Shuping Huang, manager of Administration Department, was appointed the Company's corporate governance officer at the Board of Directors meeting on May 5, 2022 as she possesses a qualified, practice-eligible accountant and had been in chief internal auditor position for more than three years in a listed company. Her qualifications complies with the criteria as specified in Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers.
Main implementations for 2023 included:
The Company's corporate governance officer will complete CPE hours per year in each following year.
As per the “Self-Evaluation of the Board of Directors” approved by the Board of Directors, we evaluate the performance of the Board of Directors in an internal self-evaluation method within three months after the end of each year. The unit in charge of meeting affairs is responsible for assisting with the evaluation and the scoring of the board performance based on the scoring standards for indicators and the self-evaluation by board members, and it reports on the results to the Board of Directors as a reference for the directors' performance and remuneration. Moreover, to improve the operational performance of the Board of Directors, it is stipulated that an external professional institution should be appointed to conduct an evaluation of the performance of the Board of Directors at least once every three years.
The evaluation indexes and the results of internal board performance evaluation for 2022 were as follows:
| Evaluation aspects | Items | Allocation rate |
|---|---|---|
| Participation in the operation | 12 | 30% |
| Improvement of the quality of the Board of Directors' decision making | 12 | 25% |
| Composition and structure of the Board of Directors | 7 | 10% |
| Election and continuing education of the directors | 7 | 20% |
| Internal control | 7 | 15% |
| Total | 45 | 100% |
As per the evaluation results by the unit in charge of meeting affairs for 2022, the score was 97.37 points (out of 100 points), and the evaluation results were reported at the board meeting on Feb.24, 2023.
| Evaluation aspects | Items | Allocation rate |
|---|---|---|
| Alignment of the goals and missions of the company | 3 | 20% |
| Awareness of the duties of a director | 3 | 15% |
| Participation in the operation of the company | 8 | 20% |
| Management of internal relationship and communication | 3 | 20% |
| The director's professionalism and continuing education | 3 | 10% |
| Internal control | 3 | 15% |
| Total | 23 | 100% |
As per the evaluation results by individual board members for 2022, the score was 98.9 points (out of 100 points), and the evaluation results were reported at the board meeting on Feb.24, 2023.
As per the “Self-Evaluation of the Functional Committees” approved by the Board of Directors, we evaluate the performance of the functional committees in an internal self-evaluation method within three months after the end of each year. The evaluation period is from January 1 to December 31 in the previous year. The unit in charge of meeting affairs is responsible for assisting with the scoring of the committee performance based on the scoring standards for indicators and the self-evaluation by committee members, and it reports on the results to the Board of Directors.
The evaluation indexes and the result of internal functional committee (the Audit Committee and the Remuneration Committee) performance evaluation for 2022 were as follows:
| Evaluation aspects | Items | Allocation rate |
|---|---|---|
| Participation in the operation of the company | 4 | 30% |
| Awareness of the duties of the functional committees | 7 | 20% |
| Improvement of quality of decisions made by the functional committees | 7 | 20% |
| Composition of the functional committees and election of its members | 3 | 15% |
| Internal control | 3 | 15% |
| Total | 24 | 100% |
As per the evaluation results by the unit in charge of meeting affairs for 2022, the score was 100 points (out of 100 points), and the evaluation result were reported at the board meeting on Feb.24, 2023.
The Company designates the Ethical Management Promotion Team as the solely responsible unit, under the Board of Directors. The head of General Management Division acts as convener. The team is formed by the Head of Business Development Division, Head of Human Resources Department, Head of Accounting Department and Legal staff, and is in charge of the amendment, implementation, interpretation and advisory services with respect to “Procedures for Ethical Management and Guidelines for Conduct”, the recording and filing of reports, and the monitoring of implementation. “Procedures for Ethical Management and Guidelines for Conduct” and “Ethical Corporate Management Best Practice Principles”, and any amendment or abolishment hereto, shall be implemented after adoption by resolution of the Board of Directors. The Company’s Board of Directors shall exercise the due care of good administrators to urge the Company to prevent unethical conduct so as to ensure thorough implementation of its ethical corporate management policies.
The Ethical Management Promotion Team shall be in charge of following matters and also reports to the Board of Directors at least once a year.
The Company continuously evaluates its business partners’ ethical records. When entering into contracts with its important counterparties, the legal unit includes in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the Company may at any time terminate or rescind the contracts. In order to prevent conflicts of interest, the Company asks directors, managers, and other stakeholders voluntarily explain whether their interests would potentially conflict with those of the Company through meetings, documents, email and phone.
When a proposal at Board of Directors meeting in 2023 concerned the personal interest of, the concerned director stated the important aspects of the relationship of interest at the board meeting and recuse himself from the discussion or the voting. Such situation was recorded in the minutes of the Board of Directors meeting.
The Company has established effective accounting systems and internal control systems to ensure that ethical management is carried out. The Internal Audit Office examined accordingly the compliance with the prevention programs based on the annual audit plan.
The Accounting Department and the Internal Audit Office will discuss the implementations of accounting systems and internal control systems with the accountants annually.
The directors, senior management and employees of the Company have signed the ethical management statement.
The legal unit hosted a training course for all employees for a total of 63 participants and ran for 30 minutes on August 24, 2023, including topics covering ethical management, prevention of insider trading and Personal Data Protection Act.
The Company has formulated prevention programs, the “Ethical Corporate Management Best-Practice Principles”, the “Procedures for Ethical Management and Guidelines for Conduct”, and a whistleblowing system for unethical conduct.
The Company did not discover any unethical event in 2023.
The Company asks directors, managers, employees and mandataries to comply with the programs to forestall unethical conduct as specified in the “Ethical Corporate Management Best-Practice Principles”. When employees encounter any ethical concern or conflict of interest, they shall blow the whistle through email of the Ethical Management Promotion Team or internal whistleblowing channel and to describe the event to the responsible unit via document or phone.
Ethical Management Promotion Team
Email: ethical@tshbiopharm.com
Jessica Wu, Chief Internal Auditor (ext. 5523)
Whistleblowing hotline: 02-2655-8525
Email: Jessica_Wu@tshbiopharm.com
The investigation standard operating procedure and confidentiality mechanism for the violations reported shall be handled in accordance with the Company’s whistleblowing system.
The Company promises to keep whistleblower’s identity information completely confidential and should not treat whistleblower improperly or unfavorably due to whistleblowing.
When whistleblower’s identity is compromised, the responsible unit should investigate the reason and strictly punish the person who compromised the identity in accordance with the Company's work rules.
Whistleblowing documents, statements, or other relevant materials should be sealed and kept in the responsible unit’s exclusive confidential files. If there is any leakage, it should be punished in accordance with the Company's work rules.
The content is summarized as follows:
The Company did not discover any unethical conduct or any reported violation in 2023.