Integrity Management Operating Procedures and Conduct Guidelines
Established purpose and scope of application
The company engages in business activities based on the principles of fairness, honesty, trustworthiness and transparency. In order to implement the integrity management policy and actively prevent dishonest behavior, this operating procedure and behavioral guide are formulated in accordance with the company's integrity management code to specifically regulate the company's personnel in executing business Things to note when doing so.
Operating principles
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- Suitable The company personnel referred to in these operating procedures and behavioral guidelines refer to the directors, managers, employees, appointees and persons with substantial control capabilities of the company and group companies and organizations. Any improper benefits provided, promised, requested or accepted by our company personnel through a third party shall be presumed to have been done by our company personnel.
- dishonest conduct The term "dishonest conduct" as mentioned in these operating procedures and conduct guidelines refers to the company's personnel directly or indirectly providing, accepting, promising or requesting any improper benefits in order to obtain or maintain benefits in the course of business execution, or engaging in other violations of good faith or illegal activities. or breach of fiduciary duty. The objects of the conduct in the preceding paragraph include public officials, political candidates, political parties or party officials, as well as any public or private enterprises or institutions and their directors (directors), supervisors (supervisors), managers, employees, persons with substantial Controller or other interested parties.
- Interests The interests mentioned in these operating procedures and conduct guidelines refer to money, gifts, gifts, commissions, positions, services, preferential treatment, kickbacks, facilitation payments, entertainment, entertainment and other valuable things in any form or name.
- Responsible units and responsibilities The company designates the administrative department of the head office (hereinafter referred to as the company's dedicated unit) to handle the revision, implementation, interpretation, consulting services, registration and filing of notification content and other related operations and supervision of these operating procedures and behavioral guidelines. It is mainly responsible for the following matters: and regularly report to the Board of Directors: (1) Help integrate integrity and moral values into the company's business strategy, and cooperate with the legal system to formulate relevant anti-fraud measures to ensure honest operations. (2) Formulate plans to prevent dishonest behavior, and formulate standard operating procedures and behavioral guidelines related to work business in each plan. (3) Plan the internal organization, establishment and responsibilities, and establish a mutual supervision and check-and-balance mechanism for business activities with higher risks of dishonest conduct within the business scope. (4) Promotion and coordination of integrity policy publicity and training. (5) Plan the reporting system to ensure the effectiveness of its implementation. (6) Evaluate whether the preventive measures established for the implementation of honest management are operating effectively, and regularly evaluate the compliance status of relevant business processes and prepare reports. (7) Produce and properly preserve the integrity management policy and its compliance statement, implementation of commitments and implementation status and other related documented information.
- Prohibition of providing or receiving improper benefits When the company's personnel directly or indirectly provide, accept, promise or request benefits stipulated in Article 4, except for the following circumstances, they shall comply with the provisions of the "Code of Integrity Business" and this operating procedure and conduct guide, and in accordance with relevant After completing the procedure, you can do the following: (1) Based on business needs, when visiting, receiving foreign guests, promoting business and communicating and coordinating domestically (overseas), it is done in accordance with local courtesy, practices or customs. (2) Participate in or invite others to participate in normal social activities based on normal social etiquette, business purposes, or to promote relationships. (3) Customers are invited or invited to participate in specific business activities, factory visits, etc. due to business needs, and the cost payment method, number of participants, accommodation level and duration of the previous activities have been clearly determined. (4) Participate in folk festivals that are held publicly and invite the general public to participate. (5) Rewards, assistance, condolences or condolences from supervisors, etc. (6) Providing or accepting money, property or other benefits from people other than relatives or frequent friends; or providing artificial gifts to a large number of company personnel, the total market value of which is within the scope of general social norms or normal etiquette.
