration of this training was one hour, and in 2025, a total of 19,014 employees participated, making the participation rate 100%.
      (3) To enhance employees' awareness of ethics in business operations, the Company promoted examples of dishonest behavior and related disciplinary actions on the corporate platform, SinoPac Cloud, in June and December 2025.
  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 Huey-jen SU Independent Director, SinoPac Holdings Finance, Business, Climate Change/Environmental Protection and Risk Management
    Committee Wen-ling MA Independent Director, SinoPac Holdings and Bank SinoPac Finance, Business, Accounting, Financial Management and Risk Management
    Committee Chih-cheng SU Independent Director, Bank SinoPac Finance, Business, Accounting, Financial Management and Risk Management
    Committee Dan-ton HO Independent Director, Bank SinoPac Finance, Business, Financial Management and Risk Management
    Committee Ling-lan LIN Independent Director, SinoPac Securities Law and Risk Management
    Committee Chen-yu FENG Independent Director, SinoPac Securities Law
    Committee 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 2025 (the 1st meeting of the 3rd Committee took place on March 12, 2025, and the 2nd meeting of the 3rd Committee was held on September 2, 2025). 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 Huey-jen SU 2 2 0 -
      Committee Wen-ling MA 2 2 0 -
      Committee Chih-cheng SU 2 2 0 -
      Committee Dan-ton HO 1 1 0 Mr. Tsung-ming SU and Ms. Yu-fen LIN, both independent directors of the Bank SinoPac, completed their terms on June 30, 2025, and did not seek reappointment. Accordingly, their memberships on the Ethical Corporate Management Committee were automatically terminated at the same time.
      On June 20 of the same year, the Company's 8th Board of Directors held its 7th meeting of 2025 and approved the appointment of Mr. Dan-ton HO and Ms. Wen-ling MA as the Bank SinoPac's new independent directors, effective July 1 of the same year. As the Committee's members are composed of all independent directors of the Company, the Bank SinoPac, and the SinoPac Securities, and Ms. Wen-ling MA was already serving as a member of the Company's Ethical Corporate Management Committee, the Company's 8th Board of Directors held its 8th meeting of 2025 on July 25 and approved the appointment of Mr. Dan-ton HO, the Bank SinoPac's newly appointed independent director, as a member of the 3rd Ethical Corporate Management Committee, effective immediately.
      Committee Yu-fen LIN 1 1 0
      Committee Tsung-ming SU 1 1 0
      Committee Ling-lan LIN 2 2 0 -
      Committee Chen-yu FENG 2 2 0 -
      Committee Tsai-ching LIU 2 2 0 -
    2. Resolutions of the Ethical Corporate Management Committee in 2025
      Ethical Corporate Management Committee Meeting Date Meeting Term Agenda Resolutions of the Ethical Corporate Management Committee
      2025/03/12 1st meeting of the 3rd Ethical Corporate Management Committee in 2025 Report on the minutes of the 2nd meeting of the 3rd Ethical Corporate Management Committee in 2024 and status of implementation. The Board of Directors reviewed the meeting minutes on September 20, 2024.
      Report on the 2024 Performance Evaluation of the Ethical Corporate Management Committee. Acknowledged.
      Regular report on the handling of whistleblower cases at SinoPac Holdings and its Subsidiaries. Acknowledged.
      2025/09/02 2nd meeting of the 3rd Ethical Corporate Management Committee in 2025 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 2025 and status of implementation. The Board of Directors reviewed the meeting minutes on April 25, 2025.
      Regular report on the handling of whistleblower cases at SinoPac Holdings and its Subsidiaries. Acknowledged.
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