Corporate governance
- The Board of Directors convened 5 meetings in 2024. The attendance of directors is as follows:
Title | Name | Actual attendance | Attendance by proxy | Actual attendance rate (%) | Remarks |
Chairman | Taiwan First Biotechnology Corp. Representative: Kuan-Han Chen | 5 | 0 | 100% | |
Vice Chairman | Yueshan Investment Co., Ltd. Representative: Ching-Jen Chen | 5 | 0 | 100% | |
Director | NICE Enterprise Co., Ltd. Representative: Michael Chen | 2 | 3 | 40% | |
Director | Fang Tien Enterprise Co., Ltd. Representative: Huai-Hsin Liang | 2 | 3 | 40% | |
Director | Yin-Ji-Li International Consulting Corp. Representative: Hsien-Chueh Hsieh | 5 | 0 | 100% | |
Director | Cunyuan Heye Co., Ltd. Representative: Chih-Chan Chen | 5 | 0 | 100% | |
Independent Director | Yung-Fu Tseng | 4 | 1 | 80% | |
Independent Director | Yung-Chien Wu | 4 | 1 | 80% | |
Independent Director | Wei-Lung Chen | 5 | 0 | 100% | |
Other items to be stated:
I.If the operations of the Board of Directors meets any of the following circumstances, the meeting date, term, contents of proposals, opinions of all independent directors and the Company’s handling of said opinions shall be specified: (I) Matters specified in Article 14-3 of the Securities and Exchange Act: The Company held 5 Board meetings in 2024 and the resolutions are specified in Page 60-62 of the annual report. Matters specified in Article 14-3 of the Securities and Exchange Act were approved unanimously by all independent directors. (II) Any other resolution(s) passed but with independent directors voicing opposing or qualified opinions on the record or in writing: None. II.Directors’ avoidance of proposals involving any conflict of interest; the names of directors, details of the proposals, causes of recusal, and participation in voting shall be disclosed:i. 9th meeting of the 18th Board of Directors on January 25, 2024: During the review of the proposal to renew the appointment of the Company’s advisor, Chairman Kuan-Han Chen, the brother of Kuan-Ju Chen, independent director Yung-Fu Tseng, the father of Chi-Ying Tseng, and the director Ching-Jen Chen, the brother of Ching-Yao Chen, recused themselves and did not participate in the discussion and voting on the proposal due to involvement of their personal interests. ii. 10th meeting of the 18th Board of Directors on March 11, 2024: During the review of the proposal to renew the appointment of Ching-Liang Chen as an advisor, director Ching-Jen Chen, the brother of Ching-Liang Chen, recused himself and did not participate in the discussion and voting on the proposal due to involvement of his personal interests. iii. 13th meeting of the 18th Board of Directors on November 8, 2024: During the review of the proposal to renew the appointment of the Company’s advisor, Chairman Kuan-Han Chen, the brother of Kuan-Ju Chen, independent director Yung-Fu Tseng, the father of Chi-Ying Tseng, and the director Ching-Jen Chen, the brother of Ching-Yao Chen, personnel change for director of Hsien-Chueh Hsieh, recused themselves and did not participate in the discussion and voting on the proposal due to involvement of their personal interests. |
- The Audit Committee convened 5 meetings in 2024. The attendance of independent directors is as follows:
Title | Name | Actual attendance | Attendance by proxy | Actual attendance rate (%) | Remarks |
Independent Director | Yung-Chien Wu | 4 | 1 | 80% | |
Independent Director | Yung-Fu Tseng | 4 | 1 | 80% | |
Independent Director | Wei-Lung Chen | 5 | 0 | 100% | |
Other items to be stated:
I.If the operations of the Audit Committee meets any of the following circumstances, the meeting date of the Board of Directors, term, contents of proposals, resolutions of the Audit Committee and the Company’s handling of said opinions shall be specified. (I) Matters specified in Article 14-5 of the Securities and Exchange Act: In 2024, the Audit Committee of the Company held 5 meetings and the resolutions are specified in Page 40-41 of the annual report. Matters specified in Article 14-5 of the Securities and Exchange Act were approved unanimously by the Audit Committee. (II)Other than those described above, any resolutions unapproved by the Audit Committee but passed by more than two-thirds of directors: None. II. Independent directors’ avoidance of proposals involving any conflict of interest; the names of independent directors, details of the proposals, causes of recusal, and participation in voting shall be disclosed: None. III. Communication between independent directors, internal audit officer and CPAs (e.g. the major matters, methods and results of communication with regard to the financial and business statuses of the Company): (I) Monthly Audit Reports: Audit reports are submitted to the Audit Committee at least once a month. Each report includes follow-ups on the improvement of internal control deficiencies or irregularities. (II) Reports from the Chief Auditor: The Chief Auditor reports on audit activities during every Audit Committee meeting, using the meeting as a platform for communication. (III) Audit Committee Instructions and Inquiries: When the Audit Committee reviews audit reports and has any instructions or questions, the Chief Auditor is informed for further handling. (IV) Regular Communication Between the CPAs and Audit Committee: CPAs regularly communicate with the Audit Committee, including presenting the annual audit plan and audit completion reports. (V) CPAs Attendance at Audit Committee Meetings: CPAs attend Audit Committee meetings to report on the audit results of financial statements or other regulatory impacts on the company. Communication between the independent directors and CPAs is smooth and effective. (VI) Diverse Communication Channels: The Audit Committee maintains effective communication with both the Chief Auditor and CPAs through various means, including video conferencing, phone calls, email, LINE, and fax, ensuring a clear understanding of the company’s financial and operational status. (VII) Transparency and Communication Mechanisms: The transparency of the company’s internal controls and communication mechanisms ensures that independent directors are kept well-informed about the financial and audit conditions. Communication with both the Chief Auditor and CPAs smooth and conducted through diverse channels. IV. Summary of the work focuses of the Audit Committee in 2024: (I) Reviewing the annual audit plan. (II) Reviewing the Q1, Q2, Q3 and annual financial reports. (III) Review of the appointment, competence, and independence of CPAs. (IV) Review of amendments to the internal control system and assessment of its effectiveness. (V) Reviewing internal audit reports and follow-up reports. (VI) Regular communication with the external auditors. |
Audit Committee | Proposal | Objection or reservations by independent director | Resolution Results | Company’s response to Audit Committee’s opinions |
January 25, 2024 2nd Audit Committee, 8th meeting | Matters to be reported: 1.Report on the implementation status of internal audit plan. 2.Communication between CPAs and governance unit. |
None | Acknowledged | Acknowledged |
Matters to be discussed:None. | ||||
March 11, 2024 2nd Audit Committee, 9th meeting | Matters to be reported: 1.Report on the implementation status of internal audit plan. 2.Communication between CPAs and governance unit. |
None | Acknowledged | Acknowledged |
Matters to be discussed: 3. Review of the Company’s 2023 financial statements (including consolidated financial statements). 4. Review of the proposal for distribution of the earnings of 2023. 5. Review of the 2023 “Statement of Internal Control System”. 6. Review of the issuance of common shares for cash capital increase via private placement approved by the 2023 annual shareholders’ meeting, with a proposal to discontinue the issuance in the remaining period. 7. Review of the proposal for issuance of common shares for cash capital increase via private placement. 8. Review of the proposal for assessment of the engagement and independence of the CPAs. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
May 10, 2024 2nd Audit Committee, 10th meeting | Matters to be reported: 1.Report on the implementation status of internal audit plan. |
None | Acknowledged | Acknowledged |
Matters to be discussed: 2. The 2024 Q1 consolidated financial statements, audited by the CPAs. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
August 12, 2024 2nd Audit Committee, 11th meeting | Matters to be reported: 1.Report on the implementation status of internal audit plan. |
None | Acknowledged | Acknowledged |
Matters to be discussed: 2. Review of the 2024 Q2 consolidated financial statements, audited by the CPAs. 3. Reviewed and revised the company’s “Guidelines for Handling Internal Control Systems”. 4. Reviewed the proposed renaming of “Management of Sustainability Development Information” to “Management of Sustainability Information” in the Internal Control System and Internal Audit Implementation Rules, and revised the operating procedures and key controls of the Internal Control System accordingly. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
November 8, 2024 2nd Audit Committee, 12th meeting | Matters to be reported: 1.Report on the implementation status of internal audit plan. |
None | Acknowledged | Acknowledged |
Matters to be discussed: 2. Review of the 2024 Q3 consolidated financial statements, audited by the CPAs. 3. Review of the 2025 audit plan. 4. Reviewed and revised the operating procedures and key controls of the “Management of Insider Trading Prevention” within the Internal Control System, as well as the operating procedures in the Internal Audit Implementation Rules. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors |
Evaluation item | Status | Any variance from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and the reasons | |||||||||||
Yes | No | Summary | |||||||||||
I. Has the Company established and disclosed its corporate governance best practice principles in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? | v | 1. The Company has established the “Corporate Governance Best Practice Principles” in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” on May 12, 2017, and follows the guidelines of the Principles for corporate governance. 2. The time of the amendment to the Principles, including August 13, 2019, January 18, 2022, March 13, 2023, March 11, 2024, and November 8, 2024, were approved by the Board of Directors. 3. All the provisions have been publicly disclosed and disclosed on the Company’s website (https://www.agv.com.tw) and MOPS, for the information of shareholders and stakeholders. 4. The Company has implemented these practices accordingly based on the spirit of the Corporate Governance Best Practice Principles, in order to safeguard the interests of shareholders and stakeholders. |
In compliance with the Best Practice Principles. | ||||||||||
II. Equity structure and shareholders’ equity of the Company | |||||||||||||
(I) Has the Company established internal procedures for handling shareholders’ suggestions, questions, disputes, and lawsuits? Does your company follow such procedures? | v | 1. In addition to engaging a stock agency to handle stock affairs, the Company has also established a dedicated internal system to manage shareholder communication and related affairs. 2. The Company has a spokesperson and deputy spokesperson system in place to ensure that all questions from shareholders or other stakeholders are effectively responded to in all circumstances. 3. The Company has delegated the chief corporate governance officer, shareholders service dedicated personnel, and legal affairs unit to handle related affairs such as shareholders’ suggestions, questions, disputes, and lawsuits, to ensure good interaction between the Company and its shareholders and timely handling of related issues. |
In compliance with the Best Practice Principles. | ||||||||||
(II) Does the Company keep a list of major shareholders actually controlling your company and the ultimate controllers of the major shareholders ? | v | 1. The Company has a stock agency - Capital Securities Corporation, to keep track of the shareholders’ register, and ensure the management and update of the shareholders’ information. 2. The Company regularly reports the changes in shareholdings of directors and insiders on a monthly basis, which helps ensure the transparency of insider shareholdings. |
In compliance with the Best Practice Principles. | ||||||||||
(III) Has the Company established and implemented a system for risk control and firewalls with its affiliates? | v | The operation of the Company and its affiliates is independent from each other and the operation of the Company is conducted based on the internal control system. We have established the “Regulations Governing the Monitoring of Subsidiaries”, participated in important meetings of the affiliates to ensure effective oversight of its operations and decision making, and established the international investment department to actively manage and reduce risks to ensure that collaboration between the Company and its affiliates is smooth and in line with governance standards. | In compliance with the Best Practice Principles. | ||||||||||
(IV) Has the Company established internal regulations that prevent insiders from trading securities using non-public market information ? | v | 1. Article 4 of the “Ethical Management Best Practice Principles” stipulates that: the Company shall comply with related regulations such as the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on the Recusal of Public Servants Due to Conflicts of Interest, and regulations governing TWSE/TPEx listed companies or other laws concerning business activities, as the underlying foundation to facilitate ethical corporate management. The Company’s directors, managers, employees, and de facto controllers of the Company are required to comply with relevant regulations, and also adopt the “Procedures for the Management of Material Insider Information” in order to protect investors and maintain the Company’s interests. 2. The Company provides related information to new directors and insiders and communicates with them to remind them regarding matters requiring attention to ensure directors and insiders understand and comply with the requirements of corporate governance and the law. 3. The regulations and procedures for strengthening stock trading controls to prevent insiders from trading in securities using non-public information. The Company has established its “Corporate Governance Best Practice Principles” and “Procedures for Handling Material Inside Information” in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and stipulated that insiders of the Company shall not trade shares during the 30 days prior to the date of announcement of the annual financial report or during the 15 days prior to the date of announcement of the quarterly financial report. The purpose is to enhance the transparency of the Company, and prevent insiders from using undisclosed financial or other material information to trade stocks, in order to meet the requirements of corporate governance. The following is a list of the Company’s implementation of the annual report before publication:
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In compliance with the Best Practice Principles. | ||||||||||
III. Composition and responsibilities of the Board of Directors | |||||||||||||