- Procedures for accepting unfair benefits When our company personnel encounter another person directly or indirectly providing or promising to provide benefits stipulated in Article 4, except for the circumstances stipulated in the previous article, the following procedures shall be followed: (1) If the person providing or promising the offer or promise has no professional interest in him or her, he or she shall report the offer or promise to his immediate supervisor within three days from the date of acceptance, and notify the company's dedicated unit if necessary. (2) If the person making the offer or promise has an interest in his or her position, the offer or promise should be returned or rejected, and reported to his or her direct supervisor and the company’s dedicated unit; if the offer or promise cannot be returned, the applicant should submit this document within three days from the date of acceptance. The company's dedicated unit handles it. The term "interested relationship with one's position" as mentioned in the preceding paragraph refers to a person who has one of the following circumstances: (1) Those with relationships such as business dealings, command and supervision, or expense subsidies (awards). (2) Those who are seeking, conducting or entering into contract, sale or other contractual relationships. (3) Others who will be favorably or adversely affected by the decision, execution or non-execution of the company's business. The dedicated unit of the company shall, depending on the nature and value of the benefits mentioned in the first item, propose refunding, payment acceptance, return to the public, transfer to charity or other appropriate suggestions, which shall be reported to the chairman of the board for approval before implementation.
- Prohibition on Facilitation Payments and Processing Procedures The Company shall not offer or promise any facilitation payments. If our company personnel provide or promise facilitation payments due to threats or intimidation, they should record the process and report it to their immediate supervisor, and notify the company's dedicated unit. The company's dedicated unit should handle it immediately after receiving the notice mentioned in the preceding paragraph and review the relevant situation to reduce the risk of recurrence. If any illegal activity is discovered, the judicial authorities should be notified immediately.
- Processing Procedures for Charitable Donations or Sponsorships The company's charitable donations or sponsorships should be handled in accordance with the following matters. They can only be made after Chairman Chen Bao approves and informs the company's dedicated unit. The amount exceeds NT$100,000 and should be submitted to the board of directors for approval. : (1) It shall comply with the provisions of the laws and regulations of the place of operation. (2) Decisions should be recorded in writing. (3) Charitable donations should be made to charitable institutions and should not be bribery in disguise. (4) The rewards that can be obtained from sponsorship are clear and reasonable, and must not be the company's business dealings or persons with interests in the company's personnel. (5) After making a charitable donation or sponsorship, it should be confirmed that the purpose of the money flow is consistent with the purpose of the donation.
- avoidance of benefits The company's directors, managers and other interested parties attending or attending the board of directors who have an interest in the matters of the board of directors meeting, or themselves or the legal persons they represent, shall explain the important content of their interests to the current board meeting. If it is harmful to the company, When interests are at stake, they are not allowed to participate in discussions and voting, and they should recuse themselves from discussions and voting, and are not allowed to exercise their voting rights on behalf of other directors. Directors should also exercise self-discipline and support each other appropriately. When a company employee discovers a conflict of interest with himself or the legal person he represents when performing company business, or a situation that may allow him, his spouse, parents, children, or his or her interested parties to gain illegitimate benefits, he or she shall report the situation to the police. Relevant matters shall be reported to the direct supervisor and the company's dedicated unit at the same time, and the direct supervisor shall provide appropriate guidance. Company personnel shall not use company resources for commercial activities outside the company, and shall not affect their work performance by participating in commercial activities outside the company.
- Organization and Responsibilities of Confidentiality Mechanism The company has set up a dedicated unit responsible for formulating and implementing operating procedures for the management, preservation and confidentiality of the company's business secrets, trademarks, patents, works and other intellectual property. The implementation results should be reviewed regularly to ensure the continued effectiveness of its operating procedures. Company personnel shall strictly abide by the relevant operating regulations on intellectual property in the preceding paragraph and shall not disclose the company's business secrets, trademarks, patents, works and other intellectual property that they know to others, and shall not inquire or collect non-duty-related company business secrets, trademarks, works, etc. Intellectual property such as patents and works.
