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 current 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 Ethical Corporate Management 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 its 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. 2023 Work Plans and Results
    1. Conducting the 2022 Performance Evaluation of the Ethical Corporate Management Committee
      (1) The 7th Board of Directors, at its 11th meeting on October 21, 2022, approved the 2022 performance evaluation of the Board of Directors and Functional committees (Audit Committee, Remuneration Committee, and Ethical Corporate Management Committee) through external evaluation, with EY Business Advisory Services Inc. (referred to as Ernst & Young) as the evaluating unit.
      (2) The performance evaluation results of the Board of Directors and Functional committees by Ernst & Young were submitted to the Ethical Corporate Management Committee for review and improvement and subsequently submitted to the Board of Directors. Based on the evaluation results by Ernst & Young, the Board of Directors and the Functional Committees have received the highest rating of "Exemplary" for their overall performance in terms of structure, members, processes, and information.
    2. Reviewing the unethical behavior prevention plan in SinoPac Holdings and its Subsidiaries (Bank SinoPac, and SinoPac Securities)
      (1) According to Article 8 of the Company's "Guidelines for Ethical Corporate Management," SinoPac Holdings is required to assess business activities within its scope of operations that carry a higher risk of unethical behavior. Based on this assessment, a prevention plan should be established and regularly reviewed for the appropriateness and effectiveness. Additionally, in line with Article 5 of the "Procedures for Ethical Management and Guidelines for Conduct," the Ethical Corporate Management Committee is responsible for reviewing the Company's ethical management policies and prevention programs. The committee should also support the Board of Directors in evaluating the implemented prevention plan to ensure ethical management are operating effectively. In compliance with the aforementioned regulations, reviewing the implementation of preventive measures for ethical conduct is required.
      (2) Outcome of the review: After inventorying and consolidating the internal regulations of the Company, Bank SinoPac, and SinoPac Securities, each company has established an unethical behavior prevention plan in their respective regulations. The plan should be followed by colleagues when conducting business. Additionally, the Company and its subsidiaries have included patterns of unethical behavior in the compliance self-assessment items. Each unit conducts self-assessments every six months to examine if any unethical behavior has occurred. SinoPac Holdings and its subsidiaries regularly provide ethical management education and training, including programs for new employees, to ensure compliance with ethical corporate management regulations and enhance the legal awareness of all employees.
    3. Deliberating the results of the unethical behavior prevention plan compliance review of SinoPac Holdings and its Subsidiaries
      (1) According to Article 21 of the "Guidelines for Ethical Corporate Management," the audit units of SinoPac Holdings 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) Reviewing the inspections conducted by the financial regulatory authorities on SinoPac Holdings and its subsidiaries, the validity and report by the audit unit in accordance to the competent authority’s letter, and internal audit findings, as well as the audit deficiencies related to unethical conducts as outlined in Article 3, Section 1, and Article 8, Section 2, Clauses 1 to 7 of the "Guidelines for Ethical Corporate Management".
    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. In order to make the procedures for handling reporting cases more clearly, revisions were made to the "Regulations Governing the Handling of Reporting Cases".
       
    6. 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 2023 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 require new recruits (including managers) to sign the statement in writing.
      • In 2023, all current employees (including temp workers and new employees hired in 2023) 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."
      (2) Supervising the implementation of the whistle-blowing system and ethical corporate management advocacy and training
      Advocacy and training activities organized in 2023 are as follows:
      • In February 2023, 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 2023, the annual external (Taiwan Academy of Banking and Finance) online on-the-job training for the legal compliance personnel of SinoPac Holdings and its subsidiaries were conducted. The training course included latest amendments to financial regulations, practical considerations, new measures for managing electronic and mobile payments, personal data protection laws and case studies, fraud cases in financial institution and common deficiencies identified by the Financial Supervisory Commission, investment and wealth management product and consumer dispute cases, as well as the Financial Consumer Protection Act and principles of fair treatment of customers. 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 2023, all new and current employees (including temp 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 12,312 employees participated in 2023, with a participation rate of 100%.
         