(I) Has the Board of Directors established a diversity policy and specific goals of management? Have such policies and goals been implemented ? | v | The Board of Directors plays an important role in corporate governance. It must ensure that the Company and its shareholders are held accountable for the exercise of its powers in accordance with laws, the Articles of Incorporation, and resolutions of shareholders’ meetings. Chapter 3 of the “Corporate Governance Best Practice Principles” has stipulated that the Board of Directors shall be responsible for establishing an appropriate diversity policy, which consists of the following two aspects: 1. Basic conditions and values: Gender, age, nationality, and culture, etc. The purpose is to ensure that the members of the Board of Directors can represent different perspectives and experiences in a diversified manner, and enhance the overall decision-making process of the Board. 2. Professional knowledge and skills: Including professional background (e.g. law, accounting, industry, finance, marketing, or technology), professional skills and industrial experience, all of which can help members of the Board of Directors make effective contribution to the Company’s decisions. Members of the Board of Directors shall possess the necessary knowledge, skills, and experience for performing their duties. To achieve the ideals and goals of corporate governance, members of the Board of Directors must possess the following abilities: 1. Ability in operational judgment. 2. Ability to perform accounting and financial analysis. 3. Ability to conduct management administration. 4. Ability to conduct crisis management. 5. Knowledge of the industry. 6. An international market perspective. 7. Ability to lead. 8. Ability to make policy decisions. The achievement of targets formulated regarding diversification in the abilities of members of the Board of Directors is described as follows: The members of the Board of Directors are from different fields, with food expertise, accounting, lawyer, finance and accounting, and business management expertise. All members demonstrate high professionalism, independence, and diversified professional experience, which meet the requirements of the Board of Directors structure in the Corporate Governance Best Practice Principles. The Board of Directors emphasizes the diversity of professional skills and has performance evaluation indicators to help improve the quality of decision making, and ensure that the Board of Directors can fully exploit its professional knowledge in each field. The members of the Board of Directors of the Company have diversified professional backgrounds, and all the indicators have been achieved in accordance with the diversified goals (with more than 10% of each profession). The expertise of directors can be divided as such: 44.45% have expertise in the food industry, 22.22% in the finance industry, and 33.33% have a legal background. This shows that the Company has demonstrated the ability to select and train a diverse and balanced Board of Directors, successfully established a professional and diversified decision-making team, and strengthened the Company’s corporate governance effectiveness. For the policy of diversity for the composition of members of the Board of Directors and its implementation, please see pages 17–20 of the annual report and the Investor Section – Status of Corporate Governance on the Company’s website (at https://www.agv.com.tw), to obtain more specific information regarding corporate governance operations. |
In compliance with the Best Practice Principles. | ||||||||||
(II) Has the Company, apart from establishing a remuneration committee and an audit committee, voluntarily set up any other functional committee ? | v | The Company has established the Audit Committee and the Remuneration Committee, in order to strengthen corporate governance, improve transparency and ensure a fair remuneration structure. Additionally, to promote the Company’s sustainable development and internal management efficiency, we have established a number of special committees including the Management Strategy Committee, Marketing Management Committee, Total Quality Management Review Committee, Evaluation Committee For Food Science and Technology Personnel, Procurement Committee, Operation Review Commission, Personnel Evaluation Committee and Security Center. They enable the Company to continue innovation and development during its operations. The operation of the committee is in compliance with relevant laws and regulations and the Company’s internal regulations, to ensure compliance, and implement the governance structure and operation mechanism of the Board of Directors. | In compliance with the Best Practice Principles. | ||||||||||
(III) Has the Company established regulations and methods for the evaluation of the performance of the Board of Directors? Does the Company conduct such performance evaluations on a regular basis each year? Are the results of such performance evaluations submitted to the Board of Directors and used as a reference for the remuneration of individual directors and for their nomination or re-election? | v | The Company has established the Board of Directors’ performance evaluation measures, and has also implemented an internal Board of Directors’ performance evaluation in accordance with the measures every year. The evaluation results will be submitted to the Board of Directors for reporting before the first quarter of the next year to ensure the transparency and efficiency of the Board of Directors’ operations. The 2024 Board of Directors’ performance evaluation was completed in February 2024. The evaluation results are as follows: • Average score of the whole Board of Directors: 94.00 • Average score of individual directors: 96.94 • Average score of the Audit Committee: 95.45 • Average score of the Remuneration Committee members: 95.18 The above results are all excellent (90 or above), which shows that the Board of Directors and members of various committees have performed well. The evaluation results were submitted to the 15th meeting of the 18th Board of Directors on March 11, 2025, and acknowledged by the Board of Directors. The Company follows applicable laws and regulations in the process of performance evaluation of the Board of Directors, to ensure the standardization and transparency of corporate governance. The results of the performance evaluation of the Board of Directors of the Company are submitted to the Board of Directors before the first quarter of each year, and the results are used as follows: The reference for individual directors’ remuneration: The results of performance evaluation will be used as an important basis for adjusting directors’ remuneration to ensure that the directors’ remuneration is consistent with their work performance. The nomination of the continuing directors is based on the results of the evaluation, which will also become one of the important references for the nomination of the continuing directors, in order to enhance the overall performance and professionalism of the Board of Directors. |
In compliance with the Best Practice Principles. | ||||||||||
(IV) Does the Company assess the independence of CPAs on a regular basis ? | v | 1. According to the Company Act and Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the independence of CPAs shall be assessed periodically (at least once per year). With reference to Article 47 of the Certified Public Accountant Act and the items for assessment listed in the Standards of Professional Ethics for Certified Public Accountants Bulletin No. 10 “Integrity, Impartiality, Objectivity and Independence”, the CPAs Ling-Wen Huang and Kuo-Ming Li from Crowe Taiwan, engaged by the Company for financial and tax audits in 2025, have met the independence and competence requirements according to the results of assessment conducted by the Company’s accounting department. Also, the CPAs have issued their 2025 CPA independence assessment reports and provided a declaration of independence. 2. The Company has established the following assessments of independence and suitability for the CPAs, including: (1) There is no direct or material indirect financial interest relationship between the CPAs and their dependents and the Company. (2) There is no significant close business relationship between the CPAs and the Company. (3) The CPAs have no potential employment relationship with the Company during the audit. (4) The CPAs and their dependents have not had loans from the Company. (5) The CPAs have not received gifts or gifts of great value from the Company and the Company’s directors and managers (the value of which exceeds the general social custom). (6) The CPAs have not been providing the Company with audit services for seven consecutive years. (7) The CPAs do not hold the Company’s shares. (8) The CPAs, their spouses or dependents, and their audit team have not served as directors, managers, or in positions that have significant influence on the audit operation during the audit period or in the most recent two years, and it is also confirmed that they will not serve the above-mentioned positions in the future audit period. (9) Are the CPAs in conformity with the Norm of Professional Ethics for Certified Public Accountants No. 10 regarding the independence, and have they obtained the “Declaration of Independence” issued by the CPAs. 3. The assessment of independence of the CPAs includes four items: (1) Requirements of the Certified Public Accountant Act. (2) Standards of Professional Ethics for Certified Public Accountants Bulletin No. 1. (3) Standards of Professional Ethics for Certified Public Accountants Bulletin No. 10. (4) Articles 65 and 68 of TWSQM1 concerning the quality control of accounting firms. 4. The CPAs reported to the Audit Committee on the operation of the audit quality indicators, and the resolution of the 14th meeting of the 2nd term of the Audit Committee on March 11, 2025 was passed as proposed, and the resolution of the 15th meeting of the 18th term of the Board of Directors on March 11, 2025 was passed as proposed. All the procedures complied with the relevant regulations and corporate governance requirements. |
In compliance with the Best Practice Principles. | ||||||||||
IV. Does the TWSE/TPEx listed company appoint an appropriate number of competent corporate governance officers and designate a chief corporate governance officer to be in charge of corporate governance affairs (including but not limited to providing the information required for directors or supervisors to perform their duties, assisting directors or supervisors in compliance, managing affairs for Board of Directors meetings and shareholders’ meetings as required by law, and preparing minutes for Board of Directors meetings and shareholders’ meetings)? | v | The Board of Directors has adopted a resolution to appoint a chief corporate governance officer, the position of which is currently occupied by Yue-Tsu Tsai, the manager of the Human Resources Department. Graduated as an MBA from National Chiayi University, she possesses years of practical experience in compliance, operations of the Board of Directors, and stock affairs, meeting the requirements of the Corporate Governance Best Practice Principles. Her main responsibilities are as follows: 1. Managing matters related to the Board of Directors meetings and shareholders’ meetings in accordance with the law. 2. Preparing minutes for Board of Directors meetings and shareholders’ meetings. 3. Assisting directors in taking office and continuing training. 4. Providing the information required for directors to perform their duties. 5. Assisting directors in compliance. 6. Submitting a report to the Board of Directors regarding the result of review on whether the qualifications of independent directors meet the requirements of relevant laws and regulations at the times of their nomination and election and during their term of service. 7. Managing matters related to changes of directors. 8. Other matters described or established in the articles of incorporation or under contract. The following is a description of the key duties performed and the status of continuing training in 2024: 1. Managing matters related to meetings of the Board of Directors, Audit Committee and Remuneration Committee and shareholders’ meetings in accordance with the law. Informing all directors to attend the meeting at least seven days in advance with the provision of sufficient meeting information and preparing minutes of the Board of Directors meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders’ meetings. 2. The update of the latest information on laws and regulations required for the directors to perform their duties. 3. During the 13th meeting of the 18th Board of Directors on November 8, 2024, the Company’s current independent directors reported their professional qualifications and independence. The corporate governance officer reviewed the three independent directors who are currently in office to ensure that they meet the relevant laws and regulations, and also provided a qualifications inspection checklist and statement for independent directors (during their term of office), which the Board of Directors reviewed and approved to ensure that the independent directors maintain their independence and professional qualifications during their term of office in accordance with relevant laws and regulations. 4. Provision of information related to continuing education for directors to assist them in legal compliance. 5. Registration of the date of the shareholders’ meeting each year as required by law, and preparation and filing of meeting notices, handbooks, meeting minutes, and annual reports before the deadline. 6. Matters related to changes in company registration. 7. Matters related to investor relations. 8. Review of the corporate governance evaluation indicators published every year, review of the targets achieved by the Company item by item, and planning for improvements. 9. Amendments to the latest regulations concerning corporate governance, and the submission of such amendments to the Board of Directors for review. 10. Assessment of the purchase of liability insurance for directors and important employees, and reporting its implementation to the Board of Directors. 11. Report to the Board of Directors and the performance evaluation of the Board members and functional committees, and the results of the 2023 Sustainability Report. 12. Completing other related matters set out in the Articles of Incorporation or contracts. 13. In 2024, the chief corporate governance officer attended continuing training courses for a total of 23 hours. |
In compliance with the Best Practice Principles. | ||||||||||
V. Has the Company established channels of communication with stakeholders (including but not limited to shareholders, employees, customers, and suppliers)? Does the Company create a section for stakeholders on its website and give proper responses regarding important issues of corporate social responsibility that concern stakeholders? | v | 1. To achieve sustainable management and development, it is imperative that the Company understand the opinions of stakeholders as an important basis of sustainable development. Besides maintaining interaction with stakeholders in various forms, the Company has also set up a section for external communication on its website: https://www.agv.com.tw/投資人專區/利害關係人專區, allowing stakeholders to contact the Company more easily. 2. The Company’s website has a stakeholder section (including business partners, social welfare organizations, consumers, customers, employees, governments, local communities, non-government organizations, shareholders and other investors, suppliers, public associations, disadvantaged groups, etc.) that provides various information related to stakeholders, such as shareholders’ meeting information, corporate governance, corporate social responsibility, etc., so that stakeholders can easily inquire and interact with the Company effectively. The corporate governance officer is responsible for managing this communication channel to ensure that stakeholders can express their concerns in a timely manner and provide corresponding responses and solutions. 3. The Company will publicly disclose its measures and results in terms of corporate social responsibility (CSR) issues that are of most concern to stakeholders, including environmental protection, employee welfare, social welfare, and other fields. 4. Communication channels Employee relations – Ms. Tsai, Human Resources Department Email: yuehchu@mail.agv.com.tw Stock Affairs Office – Ms. Tsai Email: yuehchu@mail.agv.com.tw Investor relations – Ms. Chang, Accounting Department Email: j77888@mail.agv.com.tw Customer service center – Ms. Chang, Customer Service Center Email: greenbar@mail.agv.com.tw 5. The Company’s 12th meeting of the 18th Board of Directors on August 12, 2024, reported the Company’s “2023 Sustainability Report” to the Board of Directors. The report included the sustainability policy and promotion, risk management, ethical management, climate change, energy management, human rights policy, occupational safety, and communication with stakeholders. The report is intended to outline and implement sustainable operation. |
