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Operations of the Ethical Corporate Management Committee

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  1. Responsibility and Qualifications of Members
    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 Ethical Corporate Management Committee shall convene at least once every six months. It is responsible to review the ethical corporate management policies and prevention programs and supervise the performance of the managerial departments. The Ethical Corporate Management Committee is mainly engaged in the following tasks and reports its compliance and resolutions to the Board of Directors on a regular basis.
    (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) Review prevention programs for unethical conduct; as well as related standard operating procedures and codes of conducts for tasks in each program.
    (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 supervise the effectiveness of its implementation.
    (6) Assist the Board of Directors to supervise the managerial departments in reviewing and assessing whether the preventive measures taken for the purpose of implementing ethical corporate management are carried out effectively and prepare regular assessment reports on the compliance of related operating procedures with ethical corporate management.

     

  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 subsidiaries have their term of office expire without renewal, resign, or be dismissed, their qualifications for the members of the Ethical Corporate Management Committee will automatically become void.

     

  3. 2018 Work Plans and Results
    (1) Completing the review of ethical corporate management policies and prevention programs and establishing a whistle-blowing system
    A. The first meeting of the Ethical Corporate Management Committee was held on May 11, 2018 to adopt the "Procedures for Ethical Management and Guidelines for Conduct" and the "Regulations Governing the Handling of Reporting Cases" of SinoPac Holdings. The aforesaid regulations were implemented upon adoption of the Board of Directors on May 25, 2018.
    B. The second meeting of the Ethical Corporate Management Committee was held on November 7, 2018.
    (2) Requiring all employees to sign the "Guidelines for Codes of Ethical Conduct" to promote the importance of integrity
    A. In August 2018, by signing the "Statement of Ethical Conduct", all employees were required to comply with ethical corporate management when performing their daily work and duties.
    B. More than 8,100 employees of SinoPac Holdings and its subsidiaries have signed the "Statement of Ethical Conduct", accounting for more than 90% of the total employees.
    C. Besides existing employees, new employees of SinoPac Holdings and its subsidiaries were required to sign the "Statement of Ethical Conduct" in writing.
    (3) Establishing whistle-blowing channels
    A. To promote the sound development and implementation of ethical corporate management, the personnel who are found to have illegal or unethical conduct may be reported to SinoPac Holdings with evidence provided.
    B. SinoPac Holdings has announced the specific whistle-blowing channels (including e-mail, hotline, and address) on the company website.
    C. SinoPac Holdings also held training to communicate related whistle-blowing regulations and specific whistleblowing channels with employees.
    (4) Declaring the vision and practice of ethical corporate management
    SinoPac Holdings has disclosed the regulations relating to ethical corporate management (including the "Guidelines for Ethical Corporate Management" and the "Procedures for Ethical Management and Guidelines for Conduct") on the company website to declare the vision of ethical corporate management.

     

  4. Operations of the Ethical Corporate Management Committee
    (1) The 1st-term Ethical Corporate Management Committee consisted of eight (8) members. In 2018, the Ethical Corporate Management Committee held 2 meetings. The attendance of the members is as follows:
    Title Name Number of Actual Attendance (B) Number of Attendance by Proxy Number of Expected Attendance (A) Actual Attendance Rate (%) (B/A) Note
    Convener SCHIVE Chi 2 - 2 100%  
    Member James J. SHEU 2 - 2 100%  
    Member TSAI Ying-Yi 2 - 2 100%  
    Member LIN Yu-Fen 2 - 2 100%  
    Member CHOU Shan-Ying 2 - 2 100%  
    Member WU Chia-Yuan 2 - 2 100%  
    Member HE Zi-Wen 2 - 2 100%  
    Member LU Tsung-Hsun 1 - 1 100% Newly appointed on June 22, 2018.
    Member JUAN Ching-Ju 1 - 1 100% Independent Director of SinoPac Securities, JUAN Ching-Ju did not renew her term of office upon expiration, and she was also dismissed from the Ethical Corporate Management Committee at the same time. Independent Director, LU Tsung-Hsun succeeded her as the member.
    (2) Resolution of the Ethical Corporate Management
    Date Term Agenda Resolution of the Ethical Corporate Management
    2018.5.11 First meeting of the 1st-term Ethical Corporate Management in 2018 Formulation of the "Procedures for Ethical Management and Guidelines for Conduct" of SinoPac Holdings Amendment approved by all members present and submitted to the Board of Directors for resolution.
    Formulation of the "Regulations Governing the Handling of Reporting Cases" SinoPac Holdings Amendment approved by all members present and submitted to the Board of Directors for resolution.
    2018.11.7 Second meeting of the 1st-term Ethical Corporate Management in 2018 Implementation of the minutes at the first meeting of the 1st-term Ethical Corporate Management Reviewed by the Board of Directors of SinoPac Holdings on May 25, 2018; the remainder acknowledged.
    Handled based on
    Regular reports on the handling of whistleblowing cases Handled based on the recommendations of the members; the remainder acknowledged.

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