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Corporate Governance Officer

In response to the requirements of the abovementioned laws and regulations, and to protect shareholders’ interests and reinforce the Board of Directors’ functions, the Company established the corporate governance department in 2020 and appointed the Chief Financial Officer, Lin, Xiu-Feng, as the Corporate Governance Officer, to be responsible for the corporate governance operations. The major duties are as follows:

I. Scope of Duty
The main duties of the Corporate Governance Officer include handling matters related to the Board meetings and Shareholders’ Meetings in accordance with the law, preparing minutes of the Board meetings and Shareholders’ Meetings, assisting directors in taking office and taking continuing education courses, providing directors with materials required to perform duties, assisting them in complying with the laws and regulations, and handling other matters stipulated in the Articles of Incorporation or contracts.

 

II. Business Execution Status
The “Corporate Governance Officer” shall supervise relevant departments to execute corporate governance matters:
The business execution focus of the Corporate Governance Officer is handling matters relating to Board meetings and committee meetings in accordance with the law (including producing meeting minutes), assisting Directors in taking office and complying with laws and regulations and continuing education, and providing directors with materials required to perform their duties, etc. The following matters are handled by the operation team of the Board of Directors:

 

(1) Deliver meeting notices specifying the reasons for the convening of the meetings of the Board or committees to each Director or member no later than seven days before the scheduled date, with sufficient meeting materials prepared and enclosed. The meeting minutes shall be signed or sealed by the chairman and note taker of each meeting and sent to each member of the meeting within 20 days after the meeting.

 

(2) Provide onboarding training for newly-elected Directors, and introduce the Company’s operations, organization, and other matters requiring attention. The team shall also provide newly elected directors with advocacy brochures on regulations for insiders and directors to assist the Directors in onboarding and legal compliance, and assist Directors in completing the annual continuing education courses based on the Company’s business characteristics and the Directors’ requirements.

 

(3) Provide corporate information required by Directors, maintain smooth communications and exchanges between Directors and officers, and assist in arranging communication meetings between Independent Directors and the Chief Internal Auditor, CPAs, or other internal departments for the Independent Directors to execute their businesses.

 

(4) Amend internal regulations related to corporate governance in accordance with the latest laws and regulations related to the Company’s business fields and corporate governance, and submit them to the Board of Directors for resolution.

 

(5) Handle Corporate registration and alteration of registration: If there is any change in matters to be registered or amended, the Company shall complete the registration process with the competent authority before the deadline.

 

(6) Handle matters related to Shareholders’ Meetings (organizing and convening shareholders’ meetings, preparing minutes of meetings, and other businesses related to stock affairs) in accordance with the law and provide sufficient information to shareholders to ensure that the rights and interests of shareholders are well-protected. 

Continuing Education of the Corporate Governance Officer

year
Subject
Number of Hours
Organizer
2021
Breach of Trust Faced by Directors – Practices and Prospects for Duty of Loyalty of Directors of Listed Companies
4
Institute of Financial Law and Crime Prevention
2021
Net Zero Emissions Route Seminar for the Agricultural Department
6
Biodiversity Research Center, National Taiwan University
2021
Apply ESG to Improve Corporate Strategic Competence (online course)
3
Accounting Research and Development Foundation
2021
ESG/CSR and Sustainable Governance Trend in 2021
3
Securities and Futures Institute
2021
Legal Compliance of Companies and the Supervisory Duties of Directors
3
Taiwan Corporate Governance Association
2021
Legal Matters that the Board of Directors shall Learn for Corporate Supervision-Avoid Not to Cross the Line of Concerted Action, and Analysis of Insider Trading
3
Taiwan Corporate Governance Association
2021
Analysis and Decision-making of Corporate Financial Information
3
Taiwan Securities Association
2022
Advanced Seminar for Newly Elected Director and Supervisor (including Independent Director and Supervisor), and Corporate Governance Officer: Risks and Opportunities of Climate Change and Energy Policy Trends on Business Operation
3
Securities and Futures Institute
2022
Advanced Seminar for Newly Elected Director and Supervisor (including Independent Director and Supervisor), and Corporate Governance Officer: The Most Neglected Financial Information by Directors
3
Securities and Futures Institute
2022
Workshop on Carbon Footprint Verification & Carbon Footprint in the Manufacturing Industry-The Training Course for Carbon Footprint
6
Taiwan Green Productivity Foundation
2022
Workshop on Carbon Footprint Verification & Carbon Footprint in the Manufacturing Industry-The Training Course for Carbon Footprint Verification
6
Taiwan Green Productivity Foundation
2022
Corporate Sustainability Report Training Course (Basic Level Course)
8.5
Taiwan Institute for Sustainable Energy
2022
Corporate Sustainability Report Training Course (Advanced Level Course)
8.5
Taiwan Institute for Sustainable Energy
2022
ISO 14064-1: 2018 Chief Auditor for GHG Inventory
40
THU Office of Sustainable Development
2022
Accelerators of Corporate Sustainability -CSR, ESG and SDGs
3
Taiwan Corporate Governance Association
2022
Net Zero Emissions, Carbon Neutral and Regulatory Compliance
3
Taiwan Corporate Governance Association
2022
SASB Standards – Content and Execution
8
Taiwan Institute for Sustainable Energy
2022
TCFD Practical Exercise Workshop
7
BSI
2023
Sustainable Development Goals Impact Measurement and Management
3
Securities and Futures Institute
2023
Climate Change Risk Assessment and Response
3
Securities and Futures Institute
2023
Climate Change Adaptation Administrator and International Certificate Training Course
72
Taiwan Institute for Sustainable Energy
2023
Valuation of Intangible Asset Loss Compensation and Reading and Utilization of Intangible Asset Valuation Reports
6
Chinese Association of Business and Intangible Assets Valuation