- It is prohibited to engage in unfair competition practices When the Company engages in business activities, in accordance with the Fair Trade Act and relevant competition regulations, it is not allowed to fix prices, manipulate bids, limit output and quotas, or share or divide the market by allocating customers, suppliers, operating areas or business types, etc.
- Prevent products or services from harming stakeholders The company collects and understands the relevant laws and international standards that the products and services it provides should abide by, and summarizes and announces matters that should be paid attention to, so as to encourage the company's personnel to be involved in the research and development, procurement, manufacturing, provision or production of products and services. Sales process to ensure information transparency and security of products and services. The company formulates and publishes on the company website a policy to protect the rights and interests of consumers or other stakeholders to prevent products or services from directly or indirectly harming the rights, health and safety of consumers or other stakeholders. When there are reports in the media or there are facts that prove that the company's products and services pose a risk to the safety and health of consumers or other interested parties, the company should immediately recall the products or stop their services, investigate whether the facts are true, and file a complaint Review improvement plans. The company’s dedicated unit shall report to the board of directors the aforementioned situation, its handling methods and subsequent review and improvement measures.
- Prohibition of Insider Trading and Confidentiality Agreement Other institutions or personnel participating in the company's mergers, splits, acquisitions, share transfers, important memorandums, strategic alliances, other business cooperation plans or important contracts should sign a confidentiality agreement with the company and promise not to disclose anything they know about the company. Trade secrets or other important information to others, and the information may not be used without the consent of the Company.
- Follow and declare the integrity management policy The company discloses the integrity management policy in internal regulations, company website or other literature, and declares it at product launches, legal person briefings and other external activities in a timely manner so that its suppliers, customers or other business-related institutions and personnel can clearly understand it. Its integrity management philosophy and norms.
- Integrity management assessment before establishing business relationship Before establishing business relationships with others, the company should first evaluate the legality, integrity management policies of agents, suppliers, customers or other business partners, and whether they have any records of dishonest behavior to ensure that their business operations are fair. , be transparent and will not ask for, offer or accept bribes. When the company conducts the assessment referred to in the preceding paragraph, it may adopt appropriate verification procedures to review its business dealings with the following matters to understand the status of its honest operations: (1) The country, location of operations, organizational structure, operating policies and payment location of the enterprise. (2) Whether the enterprise has formulated an honest management policy and its implementation. (3) Whether the place where the enterprise operates is a country with a high risk of corruption. (4) Whether the business operated by the enterprise is an industry with high risk of bribery. (5) The long-term operating conditions and goodwill of the enterprise. (6) Consult its business partners for their opinions on the enterprise. (7) Whether the enterprise has ever been involved in any record of dishonest behavior such as bribery or illegal political donations.
- Explain the integrity management policy to business partners In the process of engaging in business activities, the company's personnel should explain the company's integrity management policy and relevant regulations to the transaction partners, and clearly refuse to directly or indirectly provide, promise, request or accept any form or name of improper benefits.
- Avoid dealing with dishonest operators Company personnel should avoid engaging in business transactions with agents, suppliers, customers or other business partners who engage in dishonest behavior. If any business dealings or cooperation partners are found to have dishonest behavior, they should immediately stop business dealings with them and call them They are listed as objects of refusal to implement the company's integrity management policy.
- Contract stipulation and honest management When the company signs a contract with another person, it should fully understand the other party's integrity management status when necessary, and incorporate the company's integrity management policy into the terms of the contract. The following matters may be stipulated in the contract: (1) When either party learns that someone has violated the terms of the contract prohibiting the acceptance of commissions, kickbacks or other improper benefits, it shall immediately and truthfully report the identity of such personnel, the manner of providing, promising, requesting or receiving, the amount or other improper benefits. Inform other parties of interests, provide relevant evidence and cooperate with other parties’ investigations. If one party suffers damage as a result, he may claim damages from the other party, and the full amount may be deducted from the contract price payable. (2) If any party is involved in dishonest conduct in business activities, the other party may unconditionally terminate or terminate the contract at any time. (3) Set clear and reasonable payment contents, including payment methods, relevant tax regulations that need to be complied with, etc.
