Dedicated Unit:
The company designates the Board Secretary's Office as the dedicated unit and allocates sufficient resources and competent personnel.
Scope of Responsibilities:
To handle the internal regulations and implementation of preventing directors, employees, and other internal personnel from profiting from information not available to the market, as well as revisions, execution, interpretation, consulting services, and registration of contents related to the Company's Governance Best Practice Guidelines, Integrity Operation Procedures, and Behavior Guidelines, and to supervise their execution, the main responsibilities include the following, and an annual report should be submitted to the Board:
1. Assist in integrating integrity and moral values into the company's business strategy and cooperate in establishing relevant anti-fraud measures to ensure integrity in operations in compliance with legal systems.
2. Regularly analyze and assess the risks of dishonest behavior within the scope of business and formulate plans to prevent dishonest behavior, as well as establish relevant standard operating procedures and behavior guidelines within each plan.
3. Plan internal organization, staffing, and responsibilities, and establish mechanisms of mutual supervision and checks for business activities with higher risks of dishonest behavior within the scope of business.
4. Promote and coordinate integrity policy advocacy and training.
5. Plan a whistleblowing system to ensure its effectiveness.
6. Assist the Board of Directors and management in auditing and evaluating the effectiveness of the preventive measures established for integrity operations and regularly assess compliance with relevant business processes, compiling reports accordingly.
7. Produce and properly preserve documented information related to integrity operation policies, compliance statements, implementation commitments, and execution status.
8. Authorized by the Board of Directors, serve as the company spokesperson and primarily responsible for communication with stakeholders/investors.
Business Execution and Highlights for the Year 2023:
1. Strong promotion of the guidelines for preventing insider trading, including (but not limited to) prohibiting directors and internal personnel from trading stocks during the closed period of 30 days before the announcement of annual financial reports and 15 days before the announcement of quarterly financial reports, and providing relevant regulations on the company's website for reference (such as Corporate Governance Best Practice Guidelines and Management Procedures for Preventing Insider Trading).
2. Irregular dissemination of relevant legal materials by the Board Secretary's Office via email or printed documents.
3. Participation in the "112th Insider Trading Prevention Promotion Seminar" held by the Taiwan Stock Exchange on June 2, 112. The seminar covered topics such as "Interpretation of Insider Trading Regulations," "Supervision and Common Doubts in Insider Trading Practices," and "Internal Controls and Prevention of Insider Trading and Common Deficiencies." The duration of the class was 3 hours, with 2 participants (Internal Audit Manager and Assistant Manager of the Board Secretary's Office).
4. On October 26, 112, from 9:30 am to 12:30 pm, the company hired lecturers from the Chinese Corporate Governance Association to provide educational training to directors and employees on the topic of "Promoting Corporate Sustainable Development through Risk Management - Practical Guidelines for Risk Management in Listed Companies." A total of 38 participants attended.
5. On October 26, 112, from 2:00 pm to 5:00 pm, the company hired lecturers from the Chinese Corporate Governance Association to provide educational training to directors and employees on the topic of "Information Security Governance Strategies for Listed Companies from the Perspective of ESG Corporate Sustainable Development." A total of 38 participants attended.
6. On October 27, 112, from 9:30 am to 12:30 pm, the company hired lecturers from the Chinese Corporate Governance Association to provide educational training to directors and employees on the topic of "Practical Analysis of Corporate Governance 3.0 'Sustainability Reports'." A total of 37 participants attended.
7. On October 27, 112, from 2:00 pm to 5:00 pm, the company hired lecturers from the Chinese Corporate Governance Association to provide educational training to directors and employees on the topic of "Corporate Integrity Operation and Prevention of Insider Trading." A total of 38 participants attended.
8. Participation in the "112th Insider Trading Legal Compliance Promotion Seminar" held by the Taiwan Stock Exchange on November 22, 112. The seminar covered topics such as "Insider Trading Presentation," "Regulations and Practices of Insider Equity Changes," "Large-Scale Acquisitions," and "Short-Term Trading Presentation." The duration of the class was 3 hours, with 3 participants (Internal Audit Manager and Assistant Manager of the Board Secretary's Office).
9. On December 11, 112, the company organized an employee training course titled "Integrity Operation Procedures and Behavior Guidelines, Prevention of Insider Trading, and Information Security Promotion Meeting." The course covered topics such as "Management of Insider Trading Prevention," "Regulations and Practices of Insider Equity Changes," "Large-Scale Acquisitions," "Integrity Operation Procedures and Behavior Guidelines," and "Information Security Management Operations and Compliance Points." The duration of the class was 1 hour, with 15 participants (representatives from various departments).
10. Participation in the "Promotion Seminar on the New System for Reporting Large-Scale Shareholdings under Article 43-1 of the Securities Trading Law" held by the Taiwan Stock Exchange on December 21, 112. The seminar covered topics such as the new system for reporting large-scale shareholdings under Article 43-1 of the Securities Trading Law, which will be implemented on May 20, 113, and related contents, reporting, and precautions. The duration of the class was 2 hours, with 6 participants.
To integrate the spirit of integrity and ethics into the daily business operations of employees, Firsteam has formulated the Integrity and Cleanliness Commitment, requiring employees to strictly abide by the company's ethical integrity regulations. Employees are also committed to refraining from seeking, promising, or receiving any form of improper benefits from employees or other related parties of trading partners by virtue of their positions, and they are prohibited from engaging in any activities that may harm the interests of the company during or after their tenure.
Since 2019, new employees have been required to sign the commitment, and in 2020, the signing scope was expanded to include all existing employees. Currently, all employees have signed the Integrity and Cleanliness Commitment.
Annual Integrity and Cleanliness Commitment Signing Statistics:
2019: 2 new employees
2020: 40 existing employees, 3 new employees
2021: 7 new employees
2022: 5 new employees
2023: 7 new employees
As of now, the proportion of new employees and existing employees at Firsteam who have signed the Integrity and Cleanliness Commitment stands at 100%.
Each employee has also signed a business confidentiality agreement, agreeing not to take out company business data without permission, not to access illegal websites, and not to install non-company software or connect external hardware devices. As of now, there should be 49 employees who need to sign the agreement, and the actual number of signatures is 49.
Encourage and arrange for company directors, managers, and colleagues to participate in external training courses to fully convey the importance of ethical business operations.
Implement in-depth education on ethics and integrity for employees, starting from the training of new employees.
Establish a whistleblowing system and set up contact points and mailboxes for receiving reports.
Responsible for the primary contact point with the company's stakeholders (company spokesperson).
Report on the implementation of corporate integrity operations and communication with various stakeholders in the year 112, at the 6th meeting of the 22nd Board of Directors on December 18, 112.
Results of Business Execution in the Year 112:
According to the operational regulations of our company's "Integrity Operation Procedures and Behavior Guidelines," all company members, directors, managers, and employees have complied with the regulations in the year 112. There have been no instances of illegal or irregular conduct reported, and communication with stakeholders has been smooth. All necessary information regarding concerned issues has been provided, and there have been no reports received through calls or letters.