Ethical Management

CH Biotech, in line with the management organization system, adopts a complete risk management structure, which has been implemented tier by tier, to identify and hold control of the operational risks an enterprise needs to pay attention to and reduces the risks to the lowest level using the existing internal control management system to prevent potential fraud and misconduct. We also have inspections conducted by internal interdepartmental or external units (CPAs or consulting securities firms) to ensure the compliance of relevant implementations. In terms of compliance, the definition of material events is subject to material information verification and public announcement procedures for companies listed on the emerging stock market.

CH Biotech and its directors, managers, employees, assignees, and actual controllers may not, in the performance of business, directly or indirectly, offer, promise, demand, or accept any unjust enrichment, including kickbacks, commissions, facilitation payments, or provide or accept unjust enrichment to or from clients, agents, contractors, suppliers, public servants, or other stakeholders through other channels.
The ethical principle shall be strictly abided by and the code of conduct for employees shall be clearly stipulated, such as professional ethics, laws and regulations, employee relations, gifts and hospitality, client privacy, intellectual property rights, discrimination, bribery, conflicts of interest, and protection of company assets and reputation.

 

We comply with laws and regulations and strictly abide by discipline at all levels of operation, including research and development, design, business promotion, and procurement. The company’s Ethical Corporate Management Best Practice Principles explicitly prohibits the offering and acceptance of bribes, illegal political contributions, improper charitable donations or sponsorships, unreasonable gifts, hospitality, or other unjust enrichment, infringement of intellectual property rights, or unfair competition, and stipulates prevention of harm to stakeholders by products or services, as well as other precautionary measures and procedures to ensure clients’ rights and avoid loss of corporate assets, fines, and damage to our goodwill. Employees sign the non-disclosure and non-compete agreements on the first day of work for them to understand the importance and necessity of ethical conduct in business. Meanwhile, we offer anti-corruption education and training courses to employees and continue to promote compliance education and training to enhance their concept of work ethics and self-discipline.

A whistleblower reporting system was established to ensure that all employees operate businesses based on integrity and ethics and comply with local laws and ethical standards. To further strengthen compliance and corporate governance, the Board of Directors has passed relevant mechanisms for reporting, including the “Ethical Corporate Management Best Practice Principles” and “the Procedures for Ethical Management and Guidelines for Conduct.”

  • Education and training

To implement the principle of ethical management, we regularly arrange ethical management education and training every year. In June 2023, we held an online ethical management training course for all employees, including general staff and managers, at our corporate headquarters and R&D center. A total of 123 participants completed a total of 492 hours of training. In addition, to achieve the effectiveness of the training, all members took a test and passed it.

  • Compliance

CH Biotech complies with the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, the Political Donations Act, the Anti-Corruption Act, the Government Procurement Act, the Act on Recusal of Public Servants Due to Conflicts of Interest, the regulations related to listing on TWSE/TPEx or other laws and regulations on business conduct, as the basic pre-condition for the implementation of ethical management. In 2023, we have not been fined due to violation of social and economic regulations. We will continue to offer education and training and implement a sound management system as a management approach to strengthening compliance.