In compliance with the Best Practice Principles. | ||||||||||
VI. Does the Company engage any professional shareholder services agent to manage affairs for shareholders’ meetings ? | v | The Company has engaged the professional Registrar Department of Capital Securities Corporation to manage affairs for shareholders’ meetings. | In compliance with the Best Practice Principles. | ||||||||||
VII. Information Disclosure : | |||||||||||||
(I) Does the Company set up a website to disclose financial, business, and corporate governance information ? | v | The Company is committed to providing transparent and complete financial and business and corporate governance information, and ensuring that all stakeholders can easily inquire about relevant information. The Company’s website (including the English version) has fully disclosed the financial and corporate governance information of the Company. Website: https://www.agv.com.tw. | In compliance with the Best Practice Principles. | ||||||||||
(II) Does the Company use other means to disclose information (e.g., setting up an English website, assigning specialized personnel to collect and disclose corporate information, implementing a spokesperson system, uploading the proceedings of investor conferences to the Company’s website)? | v | 1. The Company has designated personnel to be responsible for the collection and disclosure of information relating to the Company, ensuring the accuracy, integrity and timeliness of information, in order to meet the requirements of the law and to protect the Company’s image. 2. Spokesperson: Chairman Kuan-Han Chen Deputy Spokespersons: General Manager Chi-Hsiang Chen, COO Chen, Chien-Hua Chen, and Director Hong-Ki Hsiao. 3. Investors can visit the MOPS for information related to the Company’s finance, business, corporate governance, and corporate social responsibility. 4. The video of the investor conference has been disclosed on the Company website at https://www.agv.com.tw, allowing investors and other stakeholders to readily access the latest information of the Company. |
In compliance with the Best Practice Principles. | ||||||||||
(III) Does the Company publish and submit an annual financial report within two months after the end of each fiscal year? Does the Company publish and submit financial reports for the first, second, and third quarters and the monthly status of operations before the required deadline? | v | Publication of the 2024 financial report was completed on March 14, 2025. The Q1, Q2, and Q3 financial reports and information of monthly operations have been submitted for disclosure within the period specified in the Taiwan Stock Exchange Corporation Rules Governing Information Filing by Companies with TWSE Listed Securities and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds of the TWSE. | In compliance with the Best Practice Principles. | ||||||||||
VIII. Does the Company have other important information useful for understanding the status of corporate governance of the Company (including but not limited to employees’ rights, employee care, investor relations, supplier relationships, stakeholders’ rights, continuing training of directors and supervisors, implementation of risk management policies and risk measurement standards, implementation of customer policies, purchase of liability insurance for directors and supervisors by the Company, etc)? | v | 1. The Company values the harmonious labor relations very much and is committed to creating a balanced working and family environment. We believe that employees are the most valuable assets of the Company. Therefore, we have not only established a comprehensive personnel system and promotion system, but also provide comprehensive support and care for employees in all aspects. A. Profit sharing and safe workplace: The Company provides employees with a profit sharing mechanism, so that employees can share the results of the Company’s development, and is committed to creating a safe and pleasant workplace, so that employees can work and grow safely. B. Emergency relief and welfare plans: The Company has an emergency relief plan to meet the needs of employees and their families in case of sudden events, and provides diverse benefits such as cultural and recreational activities and on-the-job training to promote the physical and mental health and self-development of employees. C. Education scholarships and employee health checkups: The Company provides education scholarships to help employees with their career development, and arranges regular health checkups for employees to look after their physical and mental health. D. Care for employees and their families: The Company not only cares for the personal development of employees, but also the happiness of their families. It hopes that employees and their families, friends and relatives can see the Company as their home and be proud of the Company. 2. The Company’s relations with investors: The Company handles matters related to the publication and submission of information to be disclosed in accordance with the relevant regulations issued by the competent authority to timely provide information that may affect investors’ decisions. The Company has appointed a spokesperson, a deputy spokesperson, and a contact person for investor relations to address related matters between the Company and investors, enhancing investors’ trust in the Company’s management while promoting the flow of information and effective communication. 3. Supplier relations include: A. Good and stable supplier relations: The Company maintains good and stable cooperative relations with suppliers, which helps ensure the smooth and efficient supply chain. B. Supplier on-site evaluation: The Company conducts on-site evaluations of suppliers regularly to ensure that the quality of products or services they provide meets the Company’s requirements. C. Supplier factory visits: The Company visits new suppliers and audits their factories to ensure that they meet the Company’s standards. D. On-site evaluation and inspection from time to time: The Company will conduct on-site inspections from time to time to help maintain good supplier management and keep track of the operation of suppliers in a timely manner. E. Sustainable development: In addition to focusing on the immediate performance of suppliers, we also pay attention to the health development of long-term cooperation and the achievement of sustainable goals. 4. Stakeholders’ rights: The Company provides multiple channels for communication and information disclosure, describes the issues of concern for stakeholders in the sustainability report, and respects and protects the legitimate rights of stakeholders. These help build trust and cooperation between the Company and its stakeholders and promote good interaction between them, which in turn drives the Company’s progress towards sustainable development. 5. Continuing training of directors (including independent directors) in 2024: A. Chairman Kuan-Han Chen: The Company participated in the “Corporate Governance and Securities Laws and Regulations - Interviewing the Corporate Governance Roadmap and Practice”, “Analysis of the Application of Corporate Employee Bonuses and Tools”, “2024 Conference on Awareness of Prevention of Insider Trading”. B. Vice Chairman Ching-Jen Chen: Attended “2024 Conference on Awareness of Prevention of Insider Trading” and “2024 Conference on Awareness of Compliance with the Laws Governing Trading of Equity by Insiders”. C. Director Huai-Hsin Liang: Participated in the “Interviews on the Blind Points and Response Measures of the Governance of Information Security,” and “Prevention of Sexual Harassment in the Workplace”. D. Director Kuan-Chou Chen: Participated in the “Precision Control of Sustainable Programs” and “Seminar on Money Laundering Prevention and Ethical Management (and Prevention of Harassment).” E. Director Hsien-Chueh Hsieh: Participated in the “2024 Conference on Awareness of Prevention of Insider Trading” and “ESG Trend and Pandemic Environment Tax Reform and Corporate Tax Governance.” F. Director Chih-Chan Chen: The Company participated in the “Digital Transformation and Latest Information Technology”, “How to Draw a Sustainable Roadmap for Enterprises”, “Board of Directors vs. Management Team”, and “Corporate Governance - Information Security - Personal Information Security Audit”. G. Independent Director Yung-Fu Tseng: The Company participated in the “CDP Taiwan Announcement - New Carbon Era Advocacy” and “2024 Conference on Awareness of Prevention of Insider Trading”. H. Independent Director Yung-Chien Wu: Participated in the “Institutional Investor Forum” and “Precision Control of Sustainability Programs”. I. Director Wei-Lung Chen: Participated in the “Non-financial Accounting Background Directors and Supervisors How to Review Financial Statements”, “2024 Conference on Awareness of Prevention of Insider Trading”, “Anti-money Laundering and Ethical Management Seminar (with Sexual Harassment Prevention)”. 6. Implementation of risk management policies and risk assessment standards: The Company adopts a prudent risk management strategy and does not engage in high-risk, high-leverage investments. This demonstrates the Company’s emphasis on risk management and adheres to the principle of prudence in making investment decisions, giving priority to risk control and capital protection. 7. Implementation of consumer or customer protection policies: The Company has set up a consumer service hotline to actively handle suggestions or complaints from consumers to protect and maintain consumers’ rights and provide them with the best services. The Company is committed to improving consumer satisfaction and its brand image. 8. The Company seeks to protect its directors and managers from possible legal risks arising out of the performance of their duties, and the Company may purchase liability insurance for its directors under Article 26-1 of the Articles of Incorporation. Accordingly, the Company has purchased a one-year liability insurance policy from Shinkong Insurance Co., Ltd., with an insured amount of USD2,000,000. The insurance was approved by the 12th meeting of the 18th Board of Directors on August 12, 2024. |
In compliance with the Best Practice Principles. | ||||||||||
IX. Please specify the status of the improvement made, based on the corporate governance assessment report released by the Corporate Governance Center of TWSE in the most recent year, and the priority corrective actions and measures for any issues that are yet to be rectified: (I) Improvement completed according to the result of evaluation of corporate governance: 1. Where cash dividends are distributed in the year of evaluation, their distribution is completed within 30 days after the ex-dividend date. 2. The Company has formulated and disclosed the internal regulations on the insiders’ trading of securities using the undisclosed information in the market, including (but not limited to) the directors shall not trade their stocks during the period of 30 days before the announcement of the annual financial report, and during the 15 days before the announcement of the quarterly financial report, and the implementation status shall be disclosed in the annual report. 3. The Company’s interim financial reports are approved by the Audit Committee and submitted to the Board of Directors for discussion and resolution. 4. The Board of Directors regularly (at least once per year) assesses the independence and competence of the CPAs based on the Audit Quality Indicators (AQIs), and discloses the evaluation procedures in the annual report. 5. All directors and independent directors have completed continuing training based on the hours specified in the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies”. 6. The Company’s annual report discloses the specific and clear dividend policy. 7. The Company has set up an English website, which includes information related to finance, business, and corporate governance. 8. The Company is invited (voluntarily) to hold at least two institutional investor conferences, and disclose at least two complete video/audio links of the meetings. The Company is also required to hold the first and last investor conferences of the year of evaluation with at least three months in between. 9. The Company establishes a specialized (or designates an existing) department to promote sustainable development, and it conducts a risk assessment of environmental, social, and corporate governance issues related to its operations and establishes relevant risk management policies or strategies based on the principle of materiality, with the Board of Directors responsible for supervising the promotion of sustainable development, and with disclosures on its website and in its annual report. 10. The Company discloses the water consumption and total weight of waste over the previous two years. 11. The Company has established and disclosed in detail on its website a system for reporting illegal (including corruption) and unethical behaviors of both staff and non-staff. 12. The Company’s Board of Directors has approved the sustainability report prepared by the Company. 13. The Company discloses the annual greenhouse gas emissions over the previous two years. 14. The Company has adopted policies for GHG reduction management, including reduction targets, implementation measures, and results of achievement. (II) Priority corrective actions and measures for any issues that are yet to be rectified:1. The Company has established an environmental management system and disclosed the implementation status on the Company’s website, annual reports or sustainable reports. 2. The Company discloses the scope of greenhouse gas emissions and the annual emission volume in the previous year. 3. The Company establishes a specialized (or designates an existing) department to promote sustainable development, and it conducts a risk assessment of environmental, social, and corporate governance issues related to its operations and establishes relevant risk management policies or strategies based on the principle of materiality, with the Board of Directors responsible for supervising the promotion of sustainable development, and with disclosures on its website and in its annual report. 4. The Company discloses the greenhouse gas emissions, water consumption and total weight of waste over the previous two years. 5. The Company adopts a policy on the diversity of members of the Board of Directors, and discloses the specific management targets and status of implementation of the diversity policy on its website and in its annual report. 6. The Company’s interim financial reports are approved by the Audit Committee and submitted to the Board of Directors for discussion and resolution. 7. Starting in 2025, the Company will conduct annual internal evaluations of the performance of the functional committees (must include at least the Audit Committee and the Remuneration Committee), and will disclose the status of implementation and results of evaluation on the Company’s website or in its annual report. |
(1) The Remuneration Committee shall implement the following duties faithfully and submit the proposed motions to the Board of Directors for discussion to fulfill the duty of care as a good administrator:
A. Regularly review the Charter and propose amendment motions.
B. Stipulate and review regularly the compensation policies, systems, standards and structures and performance of directors and managers.
C. Regularly review the remunerations and its amounts to directors and managers.
(2) The Remuneration Committee shall comply with the following principles when performing the above duties:A. The remuneration to directors and managers shall be paid with reference to the business performance with the level of the peers in the practice while considering the time spent by the individual and their responsibilities and performance and the reasonableness of the correlation between the Company’s business performance and future risk.
B. The directors and managers shall not induced to engage in activities involving risk beyond the tolerance limits of the Company in order to pursue monetary reward.
C. The dividend distribution ratio of short-term performance and partial changes in the payment time of remuneration for the directors and senior managers shall be determined based on the characteristics of the industry and nature of the Company’s business.
D. Make sure the remuneration arrangement of the Company meets relevant laws and regulations and is sufficient to attract outstanding talents.
E. The members of the Remuneration Committee shall not engage in the discussion or voting for the determination of their individual remuneration.
Information concerning the operation of the Remuneration Committee(1) The Company’s Remuneration Committee consists of 3 members.
(2) The term of office: From June 24, 2022 to June 23, 2025. The Remuneration Committee held 3 meetings in 2024. The qualifications and attendance of the Committee members are stated as follows:
Title | Name | Actual attendance | Attendance by proxy | Actual Attendance rate (%) | Remarks |
Convener | Wei-Lung Chen | 3 | 0 | 100% | |
Member | Yung-Fu Tseng | 3 | 0 | 100% | |
Member | Yung-Chien Wu | 2 | 1 | 67% | |
Other items to be stated:
I. In the event where the Remuneration Committee’s proposal is rejected or amended by the Board of Directors, please describe the date and session of the meeting, details of the proposal, the board’s resolution, and how the Company handles the Remuneration Committee’s opinions (if the remuneration approved by the Board of Directors was more favorable than the one proposed by the Remuneration Committee, the differences and reasons shall be specified): None. II. For resolution(s) made by the remuneration committee with the committee members voicing opposing or qualified opinions on the record or in writing, please state the meeting date, term, contents of motion, opinions of all members and the company’s handling of the said opinions: None. |
Remuneration Committee | Proposal and follow-up actions | Resolution Results | The Company’s response to Remuneration Committee’s opinions |
2024.1.25 3st meeting of 5th Committee | Review on the proposal for the 2023 distribution of year-end bonus. | The members present at the meeting resolved to adopt 3rd Option and submitted it to the Board of Directors for review. | Approved as proposed by the Board of Directors |
2024.3.11 4nd meeting of 5th Committee | Review on the proposal for the distribution of remuneration to directors and employees in 2023. | Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors |
2024.11.08 5nd meeting of 5th Committee | 1. Reviewed and re-established the company’s “Net Profit Bonus Reward and Penalty Guidelines”.
2. Review the comprehensive salary adjustment plan for 2025 monthly staff (including managers) for the fiscal. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors |
Item | Implementation status | Deviation from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Yes | No | Summary | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
I. Has the Company established a governance framework to promote sustainable development? Has the Company established a specialized (or designated an existing) department to promote sustainable development, which the senior management is authorized by the Board of Directors to manage under the supervision of the Board of Directors?
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V |
The Company established a corporate social responsibility organization in 2015, and changed its name to the Sustainable Development Organization in 2022. The President serves as the convener of the organization, and the Human Resource Department is responsible for the promotion of sustainable development. The promotion unit is set up according to the risks and opportunities of different fields, and is divided into seven categories, namely investors, corporate governance, labor & human rights, supply chain management, channel operators, product responsibility and environmental protection energy. The Human Resource Department conducts regular risk assessments on environmental, social and corporate governance issues related to the Company’s operations in accordance with the principle of the Company’s operations. The Company will base its risk assessment on the risks and opportunities of each topic, and develop feasible risk management policies or strategies, and execute them effectively. The Board of Directors is responsible for supervising the implementation of the organization’s sustainable development, ensuring that relevant tasks are completed successfully and achieving the established goals. The Company discloses the promotion of sustainable development in the annual report every year, and releases related information on the Company’s website to ensure that all stakeholders can clearly understand the Company’s efforts and results in terms of sustainable development. The Board of Directors will review the performance report of the organization for sustainable development at least once a year to evaluate the achievement of the goals, and shall also review the performance in the fields of environmental and social responsibility and corporate governance. The Company intends to submit the “2023 Sustainability Report” to the Board of Directors for reporting, including the sustainability policy and promotion, risk management, ethical management, climate change, energy management, human rights policy, workplace safety, and stakeholder communication. The implementation and review of the report were approved by the 12th meeting of the 18th Board of Directors on August 12, 2024. |
In compliance with the Best Practice Principles.
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II. Does the Company implement the risk assessment of environmental, social, and corporate governance issues related to corporate operation and establish relevant risk management policies or strategies based on the principle of materiality? | V |
The Company conducts the risk assessment of environmental, social, and corporate governance (ESG) issues based on the principle of materiality and established the Security Center in the organization with relevant risk management policies to reduce or prevent the risk of possible damage to the Company. In addition, the Company is able to standardize the response process and take necessary preventive measures promptly to enhance its response ability to ensure the Company’s goal of sustainable management is achieved. 1. Environmental issues: (1) The Company strictly abides by the government’s relevant environmental protection laws and regulations and stakeholders’ concerns, and has formulated various environmental protection regulations. The supervisors at all levels must practice the responsibility of supervision, ensure that all operating activities comply with the requirements of environmental regulations. Through continuous education and training and internal communication, the Company strengthens the employees’ knowledge on the importance of environmental protection, encourages energy conservation and carbon reduction, promotes energy conservation, resource recycling and regeneration, effectively uses limited resources, integrates the environmental management system into the operating process, adopts appropriate production technologies and pollution prevention measures, promotes waste reduction, resource recycling and energy saving plans, and uses resources well, to reduce the impact of products, services and operating activities on the environment. (2) Evaluation of the efficiency of water use has always been the focus of improvement for water conservation. We have been promoting the idea of water conservation in various ways such as posters and slogans, in order to integrate such ideas with every aspect of office life. In addition, water discharged from the filtration process is recycled into cleaner treated water, which is stored and pressurized to be supplied to the factory and used for road cleaning, toilet flushing, and irrigation. The amount of water recycled in 2024 was 11,536 tonnes. (3) Recently, our active promotion of energy conservation has achieved certain results, and we will continue to evaluate the performance of old equipment. If its performance is below the expected value, we will purchase new energy-efficient equipment as replacements to reduce energy consumption and improve the performance of equipment. (4) The evaluation of solar panel installation is expected to be completed in 2025, and its construction is expected to be completed in 2026. (5) Continuing to promote light-weight packaging materials to save energy and reduce carbon. (6) The Company strives to conserve energy, reduce carbon emissions, and develop environmental improvement management programs under the P-D-C-A management model. We establish indicators for items related to power and water consumption, wastewater production, chemical use, waste production, and productivity density during the process with monitoring and control at all times, to achieve reasonable energy and resource use and GHG emissions. 2. Social issues: (1) Labor rights policy: The Company adopts a labor rights policy in accordance with the basic requirements of the Ethical Trading Initiative (ETI). The Company emphasizes fair treatment of employees, prohibits all forms of labor exploitation, and ensures that all employees enjoy basic working conditions and rights. (2) Occupational safety and health management: The Company continues to implement and improve the ISO45001 occupational safety and health management system, and conduct a PDCA (Plan-Do-Check-Act) evaluation of the effectiveness of occupational safety and health management each year, in order to ensure workplace safety and employee health, and to continue to improve the effectiveness of occupational safety and health management systems. (3) Balance between work and family: The Company is committed to providing a safe, healthy, and pleasant working environment, and encouraging employees to maintain a good balance between work and family life. The Company has various benefits to help employees cope with the challenges of life and work, ensuring that employees can achieve the best balance between family and the workplace. (4) Food safety and quality management: The Company has been certified by the Taiwan Food and Drug Administration as a “Food Health Inspection Institution”. As a leader in the domestic food industry in terms of inspection and analysis, the Company actively participates in foods safety protection, adheres to the standards of the ISO17025 certification, and strives to safeguard food safety for the public. (5) Customer satisfaction and product quality: The Company remains committed to the idea of “natural product quality, optimized environmental health, and popularized customer satisfaction”, prioritizing customers’ food safety and always focusing on customers’ needs and safety. (6) Compliance with laws and regulations: The Company has established a regulatory identification management procedure to ensure that all products and services continue to comply with the latest laws, regulations and customer requirements, especially in the field of food safety, where the Company pays close attention to regulatory changes and ensures that all business operations comply with relevant regulations. (7) Establishment of a sustainable supply chain: In addition to quality, delivery time and technical capabilities, suppliers are also required to fulfill corporate social responsibility and work together with the Company to build a sustainable supply chain. The goal is to ensure that suppliers meet the Company’s standards in terms of environmental protection, labor conditions and social responsibilities, and thereby achieve a win-win situation and promote the sustainable development of the entire value chain. 3. Corporate governance issues: (1) The structure and operation of the Board of Directors: The Company’s highest corporate governance body is the Board of Directors, comprised of a total of 9 members (including 3 independent directors). A sound and efficient Board of Directors is the foundation of excellent corporate governance. Members of the Board of Directors are highly concerned about the overall operation of the Company and ensure the effective implementation of the Company’s policies. (2) Internal control and risk management: The Company has established an internal control mechanism to monitor compliance and risk management of all business operations. (3) Stakeholder communication: The Company analyzes the issues of concern to stakeholders every year and establishes effective communication channels. This not only enhances the Company’s brand image, but also helps the Company identify potential risks and opportunities, and optimize the decision-making process. (4) Corporate social responsibility: While realizing sustainable operation and maximizing shareholders’ interest, the Company also pays great attention to consumers’ rights and interests, community environmental protection, and public welfare issues. The Company is committed to fulfilling its corporate social responsibility by actively promoting various measures related to consumers, society and the environment, ensuring that the Company’s business development and social values are complementary. (5) Director liability insurance: The Company purchases director liability insurance for directors to provide protection for directors in the event of legal liability during the performance of their duties, and to ensure that the directors have reasonable control over the risks when performing their duties. (6) Compliance and monitoring of regulations: The Company has established an internal system that covers corporate governance, ethics, and anti-corruption, and ensures compliance with relevant laws and regulations. The Company also continues to monitor and grasp the amendments and changes in laws and regulations, to ensure that the Company’s business operations comply with the latest legal requirements. (7) Information disclosure and transparency: The Company discloses information related to the Company’s business operations and corporate governance information on the Company’s website (https://www.agv.com.tw/), for the reference of shareholders, investors and other stakeholders. The website also announces the channels for reporting of internal and external personnel, and provides confidentiality protection for the files provided by the reporter, to protect the privacy and safety of the reporter. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
III. Environmental issue | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(I) Does the Company create an appropriate environmental management system based on the industrial characteristics of the Company? | V |
