Ethical Corporate Management Best Practice Principles

Last Updated: 2020/05/07

Article I: (Purpose of establishment and scope of application)

This set of principles was instituted in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies" announced by Taiwan Stock Exchange Corporation and serves as a guideline to nurture a corporate culture of business integrity and sustainable development for the Company.

The Principles shall be abided by directors, managers, employees, mandataries, and other entities with actual ability to control the Company (hereinafter referred to as the "Actual Controllers"). The aforementioned individuals and entities hereinafter are referred collectively to as the "Company Professionals".

This set of principles is applicable to the Company, subsidiaries of the Company, non-profit organizations to which the Company directly or indirectly donates more than 50% of funding or any other institutions or corporate bodies it controls.

Article II: (Prohibition of unethical practices)

Company Professionals shall not directly or indirectly offer, promise, request or accept illicit benefits in any form in the course of business engagements, or, act in breach of trust, illegally, or the obligation under trust for seeking or keeping benefit (hereinafter referred to as "unethical practices").

The aforementioned targets shall include civil servants, candidates in political elections, political parties or political party apparatus, and any other enterprises or institutions in the public and private sectors and their directors, supervisors, managers, employees, parties under dominant control, or any other Related

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Parties.

Article III:

(Forms of interest)

Benefits as specified in this set of principles refer to any object

or matter of high value, including money, gifts, commissions,

offering of positions, service, preferential treatment, and

kickbacks in whatever forms or under whatever titles, except for

common practices as customs and social interaction that are

incidental and do not affect specific rights and obligations.

Article IV:

(Compliance)

The Company and Company personnel shall duly observe the

Company Act, Securities and Exchange Act, Business Entity

Accounting Act, Political Donations Act, Anti-Corruption Act,

Government Procurement Act, Act on Recusal of Public Servants

Due to Conflicts of Interest, applicable legal rules for listing on

TWSE or for regulating commercial behavior as fundamental

conditions for the proper enforcement of business integrity.

Article V:

(Policy)

The Company maps out its corporate policy on the basis of

sincerity under the corporate philosophy of integrity,

transparency, and accountability,

and has developed a viable

system for corporate governance

and risk control to establish an

environment

for corporate sustainability.

Article VI:

(Preventive

Measures)

The Company has instituted the procedures for the prevention of unethical practices, the code of conduct and training on the basis of this set of principles and with reference to standards and guidelines commonly practices at home and abroad. This set of principles denote the important notice to all in performing their duties in compliance with applicable legal rules.

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Article VII: (Scope of Ethical Corporate Management Best Practice Principles) In the preparation of preventive plans, the Company shall analyze areas of business operations that entail high risk of unethical practices, and include the following:

  1. Accepting and offering bribes.
  1. Offering illegal political donations.
  1. Improper charity donations or sponsorship.

IV. Offering or accepting unreasonable gifts, receptions or any other illicit benefits.

  1. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.

VI. Engaging in unfair competitive practices.

VII. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.

Article VIII: (Promise and Execution)

The Company shall announce its policy of business integrity on the official website, in the annual report and related documents for external circulation. The Board and executive level management shall promise to pursue the policy under due diligence and properly enforce it in internal management and external business activities.

The Company shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retain said information properly.

Article IX: (Integrity in business operations)

The Company shall conduct business in a fair and transparent manner, and shall do business in conformity to applicable legal rules governing competition. The Company shall not fix the price,

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manipulate bidding, limit the production volume and distribution, or share or divide the market through allocation of customers, suppliers, business regions or business types.

Before proceeding with any business transaction, the Company shall consider the legitimacy of contractors, suppliers, customers and other business partners confirm if there is any record of unethical practices and avoid engaging in business with parties that have a record of unethical practices. When entering into an agreement with a third party, the Company shall include its business integrity policy as an integral part of the agreement. In addition, the Company shall also specify in the agreement that in the event of any breach of business integrity by the trading counterparty, the Company can terminate or discharge the provisions of the agreement at any time.

Article X: (Prohibition of bribery)

In the course of business, Company personnel shall not directly or indirectly offer, promise, demand or accept illicit benefits of any form, including kickbacks, commissions, finder fee, or, offer or accept illicit benefits from customers, contractors, suppliers, civil servants, or any other Related Parties unless otherwise permitted by the law in the place of operation.

Article XI: (Prohibition of illegal political contributions)

Company personnel may make donations to political parties or organizations or individuals participating in political activities directly or indirectly in compliance with the Political Donations Act, and related internal procedures of the Company. There shall be no political donations as an attempt to seek business interest or advantage in trade.

Article XII: (Prohibition of improper charity donations or sponsorship) Company personnel may make charitable donations or offer sponsorship only in compliance with applicable legal rules and

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the internal operational procedures of the Company, and shall not use such donations or sponsorship as covert bribery.

Article XIII: (Prohibition of unreasonable gifts, receptions or other forms of illicit benefit)

Company directors, managers and employees are strictly prohibited from demanding any gifts, special offers or preferential treatment directly or indirectly from current or potential suppliers, contractors, or customers, including special and extravagant meals or other forms of reception unrelated to business or customary practice. Company personnel shall not accept any gift of special offer from any supplier, contractor, or customer except where the offering is in accordance with local customs and common courtesy and the value is below NT$2,000, or, the gifts bear the logo of related companies and is presented as a souvenir or free items for business promotion. If the offering is cash, explain the policy and regulations of the Company and politely decline the offer. If rejection is impossible, surrender the items to the dedicated unit for further action. Company personnel shall not accept any price or gifts from related firms at celebrity events unless otherwise made known to the head of the function in advance and in writing. Company personnel shall not seek loans from, or leases with or without compensation, or any other forms of financing from suppliers, contractors and customers that have a business relationship with the Company. Company personnel on business trips (official business) shall not accept any improper invitation to a banquet or reception or an invitation to a banquet or reception that will substantiate an act of corruption by the individual concerned. The life style and behavior of personnel on business trips (official business) reflects on the Company and caution is required.

Article XIV: (Prohibition against infringing intellectual property rights) Company Professionals shall comply with applicable laws and regulations, the Company's internal operational procedures, and

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U-Ming Marine Transport Corp. published this content on 04 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 July 2022 05:52:04 UTC.