- Handling of company personnel involved in dishonest behavior The company encourages internal and external personnel to report dishonest or inappropriate behavior and has formulated "Corruption Reporting Procedures". If the whistleblower case is verified to be true, in addition to being handled in accordance with laws or relevant company regulations, the whistleblower will be provided with appropriate rewards and rewards based on the severity of the whistleblower case. If internal personnel make false reports or make malicious accusations, they will be subject to disciplinary sanctions, and in serious cases, they will be dismissed. The company has established and announced an internal independent reporting mailbox on the company website and internal website for use by internal and external personnel of the company. The whistleblower should provide at least the following information: (1) The name and ID card number of the whistleblower may also be reported anonymously, as well as the address, phone number, and email address where the whistleblower can be contacted. (2) The name of the person being reported or other information sufficient to identify the identity of the person being reported. (3) Specific evidence available for investigation. The relevant personnel of the Company who handle the reporting situation shall keep the identity of the reporting person and the content of the reporting confidential, and the Company promises to protect the reporting person from being improperly dealt with due to the reporting situation. The company's dedicated unit handles reports according to the following procedures: (1) If the report involves ordinary employees, it should be reported to the department head. If the report involves a director or senior supervisor, it should be reported to the chairman of the board.
- Dealing with others who engage in dishonest behavior towards the company When a company employee encounters someone else engaging in dishonest behavior against the company, and if the behavior involves illegality, the company should notify the judicial and procuratorial organs of the relevant facts; if a public agency or public servant is involved, the company should also notify the government's anti-corruption agency.
- Internal publicity, establishment of rewards and punishments, grievance system and disciplinary sanctions The company's dedicated unit organizes an internal promotion once a year, arranging the chairman, general manager or senior management to convey the importance of integrity to directors, employees and appointees. The company incorporates honest management into employee performance appraisal and human resources policies, and establishes a clear and effective reward, punishment and grievance system. The Company shall dismiss or dismiss any Company personnel who have serious breaches of integrity in accordance with relevant laws or in accordance with the Company's personnel regulations. The Company will disclose on the internal website, depending on the seriousness of the case, information such as the title, name, date of violation, content of the violation and handling of the person who violated integrity.
3. Supplementary Provisions
Matters not covered in these regulations will be handled in accordance with relevant government laws and regulations or other personnel management regulations of the company.
4. Method of promulgation
These Measures shall be promulgated and implemented after approval by the General Manager. The same shall apply when revised or abolished.
Five, version
These measures were enacted on March 14, 113, the Republic of China.
Lu, accessories
1. Statement on Integrity Management Policy (MRG-09-01)
2. Letter of Commitment to Employee Integrity and Integrity Code (MRG-09-02)
Create a culture of hot dip galvanizing
Safeguard the world's limited resources
With the business philosophy of "Integrity, Quality, Innovation, and Service", Taiwan Plating pursues steady development, improves operating efficiency, creates value maximization as the shared goal, and fulfills its corporate social responsibilities.
臺鍍科技股份有限公司
tg co., ltd.
20+
核心技術
35+
業界深耕
10000+
客戶肯定
臺鍍科技股份有限公司
tg co., ltd.
20+ core technologies
45+ years of entrepreneurship
10,000+customers affirmed
Create a culture of hot dip galvanizing
Safeguard the world's limited resources
With the business philosophy of "Integrity, Quality, Innovation, and Service", Taiwan Plating pursues steady development, improves operating efficiency, creates value maximization as the shared goal, and fulfills its corporate social responsibilities.
Create a Hot-Dip galvanizing culture and safeguard the world’s limited resources
Head office
- 2nd Floor, No. 117, Section 1, Heping East Road, Daan District, Taipei City
- TEL / (02)2561-7665
- FAX / (02)2712-3686
- E-MAIL / info.tg@tgnet.com.tw
Hot-Dip galvanize
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