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 Corporate Governance and Fulfillment of Ethical Management



1. Scope of duties:

On March 14, 2023, the company's Board of Directors approved the appointment of Senior Assistant Vice President Wayne Tyan, the company’s chief financial officer, as corporate governance manager, to be responsible for matters relating to corporate governance. The main responsibilities of corporate governance personnel are to protect shareholders’ interests and treat shareholders fairly, provide directors the information needed to carry out their duties, provide assistance to ensure compliance with laws and regulations, handle matters related to audit committee’s meetings, board of directors’ meetings and shareholders' meetings in accordance with the law (5 board of directors’ meetings, 5 audit committee meetings, and 1 annual general meeting have been held in 2022), handle company registrations and amendments to such registrations, prepare the minutes for the board of directors’ meetings and shareholders' meetings, arrange trainings for directors and supervisors (2 courses were arranged in 2022), hold investor conferences (2 online conferences were held in 2022) and participate in investment forums on an ad hoc basis(4 conference was invited to attend in 2022), at which financial information is distributed and investors can receive non-financial information, and which establishes a diverse communication channel with investors, etc.



2. Training activities of corporate governance manager


DateHostTraining TitleDuration
May 5, 2022Taiwan Corporate Governance AssociationNet Zero, Carbon Neutrality, and Corporate Compliance3
Aug. 23, 2022Taiwan Securities & Futures InstituteEthical Corporate Management Best Practice Principles3
Aug. 25, 2022Taiwan Securities & Futures InstituteIntroduction to Insider Short-term Trading and Case Studies3
Nov. 3, 2022Taiwan Securities & Futures InstituteHow Directors can Ensure Proper Corporate Risk Management and Crisis Response by their Company3


 