1. In accordance with the ISO14064-1:2018 standard, the Company conducts a comprehensive greenhouse gas inventory covering all operating scopes to ensure the Company’s accurate understanding of environmental impacts. The inventory process includes: regularly collecting the Company’s greenhouse gas emissions data during operations, identifying and quantifying various emission sources, setting specific carbon reduction targets, and adjusting environmental strategies based on data analysis. 2. The Company has received accreditation badges for a healthy workplace and health promotion to provide a healthy, safe and comfortable working environment for employees. 3. The Company has established a department dedicated to environmental management to maintain its environmental management systems. The Company has set up an energy-conservation performance system, optimized energy use during the production process, and regularly maintained and upgraded equipment to ensure its operating efficiency. 4. The Company complies with the environmental protection and occupational safety & health laws and regulations, and other requirements. All of the Company’s employees continue to promote improvement in order to effectively control the risk of environmental safety and health in the operating environment and in the process of activities, products or services, prevent accidents, and build a safe and comfortable working environment to protect employee health and wellbeing. 5. The Company continues to promote the ISO14001 and ISO45001 management system, regularly assess and identify occupational health and safety risks, adopt appropriate risk control measures, strengthen the safety facilities and operation specifications in the workplace, reduce the injury or misconduct of operators, and ensure that the Company’s operations meet the requirements of occupational safety and health regulations. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(II) Is the Company committed to achieving more efficient use of energy and using renewable materials with a low impact on environmental burdens? | V |
1. The Company is committed to improving the efficiency of energy use. The energy used by the Company mainly includes steam, electricity, and natural gas. 2. The Company currently has three factories. Compared to 2023, in 2024, the proportion of steam consumption in the production process increased by 7.9%, the proportion of electricity consumption in the main process increased by 5.3%, and the proportion of natural gas consumption increased by 10.8%. In the face of increasing energy consumption, the Company continues to improve product yield and further reduce food waste generation through process optimization and equipment upgrades. At the same time, in order to implement the environmental sustainability concept, the Company actively promotes the introduction of green power and energy storage equipment establishment, in order to strengthen corporate social responsibility while reducing environmental impacts. 3. The Company will continue to promote the environmental protection program to improve its environmental protection performance and also strive to promote energy conservation and carbon reduction, recycling and reuse, protection of water and soil resources, and strengthen the education to employees on the office premises. In addition, the Company also focuses on the improvement of environmental awareness of employees. Through education, training and promotion activities, the Company deepens the concept of sustainability, and implements environmental actions in daily work. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(III) Does the Company assess the present and future potential risks and opportunities arising from climate change for your company? Does the Company take any measures in response to climate-related issues? | V |
1. Given the low carbon emission policy currently implemented in Taiwan, the Company actively introduces a mechanism for analysis and control of production capacity and engages in production under the energy-conservation model. Meanwhile, the Company engages in big data analysis for different products to continue to optimize production processes, reduce carbon emissions, and achieve the goals for an eco-friendly environment. 2. The Company evaluates the impact posed by climate change to the Company’s operations based on the recommendations of the “Task Force on Climate-related Financial Disclosures (TCFD)” published by the Financial Stability Board (FSB). Through regular meetings, the Company works with a team of CPAs and professional consultants to analyze climate risks from a multi-disciplinary perspective, formulate specific response strategies, and implement them through project management in order to fulfill its commitment to sustainable corporate development. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(IV) Does the Company keep statistics on its greenhouse gas emissions, water consumption, and total weight of waste over the previous two years? Has the Company established policies for energy conservation and carbon reduction, greenhouse gas reduction, reduction of water usage, or management of other waste? | V |
Most of the Company’s subsidiaries engage in sales. Therefore, their related disclosures are focused on the Company. (Excluding subsidiaries); the categories for inventory and their data are as follows: 1. Direct GHG emissions (Category 1): Unit: Tonne-CO2e/year
2. Indirect GHG emissions (Category 2): Unit: Tonne-CO2e
Greenhouse gas emissions for both 2024 and 2023 remained consistent, showing no material fluctuation. 3. Indirect GHG emissions (Category 3): Unit: Tonne-CO2e
Transportation-related emissions increased in 2024, primarily due to increased employee headcount compared to 2023. 4. Indirect GHG emissions (Category 4): Unit: Tonne-CO2e
In 2023, waste disposal emissions were higher due to the use of Department of Environmental Protection emission factors for garbage trucks. In 2024, the Company adopted emission factors from the contracted waste collection provider, resulting in an 86.97% reduction in waste-related emissions compared to 2023. 5. Water consumption: Unit: Ton
Water intensity = Water consumption / Operating revenue (in NTD millions). Water consumption in 2024 saw a slight increase compared to 2023, primarily due to the addition of a new production line, which resulted in higher water consumption needs. 6. Gross weight of waste: Unit: Ton
The total amount of waste in 2024 decreased by 9.7% compared to 2023, due to the effect of results of the reduction of plastic packaging materials and waste. In the future, we will achieve recycling and sustainable use of resources via the “3R” environmental protection policy, namely, reduce, reuse, recycle, in order to mitigate environmental damage and pollution. • Short-term target: Our set target is to reduce the amount of waste by 1–3% per year, and we expect to reduce the total amount of waste by 5% by 2025. • Medium-to-long-term target: Our set target is to reduce the total amount of waste by 8% by 2030. 7. The Company is expected to conduct a company-wide (including subsidiaries) inventory of carbon emissions and formulate corresponding reasonable emission reduction plans in 2025. 8. For related environmental protection including energy savings and carbon reduction, water resources management, pollution prevention, and waste management, please refer to the ESG report of the Company. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
IV. Social issue | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(I) Has the Company established relevant management policies and procedures in accordance with the applicable laws and regulations and international human rights conventions? | V |
1. In order to ensure human rights protection, the Company has established its human rights policy with reference to the International Bill of Rights (IBR) and the International Labor Organization’s Declaration of Fundamental Principles and Rights at Work (DFPR) and other internationally recognized human rights standards. The Company’s work rules, reward and punishment system, performance evaluation, gender equality, occupational hazards, etc. are established in accordance with the Labor Standards Act and with reference to international labor conventions, in order to create a friendly, equal and highly efficient working environment. The human resources department carries out, revises and announces employee awareness in accordance with the regulations, to ensure that employees fully understand and comply with relevant labor regulations. 2. Prohibition of child labor and forced labor: The Company has clearly stipulated that it is strictly prohibited to hire child labor and force labor. The Company also prohibits any form of forced labor. In the recruitment process, the Company will ensure that all employees are of the legal age and voluntarily accept the work. To prevent sexual harassment, discrimination and bullying in the workplace, the Company has established clear rules and regulations and publicly announced the “Declaration of Prevention of Sexual Harassment in the Workplace” to provide employees with a safe working environment free of sexual harassment and discrimination. 3. The Company is committed to providing and maintaining a safe, healthy and sanitary work environment, and regularly inspects and improves safety facilities in the workplace in accordance with the requirements of laws and regulations, to ensure the physical and mental health of employees. The Company has also established an occupational safety and health management system to assess and formulate preventive measures for risks in the workplace. 4. The Company values its relationship with employees and has established an effective and transparent communication mechanism internally to ensure that employees can express their needs and opinions. Encouragement and assistance in open communication to promote continuous improvement of the work environment. The Company’s sustainable development report has been published on the official website (https://www.agv.com.tw) and MOPS, and all employees are free to access it. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(II) Has the Company established and implemented reasonable employee welfare measures (including remuneration, leave, and other benefits)? Are the operating performances or results appropriately reflected in the remuneration for employees? | V |
1. HR regulations: The HR regulations of the Company have established a comprehensive system, including the work rules, remuneration management regulations, hierarchical responsibility regulations, subsidy payment standards, attendance standards, promotion and transfer regulations, performance regulations, rules for leave application, performance and year-end bonuses, remuneration for employees, insurance payments, welfare fund, and bonuses for proposed improvements, and regulations for prevention, complaint and handling of sexual harassment. 2. Remuneration system: The design of the Company’s remuneration system is based on an employee’s competency, performance and contribution, as well as his/her position, the salary level of peer companies, the supply and demand of manpower in the market, and the Company’s future operating risks. It includes: Salaries: Determined based on the position of employees, with reference to the peer level and market condition. Bonuses: Based on the actual operation of the Company, when the Company makes a profit, the Company’s operating profit is used to distribute part of the profit to employees to improve the job satisfaction and loyalty of employees. Benefits: If the Company makes a profit in a year, no less than 1% of the profit shall be appropriated as remuneration to employees and the benefits set forth by the Welfare Committee. The Company upholds the principle of harmonious labor relations and is committed to creating a win-win labor relation. 3. According to the Labor Standards Act, the Company has a comprehensive leave system, which is clearly stated in the employee handbook to ensure all employees understand and comply with it. 4. Workplace diversity and equality: The Company values gender equality, equal pay, and equal opportunity for promotion. In 2024, among the Company’s employees, female employees accounted for 56.52%, and female managers accounted for 33.72% of all managers. 5. Other benefits: The Company provides employees with a wide range of benefits, including cash gifts and subsidies; health examinations for employees, free parking lots, lactation rooms, dormitory for migrant workers, profit sharing, cash gifts for retired employees, birthday cash gifts, subsidies for marriage, parental care, children’s education and funeral, maternity, paternity and parental leave, and company gifts, ensuring a comprehensive welfare system for employees. 6. Implementation of employee safety and health measures: The Company values the physical and mental health of all employees, and is committed to creating a healthy and safe working environment, and actively promoting a healthy and safe culture. The Company also conducts regular health checkups for all employees every year, and selects health risks based on the results of the checkup. In the 2024 health examination, screening was conducted for employees with abnormal total cholesterol, low-density cholesterol (LDL), triglycerides, and blood pressure. A total of 103 people were screened. From February 29 to November 21, 2024, the Company completed individual health education and health promotion recommendations for 103 employees to help them understand their own health status and reduce health risks. 7. In recent years, the Company’s operating performances or results have been appropriately reflected in the remuneration for employees (full pay raise in 2023, partial pay raise in 2024, and full pay raise in 2025) to reward employees and encourage them to work together in achieving the Company’s goals. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(III) Does the Company provide employees with a safe and healthy work environment and give safety and health training to employees regularly? | V |
1. The Company has established a complete safety and health work code and has implemented it, and has a dedicated safety and health management organization and management personnel responsible for daily supervision and management. All machinery and equipment are inspected and maintained regularly to ensure that the work environment meets the safety standards. The Company also provides safety training to employees every year to enhance their awareness of possible hazards in the workplace, and strengthens the prevention measures against occupational diseases to create a safe, healthy and comfortable working environment. 2. To ensure the health and safety of employees, the operating environment is monitored regularly twice a year. Improvements are made based on the monitoring results, including adjusting the workflow, improving the ventilation system and using safety equipment, to ensure and maintain the occupational health of employees. 3. In addition to regular occupational safety training, the Company also organizes training courses to enhance employees’ occupational safety awareness. These include: stacker operation training, quality safety and health education training, first-aid personnel training, and fire drills. In addition, the Company also organizes daily seminars to promote communication between employees and management, and to enhance employees’ health knowledge and quality of life. 4. Safety and health training for employees organized in 2024:
5. In 2024, 5 employees suffered work injuries on the way to/from work, and 6 employees suffered work injuries in the workplace. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(IV) Has the Company established an effective plan for development and training of the career abilities of employees? | V |