Ethical management
Company Act
Compliant
The Securities and Exchange Act
Compliant
Business Entity Accounting Act
Compliant
Regulations related to environmental protection
Compliant
Regulations related to product labeling
Compliant
Regulations related to product marketing
Compliant
Corruption incident
None
Privacy invasion incident
None

Note: Violating regulations related to environmental protection, in accordance with Article 4, paragraph 26 of the Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities, refers to the occurrence of environmental pollution or other major incidents that has caused severe damage to the Company or the orders from the relevant authorities for the Company to halt and suspend business, close down, revoke or cancel pollution-related permits, or the cumulative fines for a single incident over NT$1 million.

  • Recusal due to conflicts of interest and anti-corruption

According to Regulations Governing Procedure for Board of Directors Meetings, if any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director’s proxy to exercise voting rights on that matter.

  • Prohibition of bribery and kickbacks

Abiding to the Ethical Corporate Management Best Practice Principles and the Codes of Ethical Conduct, CH Biotech and our directors, managers, employees, and actual controllers may not directly or indirectly offer, promise, demand, or accept any unjust enrichment, including kickbacks, commissions, facilitation payments, or provide or accept unjust enrichment to or from clients or other stakeholders through other channels.

  • Insider trading prevention

To prevent insider trading, avoid improper leakage of information, and ensure the consistency and correctness of information disclosed to the public, we have formulated the Procedures for Handling Material Inside Information, which applies to our directors, managers and all employees. It is stipulated in the procedure that those who learn about material information shall not disclose it to others nor shall they ask about or collect the Company’s undisclosed material information that is not related to their individual duties, for management of insider trading prevention.

 

Prevention of insider trading education training courses and public announcement of official documents

DATE
CONTENT
PUBLIC ANNOUNCEMENT
SUBJECT
2021/02/04
Common violations of the Securities and Exchange Act concerning the declaration of the changes in the number of shares held by insiders
Public announcement of official documents and Notification
Insiders
2021/05/07
Common violations of Article 157-1 of the Securities and Exchange Act
Public announcement of official documents and Notification
Directors, Supervisors, Managers or Shareholders possessing over 10% shares
2021/08/02
Directors, Supervisors and Corporate Governance Officer Fellowship Seminar – ESG/CSR and Sustainable Governance Trend in 2021
Public announcement of official documents and Notification
Corporate Governance Officer
2021/08/03
Common violations of the Securities and Exchange Act concerning the declaration of the changes in the number of shares held by insiders
Public announcement of official documents and Notification
Insiders
2021/09/01
Legal Matters that the Board of Directors shall Learn for Corporate Supervision-Avoid Not to Cross the Line of Concerted Action, and Analysis of Insider Trading
Education training course (3 hours)
Directors, Independent Directors and Corporate Governance Officer (in total 10)
2022/02/21
Common violations of the Securities and Exchange Act concerning the declaration of the changes in the number of shares held by insiders
Public announcement of official documents and Notification
Insiders
2023/05/11
Common violations of the Securities and Exchange Act concerning the declaration of the changes in the number of shares held by insiders
Public announcement of official documents and Notification
Insiders
2023/12/07
An announcement that in accordance with Article 43-1, Paragraph 1 of the Securities and Exchange Act, effective as of May 10, 2024, the threshold for reporting substantial shareholding will be lowered from 10% to 5% of the total number of outstanding shares. Domestic listed companies and first listed companies are requested to notify shareholders holding more than 5% of the total shares of the lowering of the threshold and the regulations on filing declarations.
Public announcement of official documents and Notification
Insiders
2023/12/14
Reiteration of the regulation that insiders of an issuer of the subject securities are prohibited from engaging in borrowing and lending transactions or sale of borrowed securities involving such subject securities. Please be duly informed to notify customers applying to open a securities lending account and conducting lending and borrowing transactions of the law and regulations
Public announcement of official documents and Notification
Insiders
2024/1/18
Common patterns of violations against the Securities and Exchange Act committed by insiders when reporting changes in shareholding
Public announcement of official documents and Notification
Insiders
  • Supplier Corporate Social Responsibility Statement

To ensure the ethics and integrity of the supply chain, CH Biotech has been promoting the signing of the Supplier Social Responsibility Statement by its suppliers since 2020 to make sure that they follow the law, comply with social standards, and positively address environmental protection and social issues in the process of supplying products and services. As of 2023, 443 suppliers have signed the statement, accounting for 80% of all suppliers.

  • Complaint channels

To improve the supervisory function of corporate governance, we have set up a complaint channel for smooth communication between CH Biotech and its employees, clients, suppliers, or investors regarding their interests, and have provided a contact mailbox ([email protected]) on the official website.