3. Fulfillment of Ethical Management


Evaluation ItemAbstract IllustrationDeviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons
1.Establishment of ethical corporate management policies and programs  
(1)Does the company have a Board-approved ethical corporate management policy and stated in its regulations and external correspondence the ethical corporate management policy and practices, as well as the active commitment of the Board of Directors and management towards enforcement of such policy?The company has formulated Corporate Governance Best Practice Principles and Procedures for Ethical Management and Guidelines for Conduct, which are disclosed on the company's website. The policies and practices that the company uses to maintain business integrity and the commitment by the Board of Directors and the managerial officers to actively implement these policies are stipulated in the documents referred to above.None
(2)Does the company have mechanisms in place to assess the risk of unethical conduct, and perform regular analysis and assessment of business activities with higher risk of unethical conduct within the scope of business? Does the company implement programs to prevent unethical conduct based on the above and ensure the programs cover at least the matters described in Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies?To realize the establishment of a corporate culture that emphasizes business integrity and to drive healthy corporate development, the Board of Directors approved the formulation of the Corporate Governance Best Practice Principles and Procedures for Ethical Management and Guidelines for Conduct, which clearly stipulate measures for preventing unethical conduct, the related operational procedures, and the penalties for violations, etc.None
(3)Does the company provide clearly the operating procedures, code of conduct, disciplinary actions, and appeal procedures in the programs against unethical conduct? Does the company enforce the programs above effectively and perform regular reviews and amendments?The company’s Corporate Governance Best Practice Principles and Procedures for Ethical Management and Guidelines for Conduct also clearly stipulate that the company’s Directors, managers and employees are prohibited from giving or receiving bribes, and are prohibited from making illegal political contributions, etc. There were no violations of these stipulations in FY 2022.None
2. Fulfill operations integrity policy  
(1)Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts?Before engaging in business transactions with agents, suppliers, customers or other business transaction partners, the company evaluates whether the business transaction partner in question has any record of illegality, or any record of unethical conduct.None
(2)Does the company have a unit responsible for ethical corporate management on a full-time basis under the Board of Directors which reports the ethical corporate management policy and programs against unethical conduct regularly (at least once a year) to the Board of Directors while overseeing such operations?In accordance with the provisions of the Procedures for Ethical Management and Guidelines for Conduct, the President Office has been given responsibility for the performance of ethical management related promotion and implementation. The President Office actively promotes ethical management, and reports annually on implementation status to the Board of Directors. The President Office has already reported to the Board of Directors on ethical management promotion and implementation on November 3, 2022 when reporting on Sustainable related work in FY 2022. The company has formulated Corporate Governance Best Practice Principles and Procedures for Ethical Management and Guidelines for Conduct, which include, for example, the following stipulation: When a Director submits a proposal to the Board of Directors, if there is any potential conflict of interest in relation to the Director or a corporate body which that Director represents, then the Director in question may not participate in discussion of or voting on that proposal, and must recuse themselves when voting takes place.None
(3)Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it?The company has formulated Corporate Governance Best Practice Principles and Procedures for Ethical Management and Guidelines for Conduct, which include, for example, the following stipulation: When a Director submits a proposal to the Board of Directors, if there is any potential conflict of interest in relation to the Director or a corporate body which that Director represents, then the Director in question may not participate in discussion of or voting on that proposal, and must recuse themselves when voting takes place.None
(4)Does the company have effective accounting and internal control systems in place to implement ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit the systems accordingly to prevent unethical conduct, or hire outside accountants to perform the audits?The company has established accounting and internal control systems. Internal auditing personnel perform regular audits, and compile audit reports which are submitted to the Board of Directors.None
(5)Does the company regularly hold internal and external educational trainings on operational integrity?Integrity is one of the company's core values. Integrity-related lectures and training courses are held every year, and integrity is a required subject in the training provided for new employees, in order to ensure that all employees understand and adhere to principles of ethical behavior. In addition, internal or external training is arranged every year for the staff of key units - including internal auditing, finance and accounting, and the investor relations and capital markets department, as well as Directors and Supervisors - so that they can clearly appreciate the company’s commitment to ethical management and the consequences of unethical conduct.None
3. Operation of the integrity channel  
(1)Does the company establish both a reward/punishment system and an integrity hotline? Can the accused be reached by an appropriate person for follow-up?In accordance with the provisions of the Corporate Governance Best Practice Principles and the Procedures for Ethical Management and Guidelines for Conduct, the company lists several e-mail addresses on the company’s website that can be used by different types of stakeholders for reporting violations. These include: These include the Reporting E-mail Address(supervisor@aten.com), which constitutes a channel for communication between employees, shareholders and other stakeholders and the company’s Independent Directors, to enable the Independent Directors to promptly identify possible issues at the company. All e-mails sent to this address are received and properly handled by the company's three Independent Directors. Furthermore, in order to provide a channel for other types of stakeholders to communicate with the company, the company has also established the atencorp@aten.com e-mail address, which the President Office uses to receive the views expressed regarding the company by various types of stakeholder. The company has also commissioned various independent external organizations such as an Employee Assistance Program (EAP) to provide additional channels for communication with the company for employees and their family members. Matters reported via these channels are handled in accordance with the relevant procedures by the President Office and the Global Human Resources Division.None
(2)Does the company have in place standard operating procedures for investigating accusation cases, as well as follow-up actions and relevant post-investigation confidentiality measures?The company’s Procedures for Ethical Management and Guidelines for Conduct stipulates standard operating procedures for investigating reported cases and related confidentiality.None
(3)Does the company provide proper whistleblower protection?The company’s Procedures for Ethical Management and Guidelines for Conduct stipulates that personnel handling reported cases must provide a written declaration that they will maintain confidentiality with respect to the identity of the reporting person and the content of the report. The company also undertakes to protect persons who have submitted reports from suffering any improper treatment as a result.None
4. Strengthening information disclosure  
(1)Does the company disclose its ethical corporate management policies and the results of its implementation on the company’s website and MOPS?In order for the company to build a corporate culture based around ethical management, and to achieve sound, healthy development, the company’s Board of Directors has approved the Corporate Governance Best Practice Principles, which are disclosed in the Investor Relations section of the company's website at http://www.aten.com/tw/zh/aten-info/investor-relations/corporate-governance/company-rules/None


  If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation. The Company has formulated Corporate Governance Best Practice Principles, which prohibit unethical conduct, the taking or receiving of bribes, the provision of unlawful political contributions, and the giving or receiving of inappropriate gifts, entertainment or other inappropriate benefits, etc. The relevant policies have been posted on the company's website and on the Market Observation Post System (MOPS) for the reference of stakeholders. No discrepancies have been found.


  Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies). Integrity is the first of the company’s four core corporate values. The company strives to act with integrity in relation to all stakeholders, and to implement transparent corporate governance. The company has formulated Corporate Governance Best Practice Principles and a Code of Ethical Conduct, which Directors and employees are required to observe. Besides working to maximize benefits for both the company and its investors, the company has also consistently maintained a corporate philosophy that emphasizes giving back to society. The company has for many years now been actively involved in environmental protection and in realizing sustainable development for the local community, and has sought to establish itself as a model for good corporate citizenship that makes a positive contribution to society.