1. Career development planning for employees: The Company arranges suitable training courses based on the position and future career planning of employees, and based on the work performance and development needs of employees, to help employees understand new technologies, gain new knowledge and improve their overall capabilities. 2. Design and implementation of training courses: A variety of training courses are available, including professional skills, leadership and management ability training, occupational safety and health education, communication ability and ethics training, etc. The different training contents are carried out in different ways, such as external professional lecturers, internal lecturers, online learning or practical exercises, etc., to provide comprehensive development support for employees. 3. Assessment and feedback mechanism: After each training session, the effectiveness is assessed, and a questionnaire is conducted or employees are invited to give their feedback to understand the effectiveness of the training. Based on the assessment results, optimize and improve the training content. 4. Employees’ career development and promotion opportunities; The Company actively provides opportunities for employees to develop their career and promotes employees through internal promotion mechanisms to encourage them to exert their potential. 5. Implementation: The Company’s internal training courses have been attended and well received by most employees. In terms of training effectiveness, most employees can apply what they have learned in practice after participating in the training, and their work performance has also improved. It is also observed that the employees’ career development has significantly improved. Many employees participating in the training demonstrate stronger work capabilities and are successfully promoted to higher positions. 6. The Company’s employee training and development program not only focuses on improving the professional skills of employees, but also on the comprehensive development of employees, providing employees with diversified learning and growth opportunities, and providing long-term support for employees’ career development. The implementation of this program helps the Company and employees to achieve a win-win situation, and promotes the Company’s sustainable development. 7. In 2024, a total of 1,091 employees attended training for a total of 7,134 training hours. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(V) Regarding customer health and safety, customer privacy, marketing, and labeling in relation to products and services, does the Company comply with the applicable laws and international standards? Has the Company established policies and complaint procedures for the protection of consumers or customer rights? | V |
1. Customer health and safety: Customer health and safety are the top priorities of the Company. We strictly abide by food safety laws and international food safety standards (such as ISO22000) and conduct safety inspections and reviews on all products. We regularly conduct risk assessments and quality inspections on products to protect customer health. 2. Customer privacy protection: The Company complies with the Personal Data Protection Act and has established a comprehensive privacy policy to protect customers’ personal data. Data collection, use and storage are only within the scope agreed upon by customers. Employees receive regular data protection training to ensure the compliance of internal processes. The quantitative data and management indicators related to the personal data protection policy in 2024 are as follows: A. In 2024, the total number of employees receiving the employee data protection policy was 40, and the total number of training hours was 93. The number of employees receiving the training accounted for approximately 7% of the total number of employees. The pass rate of the post-training test was 100%. C. No violation of the Personal Data Protection Act occurred in 2024. 3. Marketing and labeling; the Company follows the principle of honesty in marketing to ensure that all product labels are clear and accurate. All product labels are designed in accordance with food safety regulations, and the Company has developed dedicated standard operating procedures to ensure compliance with relevant regulatory requirements. The Company’s product labeling is reviewed by a professional team responsible for reviewing food safety and health regulations to ensure that all product labels comply with government regulations, including nutrition labeling, ingredient labeling, etc., to ensure that consumers can obtain transparent and accurate product information. In addition, the team reviews product labeling in accordance with health certifications, international awards, organic, green, and clean marks to further enhance product transparency and market credibility. 4. R&D innovation and technology investment: Having spared no effort in its investment in food safety and R&D innovations, the Company has strived to ensure all of its products meet the requirements of national food laws and regulations, and has continued to utilize more manpower and resources for upgrade its own regulations to enhance its capacity for self-inspection. The Company maintains control of food additives with designated personnel, department and records, and has received international food safety certifications. The Company received approval of its application for the “Project on Encouragement by the Department of Industrial Technology, MOEA for Domestic Businesses to Establish R&D Centers in Taiwan” to promote the plant-based milk technology of AGV. This is an honor for AGV as it builds a reliable brand image. 5. Service improvement and feedback mechanism: The Company can optimize services or improve products based on the opinions of consumers through the 0800 hotline service. The Company optimizes the service flow based on the problems reported by consumers, improves the training and service quality of employees, and requires the customer service center to respond to customers within 24 hours after receiving customer complaints. The response rate in 2024 reached 95%. 6. Preventing fraud and misleading behavior: The Company organizes regular employee education and training programs to help them understand ethical standards, fraud prevention policies and relevant laws and regulations; employees should have the ability to identify frauds and respond correctly; and ensuring that suppliers can also comply with the same ethical standards and legal regulations; continuous supervision of all business processes of the Company; and timely discovery and correction of any potential frauds or misbehavior to prevent any form of fraud or dishonesty. 7. The Company complies with international standards and regulations: In addition to complying with domestic regulations, all factories of the Company have passed the ISO22000 and FSSC quality system certifications (100% pass rate) to establish and maintain high-standard products and service quality, not only enhancing the brand image, but also helping to protect the interests of consumers. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(VI) Has the Company established any supplier management policy that requires suppliers to comply with relevant regulations with regard to issues of environmental protection, occupational safety, and health or labor rights. What is the status of its implementation? | V |
1. In order to strengthen the mechanism for sustainable management of suppliers, the Company will conduct on-site evaluation of its suppliers in accordance with the Regulations on Good Hygiene Practices for Food and the Regulations on Food Safety Control Systems to ensure its suppliers meet relevant health and safety standards and continue to improve themselves. 3. The Company will conduct supplier evaluations and source inspections and provide audit guidance from time to time, and will require suppliers to implement the relevant requirements in the daily management of their food supply chains, to ensure the performance of suppliers in all aspects meet the Company’s standards. 4. 4. In 2024, an evaluation was conducted for a total of 198 suppliers (188 were rated A, 8 were rated B, 0 was rated C, and 2 were rated D). The two non-conforming suppliers were paper straw manufacturers trading with the Company for the first time. Due to the incompatibility of paper straw molds and on-site machinery, the purchased products were not applicable. Subsequently, technical exchanges and counseling were conducted between the Company and the suppliers, and the products provided in the second half of the year were in line with the Company’s needs. The two suppliers are now qualified. The information of business and factory registration of the suppliers is in compliance with the regulations, and the suppliers have registered in accordance with the “Regulations Governing the Category and Scale of Food Businesses Who May Commence Their Business Operations After Applying for Registration and the Date of Implementation”, while meeting the food hygiene requirements. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
V. Does the Company prepare an ESG report or other reports that disclose non-financial information of the Company in reference to internationally accepted report preparation guidelines or guides? Is there any third-party verification unit’s assurance or verification opinion acquired for the above-mentioned reports? | V |
1. The sustainability report has been prepared in accordance with the 2021 Universal Standards published by the GRI in 2021, as well as the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”, the frameworks of the Task Force on Climate-related Financial Disclosures (TCFD), and the standards of the Sustainability Accounting Standards Board (SASB). 2. The Company has engaged Crowe Taiwan to provide independent limited assurance in accordance with the Standards on Assurance Engagements No. 3000 “Assurance not Classified as an Audit or Review of Historical Financial Statements” issued by the Accounting Research and Development Foundation. The independent limited assurance was provided in accordance with the Standards on Assurance Engagements No. 1 “Assurance not Classified as an Audit or Review of Historical Financial Statements”, and its result can be downloaded from AGV’s website for review. |
In compliance with the Best Practice Principles.
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VI. If the Company has established its own sustainable development best-practice principles based on the “Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies,” please describe the status, and any deviation thereof from said Principles: The Company has been in compliance with the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”, and the report does not indicate any material differences. At the end of August 2024, the Company disclosed the 2023 sustainability report on the Company’s website and the MOPS for public access. |
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VII. Other information useful to the understanding of the sustainable development implementation: 1. . The product commitment of “For a Healthy Tomorrow” is the cornerstone of AGV. Whether in terms of product traceability and tracking, simple formulas, or the use of clean labeling, the Company always insists that natural products provide the health, flavor, and sustainability that consumers demand. 2. We have established a Sustainable Development Organization, supported by our management in mobilizing manpower and corresponding resources to achieve the integration of corporate social performance (CSP) and corporate financial performance (CFP), with CFP sustaining CSP in the short term and CSP promoting CFP in the medium to long term. The whole team works together to promote the mission of corporate sustainability. 3. AGV’s Food Factories 1, 2 and 3 have acquired a number of internationally recognized certification systems including ISO22000 and HACCP. 4. We are committed to providing a safe, healthy and harmonious workplace for employees to achieve work-family balance. We also actively enhance the professional skills and abilities of our employees, and assist them to grow and prosper together with the Company. 5. We have continued to increase investment in software, hardware, and intellectual property to enhance our overall competitiveness and innovation capability. 6. In 2024, the Company received the following domestic and foreign awards: Instant oat powder for Premium Oat Drink (Original) won one-star Superior Taste Award; Oat Milk with Peanuts won one-star Superior Taste Award; Instant oat powder for Premium Oat Drink (Original) won Monde Selection Gold Award; Sweet Chili Sauce won Monde Selection Gold Award; Unsweetened Activate Green Tea won Monde Selection Gold Award; Premium Oat Drink (Original) won Monde Selection Gold Award; Tube Savory Rice Pudding won Monde Selection Bronze Award; Tube Savory Rice Pudding received Eatender certification; Premium Oat Drink (Original) received Anti-Additive (A.A.) Three Stars certification (6th year); Instant oat powder for Premium Oat Drink (Original) won three-star A.A. Taste Award (organized by A.A.); Premium Oat Drink (Original) won three-star A.A. Taste Award (organized by A.A.); Honey Oat Drink won three-star A.A. Taste Award (organized by A.A.); Premium Oat Drink (Maca-Zinc) won two-star A.A. Taste Award (organized by A.A.); Unsweetened Activate Green Tea won two-star A.A. Taste Award (organized by A.A.); Tube Savory Rice Pudding won Good Awards for Grain Food Products; Polyphenol Buckwheat Drink was nominated for Good Awards for Grain Food Products; Tube Sticky Rice Cake won one-star Food Innovation Award – Food and Beverage Innovations. 7. The Company has actively engaged in social charity activities, such as the organization of beach or mountain cleaning activities, the selection of road sections for greening and maintenance, and assistance in the development of leisure activities, to have a positive influence on society. 8. The Company’s contribution to society not only includes monetary donations but also investments in manpower, donations of items, and service provisions. The main contents of various social activities are summarized as follows: a. By establishing an energy-saving performance system, AGV is striving to optimize its manufacturing processes and enhance competency training for production line personnel and equipment maintenance to further improve the production efficiency of equipment. Moreover, AGV is enhancing employees’ awareness of energy conservation and carbon reduction, which can not only effectively reduce GHG emissions, but also decrease operating costs from the perspective of sustainable corporate development. b. As of the date of publication of the annual report, the money and supplies donated and visits conducted by Company are as follows: Dinner party for Double Ninth Festival organized by Minxiong Township’s Fule Community; 4th Art and Culture Exhibition and Charitable Carnival organized by Spinal Cord Injury Association of Chiayi County; charitable carnival “A Warm New Year: Happy You&Me Bazaar” organized by Chiayi Branch Office of Taiwan Fund for Children and Families; parent-child walking and charitable carnival organized by Chung Yi Social Welfare Foundation; National Cheng Kung University’s open badminton tournament; dragon boat race organized by Chiayi County; road running event “2024 Run for the Golden Tiger” organized by Hsin Kang Feng Tian Temple of Chiayi County; 18th Christmas card writing event organized by Nice Prince Hotel of Chiayi City; charity bazaar “2024 Generation of the Infinite” organized by Kaohsiung Branch Office of Taiwan Fund for Children and Families; “Elementary School Storytelling Competition” organized by Paramitas Foundation, etc. The total value of donated goods for the year 2024 amounted to approximately NT$889,000. The recipients included disadvantaged groups, local government agencies, students, and temples. 9. For other related important information, see the relevant information in the section for sustainable development on the Company’s website (www.agv.com.tw/企業社會責任之使命).www.agv.com.tw/企業社會責任之使命)。 |
In the face of increasingly severe climate change globally, the resulting effects and impacts are issues which businesses must take seriously. Besides meeting the environmental requirements of national policies, we also hold meetings to discuss the risks arising from climate change, analyze future strategies in response to such risks though the perspectives of different fields and engage in project-based management to fulfill the spirit of sustainable development.