    7. Announcing the Company's "Anti-Bribery and Anti-Corruption Statement"
      In order to strengthen communication with stakeholders and help them understand the Company's commitments and mechanisms regarding anti-bribery and anti-corruption, SinoPac Holdings have announced an "Anti-Bribery and Anti-Corruption Statement" on the official website.
       
  4. The 3rd Ethical Corporate Management Committee: Members, Qualifications, and Expertise
    Title Name Qualifications Professional Skills
    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, Accounting, 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, and Risk Management
    Committee Member Tsung-ming SU Independent Director, Bank SinoPac Finance, Business, Accounting, and Risk Management
    Committee Member Chi SCHIVE Independent Director, SinoPac Securities Finance, Business, Accounting, and Risk Management
    Committee Member Zi-wen HE Independent Director, SinoPac Securities Finance, Business, Accounting, and Risk Management
    Committee Member Ling-lan LIN Independent Director, SinoPac Securities Law and Risk Management

     
  5. Ethical Corporate Management Committee Operations
    1. The Ethical Corporate Management Committee convened two meetings in 2023 (the 2nd meeting of the 2nd Committee took place on February 21, 2023, and the 1st meeting of the 3rd Committee was held on August 24, 2023). 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 - Member of the 2nd and 3rd Ethical Corporate Management Committee
      Committee Member Huey-jen SU 1 1 - Member of the 3rd Ethical Corporate Management Committee
      Committee Member Wen-ling MA 1 1 - Member of the 3rd Ethical Corporate Management Committee
      Committee Member Yu-fen LIN 2 2 - Member of the 2nd and 3rd Ethical Corporate Management Committee
      Committee Member Chih-cheng SU 2 2 - Member of the 2nd and 3rd Ethical Corporate Management Committee
      Committee Member Tsung-ming SU 2 2 - Member of the 2nd and 3rd Ethical Corporate Management Committee
      Committee Member Chi SCHIVE 2 2 - Member of the 2nd and 3rd Ethical Corporate Management Committee
      Committee Member Zi-wen HE 2 2 - Member of the 2nd and 3rd Ethical Corporate Management Committee
      Committee Member Ling-lan LIN 1 1 - Member of the 2nd and 3rd Ethical Corporate Management Committee
      Committee Member Chi SCHIVE 2 2 - Member of the 2nd Ethical Corporate Management Committee
    2. Resolutions of the Ethical Corporate Management Committee in 2023
      Ethical Corporate Management Committee Meeting Date Meeting Term Agenda Resolutions of the Ethical Corporate Management Committee
      2023/2/21 1st meeting of the 2nd Ethical Corporate Management Committee in 2023 Report on the minutes of the 2nd meeting of the 2nd Ethical Corporate Management Committee in 2022 and status of implementation. The Board of Directors reviewed the meeting minutes on September 23, 2022.
      Report on the 2022 Performance Evaluation of the Ethical Corporate Management Committee. Acknowledged.
      Regular report on the handling of whistleblower cases at SinoPac Holdings and its Subsidiaries. Acknowledged.
      Report audit findings indicated that SinoPac Securities was involved in substantial unethical behavior during the inspection performed by the regulatory authority. Acknowledged.
      Reviewing the unethical behavior prevention plan in SinoPac Holdings and its Subsidiaries (Bank SinoPac, and SinoPac Securities) Acknowledged.
      2023/8/24 1st meeting of the 3rd Ethical Corporate Management Committee in 2023 Report on the minutes of the 1st meeting of the 2nd Ethical Corporate Management Committee in 2023 and status of Implementation. The Board of Directors reviewed the meeting minutes on March 24, 2023.
      Regular report on the handling of whistleblower cases at SinoPac Holdings and its Subsidiaries. Acknowledged.
      Periodical report of SinoPac Holdings and its Subsidiaries' compliance with the unethical behavior prevention plan. Acknowledged.
      Proposal of amendment to the Company's "Regulations Governing the Handling of Reporting Cases". Amendment approved by all present committee members, subsequently submitted to the Board of Directors for approval.