Given the existing production policy oriented toward low carbon emission adopted in Taiwan, we analyze and control our production capacity and engage in production under the energy-conservation model. Meanwhile, we engage in the analysis and adjustment of big data by product categories to reduce carbon emissions and achieve the objectives of al friendliness. Based on the recommendations of the “Task Force on Climate-related Financial Disclosures” (TCFD) issued by the Financial Stability Board (FSB), we assess the impact posed by climate change to us and identify climate-related risks and opportunities to adopt corresponding measures in response to such risks:
1、Implementation of Climate-Related Information
Item | Implementation status | ||||||||||||||||||||||||
1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities. | Regarding the governance of climate change risks, the President is responsible for coordinating and leading the Sustainable Development Organization in controlling related issues. Under the Sustainable Development Organization, several sub-committees have been formed for risk management and issue assessment, in order to reduce the risks and impact caused by climate change to our sustainable management. | ||||||||||||||||||||||||
2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). | The Company actively develops solutions to reduce the impact of climate change on its operations and finances to improve the organization’s climate resilience.
The Company has assessed the aforementioned risks, and identified the climate-related risks and opportunities that may cause significant financial effects, as well as the response strategies:
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3. Describe the financial impact of extreme weather events and transformative actions. | Financial effects of extreme climate events: Floods caused by typhoons or heavy rain will lead to the suspension of operations at the business locations and equipment damage, resulting in a half in shipments in the short term. Droughts or water shortages will affect the normal operation of the production line. In the event of water shortage, the Company must reduce the consumption of water, engage in cross-region water transportation by water trucks, or purchase from other manufacturers to maintain supply, resulting in an increase in operating and transportation costs.
Financial effects of transition actions: The transition to a low-carbon economy may face a wide range of changes in policies and regulations, technology and market. Based on the nature, speed and focuses of such changes, within the time range of analysis, carbon fees and GHG capping, renewable energy regulations, and changes in consumer preferences may increase operating costs or reduce sales. The Company has introduced energy-saving and carbon reduction projects to minimize the climate impact of energy, water, and waste consumption from operations and supply chains. We enhance energy use efficiency, invest in green energy equipment and engage in the R&D and innovation of green products to meet consumer needs in response to these transition risks. These projects have a financial impact on the consolidated company, which will result in an increase in the Company’s capital investment and operating costs. |
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4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | A Risk Management Task Force is formed by the R&D, QC, manufacturing, procurement, financial, audit and industrial safety departments. It is tasked with conducting an overall assessment of climate change risks based on the duties of the departments to enhance our knowledge of the relevant issues and provide decision makers with a basis of reference to formulate strategies in response, such as a comprehensive inventory of the power restoration and storage system and the establishment of emergency response procedures, with the purpose of dealing with unexpected power shortages and mitigating our operating losses. In terms of production, we hold management meetings from time to time and continue to adjust and control our production and sales volumes to facilitate inventory management and reduce inventory costs. Additionally, to improve the quality of raw materials and maintain stable sources of supply, we will seek cooperation from contract farming and secondary suppliers to minimize shortages of materials caused by climate change, hoping to reduce their impact and effect on our operations. At the same time, we conduct energy consumption inventories to reduce and control the consumption of water, energy and resources, and to further recycle and reuse usable resources. | ||||||||||||||||||||||||
5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. | The Company has yet to conduct scenario analysis and assessment in the current year. | ||||||||||||||||||||||||
6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. | The Company has not yet established a transition plan for managing climate-related risks. | ||||||||||||||||||||||||
7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. | The Company has not yet used internal carbon pricing as a planning tool in the current year.
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8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. | The Company has not yet set any climate-related targets for the current year. |
9. GHG inventory and assurance status, reduction targets, strategies, and specific action plans. |
(1) GHG inventory and assurance status of the Company in the most recent two years
A. Greenhouse Gas Inventory Information
Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data coverage of greenhouse gases in the most recent 2 fiscal years.
Item | 2023 | 2024 | |
The Company | Scope 1: Direct GHG emissions (Tonnes CO2e)2e) | 1,762.1271 | 1693.3526 |
Scope 2: Direct GHG emissions (Tonnes CO2e)2e) | 5,971.7458 | 5441.6045 | |
Scope 3: Other indirect GHG emissions (Tonnes CO2e)2e) | 2,318.9511 | 1,784.4304 | |
Total emissions (Tonnes CO2e) | 10,052.8240 | 8,919.3875 | |
Intensity (Tonnes CO2e / NTD million in revenue) |
2.48 | 2.12 | |
All subsidiaries included in the consolidated financial statements | Scope 1: Direct GHG emissions (Tonnes CO2e)2e) | 2,004.0971 | |
Scope 2: Direct GHG emissions (Tonnes CO2e)2e) | 2,753.2538 | ||
Scope 3: Other indirect GHG emissions (Tonnes CO2e)2e) | 1,881.2368 | ||
Total emissions (Tonnes CO2e) | 6,638.5877 | ||
Intensity (Tonnes CO2e / NTD million in revenue) |
1.58 | ||
Total Emissions (Tonnes CO2e) | 10,052.8240 | 15,557.9752 | |
Intensity (Tonnes CO2e / NTD million in revenue) |
2.48 | 3.70 |
B. GHG Assurance Information
Describe the assurance status for the most recent two years and up to the date of publication of the annual report, including the scope of assurance, assurance provider, assurance standards, and assurance opinion: Not applicable.
(2) GHG reduction targets, strategies, and specific action plans
Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets.
Water resource management:
The Company has set 2023 as the base period.
- • Short-term target: The expected target is to achieve a 3% reduction in water consumption by 2025.
- Mid- to long-term targets (after 2025):
- A. Creating an eco-friendly and energy-saving environment, and increasing the efficiency of resource use.
- B. Following the energy management policy, and the participation of all employees in energy conservation and carbon reduction.
Energy management: (Improve energy efficiency, reduce environmental impacts, and adopt ISO50001 or other internationally recognized energy management systems)
- Short-term target: The expected target is to achieve a 3% reduction in energy consumption by 2025.
- Mid- to long-term targets (after 2025):
- Continuing to replace old equipment in the plants with new energy-saving equipment to reduce energy consumption.
- Purchasing a certain amount of green electricity to reduce GHG emissions.
Waste management:
- Short-term target: The expected target is to achieve a 5% reduction in total waste volume by 2025.
- Mid- to long-term targets (after 2025):
- Continuing to enhance production technologies to reduce waste from the source.
- B. Following the waste recycling management policy, and the participation of all employees in waste recycling and sorting.
GHG reduction baseline year and targets:
- Short-term target: The set target is to reduce GHG emissions by 1% annually, with a cumulative reduction of 3% by 2025.
- Medium-to-long-term target (after 2025): The expected target is to achieve a 5% reduction in GHG emissions by 2030.
GHG reduction strategies and specific action plans
Using 2023 as the baseline year, an inventory of our internal GHG emissions is considered fundamental to carbon management, as it allows the Company to understand its GHG emissions profile. A GHG inventory not only verifies the accurate amount of emissions, but also helps identify areas and opportunities for reduction. In 2024, the Company conducted a company-wide GHG inventory to facilitate the development of reasonable and feasible improvements targeting major sources of emissions.
Evaluation item | Status | Deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies and reasons thereof |
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Yes | No | Summary | ||||
I. Establishment of ethical management policies and plans | ||||||
(I) Has the Company established any ethical management policy adopted by the Board of Directors? Do the regulations and external documents of the Company specify the policy and practices of ethical management and the commitments by the Board of Directors and the senior management to actively implement the ethical management policy? | V | The Company has established the “Ethical Corporate Management Best Practice Principles” and will make adjustments in accordance with the law and business needs. The Company publicly disclosed the 2023 Sustainability Report in August 2024, which contains a detailed description of the corporate ethical management philosophy and the establishment of a comprehensive corporate governance and risk control mechanism to create a business environment for sustainable development. The Company also insists on preventing unethical behavior, including refusing to accept hospitality, gifts, kickbacks, embezzlement of funds or other unlawful benefits. In addition, the Company has disclosed the “Ethical Corporate Management Best Practice Principles” and related regulations on the MOPS and the Company’s website for stakeholders to inquire at any time. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
(II) For the risk of unethical conduct, does the Company establish an assessment mechanism and regularly analyze and assess the business activities within its business scope which are possibly at a higher risk of being involved in unethical conduct to establish preventive solutions that at least cover the conduct specified in each subparagraph under Paragraph 2 in Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies”? | V | When establishing the preventive program, the Company will analyze activities within its business scope which are likely to have a higher risk of unethical behavior and enhance related preventive measures, including the prevention of offering or accepting bribes or illegal political donations, improper charitable donations or sponsorships, other improper benefits, infringement of trade secrets, trademark rights, patent rights, copyrights and other intellectual property rights, and of unfair competitive practices. In addition, the Company will ensure that the development, procurement, manufacturing, provision or sale of products and services will not directly or indirectly damage the rights, health and safety of consumers or other stakeholders. The implementation of preventive measures in 2024 is as follows: 1. In 2024, 6 sessions on food safety awareness were organized. 2. In 2024, 18 sessions on food protection were organized. 3. In 2024, 21 sessions on compliance were organized. 4. In 2024, the tracking of 121 products required by law was completed, and their traceability data was uploaded to the platform “Food Tracebook”. 5. In 2024, all food and beverage factories of the Company acquired a number of internationally recognized certification systems including ISO 22000 and HACCP. 6. In terms of food safety management system, the Company has received the CAS, TQF and HACCP certifications. In 2007, the Company became the first food manufacturer in Taiwan to receive the ISO22000 certification of SGS (SGS Taiwan Limited). 7. All plants of the Company have received: ISO22000/FSSC22000 certification. |
In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
(III) Does the Company specify and implement the operating procedures, guidelines of behavior, penalties for violations, and complaint system in the plan for prevention of unethical behavior? Is the foregoing plan reviewed and amended on a regular basis? | V | The Company upholds the principle of honesty and ethical management, and follows the requirements of the “Ethical Corporate Management Best Practice Principles”. Any violation of the ethical management principles will be punished according to the law. The title and name of the violator, date of violation, content of violation, and the status of its handling will be published on the Company’s internal website. We have also implemented a complaint system. The status of implementation of ethical management is regularly disclosed on the Company’s website, annual report, and prospectus. The content of the “Ethical Corporate Management Best Practice Principles” is disclosed on the MOPS and is regularly reviewed and amended. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
II. Implementation of ethical management | ||||||
(I) Does the Company assess the history of the integrity of its business counterparties? Does the contract between the Company and a business counterparty include any provision governing ethical behavior? | V | To ensure that our business counterparties engage in ethical management, most of the Company’s customers and suppliers are well-known companies. Their ethical management information can be acquired via the website of MOEA or other channels, where we can query the operating status of our suppliers, or we require them to provide relevant evidence of their compliance with laws and regulations. The Company will also explain the supplier selection principles of fairness, openness, and transparency to the suppliers. In addition, we strengthen the integrity clauses in a contract, which are reviewed by the Legal Affairs Office, Audit Office and President’s Office, and we stipulate that the Company may terminate or revoke the contract in the event of any violation of ethical management requirements. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
(II) Does the Company set up any unit under the Board of Directors that is responsible for the promotion of corporate ethical management and that gives a report to the Board of Directors regarding its ethical management policy and unethical behavior prevention plan and their supervision and implementation on a regular basis (at least annually)? | V | 1. The Company’s Audit Office is responsible for promoting ethical management and implementing related measures in accordance with the Ethical Management Best Practice Principles. The Board of Directors may audit the establishment and implementation of the ethical management policy through its audit function. The Chief Auditor attends and reports relevant activities at Board of Directors meetings while reporting regularly to the independent directors. 2. Employees may express opinions to and communicate with the management, Human Resources Department, and Audit Office via multiple channels, including internal e-mail, employee opinion mailbox, and the Company’s website. 3. In 2024, there were 0 cases reported externally or internally, and no major unethical behavior occurred. |
In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
(III) Has the Company established any policy for the prevention of conflict of interest, provide any appropriate channels for representation, and implement such policy? | V | 1. The Company established the “Procedures for the Management of Material Insider Information” The procedures specify that a director, manager, or employee knowing material inside information shall not disclose the known information to others nor may they inquire about or collect any non-public material inside information of the Company not related to their individual duties from a person with knowledge of such information or disclose to others any non-public material inside information of the Company of which they become aware for reasons other than the performance of their duties. 2. The Company has established a comprehensive internal audit system and a mechanism for opinion, communication and risk management to maintain effective operation of the internal control system, prevent conflicts of interest, and provide effective communication channels, which contribute to maintaining the fairness, transparency and efficiency of the Company’s operations and preventing potential issues or risks. 3. In case any proposal at a meeting of the Board of Directors involves those with conflicting interests, the emcee will announce the names of those requiring recusal and the reasons for their recusal before reading the proposal, and will again remind these stakeholders to recuse themselves. The minutes of the Board of Directors meeting will record in detail the specific circumstances of the avoidance of conflicting interests and the process of recusal of the members concerned. 4. In 2024, the Board of Directors held 5 meetings in accordance with the Rules of Procedure for the Board of Directors. |
In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
(IV) Has the Company established effective accounting and internal control systems to ensure the implementation of ethical management? Does the internal audit department establish any relevant audit plan based on the results of the assessments of the risks of unethical behavior? Does the Company, in accordance with the foregoing plan, conduct an audit of the compliance with the unethical behavior prevention plan, or engage a CPA to conduct such audit? | V | Committed to implementing ethical management, the Company has established effective accounting and internal control systems that are able to ensure the accuracy and transparency of financial information, and the CPAs are responsible for auditing the related accounting statements and records. For internal auditing, the status of compliance is audited according to the annual audit plan established based on the result of risk assessment. In 2024, 60 audit cases were completed with the issuance of audit reports. The effectiveness of the design and implementation of the internal control system is ensured by the annual self-evaluation of internal control with the issuance of a statement on the internal control system, which is reviewed and approved by the Audit Committee and then approved by a resolution of the Board of Directors. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
(V) Does the Company organize internal and external training sessions on ethical management on a regular basis? | V | Specific measures regarding the Ethical Corporate Management Best Practice Principles are not only disclosed on the Company’s website to help employees make the right choice whenever they face ethical or integrity problems, but also during the new employee training and common management courses, where ethical values are promoted to ensure the core ethical values of the Company’s culture are fully implemented. In 2024, a total of 80 persons attended training courses on issues related to ethical management and took post-training tests, with an achievement rate of 100%, indicating employees’ high-level recognition of the ethical management principles. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
III. Operations of the whistleblowing system of the Company | ||||||
(I) Has the Company established specific systems for whistleblowing and rewards? Has the Company established any convenient whistleblowing channel and appointed any appropriate person to handle the case of a reported person? | V | The Company has set up a section for “Employee’s Opinion and Real-time Feedback” and the President’s mailbox, and established a whistleblowing system for violations of business ethics, so that employees, suppliers, shareholders and other related persons can report illegal or unethical behavior, including corruption, bribery, fraud, etc. The whistleblower system is published on the Company’s website to ensure that all insiders and outsiders can clearly understand the operating guidelines of the system, how to submit a report, and the handling process after the receipt of a report. The system also ensures the confidentiality of the identity of the whistleblower and prevents the occurrence of retaliation, encouraging more people to report improper behavior. Any employee violating the requirements of ethical management of the Company will be punished depending on the severity of the violation in accordance with the “Regulations Governing Reward and Punishment of Employees”. The President and the manager of the Human Resources Department are designated to address such violations. Website: www.agv.com.tw/投資人專區/公司治理專區/違反從業道德行為檢舉系統; Email: yuehchu@mail.agv.com.tw |
In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
(II) Has the Company established standard operating procedures for investigation of cases reported by whistleblowers, including subsequent measures required after the completion of investigations and the relevant confidentiality measures? | V | The “Ethical Management Best Practice Principles” specify that in the event that any material violation or likelihood of material damage to the Company is found upon investigation, the designated personnel or department handling whistleblowing reports shall immediately prepare a report and notify the independent directors or supervisors in writing. In addition, the “Employee Rules” have specified standard operating procedures for investigation of whistleblowing reports and relevant confidentiality mechanisms, and have adopted measures to protect whistleblowers from improper retaliation as a result of whistleblowing. There was no reported case in 2024. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
(III) Does the Company take measures to protect whistleblowers from improper retaliation as a result of whistleblowing? | V | The “Ethical Management Best Practice Principles”, complaint regulations, and employee rules established by the Company have adopted measures to protect whistleblowers from improper retaliation as a result of whistleblowing. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
IV. Enhancement of information disclosure | ||||||
Does the Company disclose the contents of its ethical management principles and the results of their promotion on its website and the Market Observation Post System? | V | The Company has disclosed the information related to corporate governance on its website and the MOPS, so that shareholders, investors and other stakeholders can understand the status of its corporate governance. Website: https://www.agv.com.tw The Company has also disclosed its ethical management philosophy in its sustainability report, demonstrating its commitment to ethical management, as well as its emphasis on corporate social responsibility and sustainable development. |
In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
V. Where the Company has established its own principles of ethical management in accordance with the “Ethical Corporate Management Best-Practice Principles for TWSE/GTSM Listed Companies”, the differences between the operations of the Company and such principles must be described: The Company has established the “AGV Products Corporation Ethical Management Best Practice Principles” based on the Ethical Corporate Management Best-Practice Principles for TWSE/GTSM Listed Companies promulgated by TWSE, and has disclosed the Ethical Management Best Practice Principles on the Company’s website. (Website: https://www.agv.com.tw) while implementing them accordingly without any discrepancy. |
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VI. Other important information useful for understanding the status of ethical management at the Company: (e.g., review and amendment by the Company of its ethical management principles) 1.The Company integrates the “Ethical Corporate Management Best Practice Principles” with employee performance evaluations and human resource policies to ensure the implementation of integrity in business operations. 2. The Company consistently adheres to the principles of ethical business conduct, ensuring compliance with various legal regulations such as the Company Act, Securities and Exchange Act, Act Governing Food Safety and Sanitation, relevant TWSE/TPEx regulations, the Anti-Corruption Act, and the Government Procurement Act. These serve as the foundation for ethical management. In terms of employment policies, the Company prioritizes integrity and character, and emphasizes anti-corruption mechanisms such as job rotation. No incidents of corruption, bribery, or extortion have occurred within the organization. 3. The Company continues to promote corporate sustainability and upholds its vision of “Making Tomorrow Healthier,” emphasizing the importance of sound governance. 4. The Ethical Corporate Management Best Practice Principles were established in May 2017 and were first amended in August 2019. |
To establish the management system, complete the organizational function and build labor-management harmony, the Company has established the work rules to regulate the behavior of employees. The description is as follows:
1. Employees shall faithfully fulfill their duties and comply with all regulations of the Company to ensure the business confidentiality.
2. When doing business with external parties on behalf of the Company, employees shall take a modest attitude instead of being proud and damaging the image of the Company.
3. Employees shall keep their integrity, respect other’s personality and help each other to jointly achieve the business objectives of the Company.
4. Employees shall be honest in their daily behavior and shall not involve in conduct that may do harm to the reputation of the Company, such as being licentious or extravagant, visiting prostitutes or gambling.
5. Employees shall perform their duties as practical as possible instead of being afraid of difficulties, avoiding or delaying their work without any reason.
6. Employees shall have innovative spirits to seek for work efficiency.
7. Employees shall inspire themselves by studying and discipline.
In order to build a good working environment and protect the safety and health of employees, the Company engages in the management of labor safety and health in accordance with the law:
1. To maintain the security of its factories, the Company has contracted a security company, with access control and strict monitoring systems in place during daytime and nighttime and on holidays.
2. The Company engages a professional organization to inspect and report on the public safety of buildings every two years.
3. To ensure the safety and health of the workplace, the Company has established a dedicated division and appointed dedicated personnel at the Labor Safety and Health Office in accordance with the law.
4. The Company communicates safety and health requirements and safe operating standards on a periodic or non-periodic to be followed by its employees to achieve the goal of zero workplace accidents.
5. The Company conducts working environment monitoring of the workplace on a semi-annual basis.
6. To maintain the integrity of facilities, daily inspections and follow-ups on improvement are conducted by safety and health management officers.
7. In accordance with the Regulations Governing Occupational Safety and Health, the Company conducts periodic inspections on electrical equipment, forklifts, fixed cranes, freight elevators, pressure vessels and other equipment.
8. In accordance with the Fire Services Act, the Company inspects fire safety equipment and fire evacuation facilities on a monthly basis, conducts maintenance of fire safety equipment and submits a report thereon annually, and organizes training drills for self-defense fire safety teams twice a year to reduce the risks of personal and property losses.
9. Each year, the Company organizes annual health and pre-employment physical examinations for employees, and cooperates with health authorities in providing services of mobile mammography screening, Pap test, bone density test and cancer screening.
10. To protect the physical and mental health of employees and prevent the risk of occupational illness, the Company conducts questionnaire surveys regarding the prevention of ergonomic hazards, the prevention of unlawful harms during the performance of duties, and the prevention of illnesses induced by abnormal workload.
11. To build a safe and healthy working environment, the Company follows the ISO 45001 occupational safety and health management system and complies with legal requirements.
Succession Planning for Board Members and Key Management Personnel
The company, from a sustainable operation perspective, regularly conducts both scheduled and unscheduled employee training, job rotations to cultivate versatile and outstanding talents and leadership cadres. It assigns significant positions and challenges, and through analysis of employee satisfaction surveys, it is observed that employees apply their learning to their work, thereby enhancing the department's and company's operational performance. The promotion channels are well-established and smooth, aiming to attract, motivate, develop, and retain talents to accomplish the company's organizational mission.
The candidate database is built based on the following criteria:
1. Professional knowledge and skills
2. Work quality (efficiency, accuracy, etc.)
3. Time management skills
4. Teamwork mindset
5. Communication and coordination skills
6. Risk management awareness
7. Crisis management capabilities
8. Leadership skills
9. Innovative thinking abilities
10. Development potential
11. High degree of loyalty to the company