Corporate governance Corporate governance
Operation status of the Board of Directors
1.The Board of Directors convened 6 meetings in 2022. 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 | 6 | 0 | 100 | |||||||||||||||||||||||||||||||
Vice Chairman | Yueshan Investment Co., Ltd. Representative: Ching-Jen Chen | 3 | 0 | 100 | New elected on June 24, 2022 | ||||||||||||||||||||||||||||||
Director | NICE Enterprise Co., Ltd. Representative: Michael Chen | 3 | 0 | 100 | New elected on June 24, 2022 | ||||||||||||||||||||||||||||||
Director | Fang Tien Enterprise Co., Ltd. Representative: Huai-Hsin Liang | 2 | 1 | 67 | New elected on June 24, 2022 | ||||||||||||||||||||||||||||||
Director | Yin-Ji-Li International Consulting Corp. Representative: Hsien-Chueh Hsieh | 6 | 0 | 100 | |||||||||||||||||||||||||||||||
Director | Cunyuan Heye Co., Ltd. Representative: Chih-Chan Chen | 6 | 0 | 100 | |||||||||||||||||||||||||||||||
Independent Director | Yung-Fu Tseng | 5 | 1 | 83 | |||||||||||||||||||||||||||||||
Independent Director | Yung-Chien Wu | 6 | 0 | 100 | |||||||||||||||||||||||||||||||
Independent Director | Wei-Lung Chen | 6 | 0 | 100 | |||||||||||||||||||||||||||||||
Vice Chairman | NICE Enterprise Co., Ltd. Representative: Ching-Jen Chen | 3 | 0 | 100 | Dismissed on June 24, 2022. | ||||||||||||||||||||||||||||||
Director | Chen Ten-Tao Cultural and Education Foundation Representative: Michael Chen | 2 | 1 | 67 | Dismissed on June 24, 2022. | ||||||||||||||||||||||||||||||
Director | Kuo Cheng Investment Development Corp. Representative: Huai-Hsin Liang | 1 | 2 | 33 | Dismissed on June 24, 2022. | ||||||||||||||||||||||||||||||
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 6 Board meetings in 2022 and the resolutions are specified in Page 81-85 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) 1st meeting of the 18th Board of Directors on June 24, 2022: 1.During the discussion on the appointment of members of the Remuneration Committee, the independent directors Yung-Fu Tseng, Yung-Chien Wu, and Wei-Lung Chen recused themselves and did not participate in the discussion and voting on the proposal due to involvement of their personal interests. 2. During the discussion of the new appointment of Kuan-Hao Chen by the Company, the director Ching-Jen Chen, a lineal relative of Kuan-Hao Chen, recused himself and did not participate in the discussion and voting on the proposal due to involvement of his personal interests. (II) 3rd meeting of the 18th Board of Directors on November 10, 2022: During the review of the proposal for purchasing the shares of IBF Financial Holdings Co., Ltd., independent director Wei-Lung Chen, who served as a director of IBF, and director Kuan-Chou Chen, who was a director of IBF, recused themselves and did not participate in the discussion and voting on the proposal due to involvement of their personal interests. (III) 4th meeting of the 18th Board of Directors on January 10, 2023: 1.During the review of the proposal to renew the appointment of the Company’s advisor, independent director Yung-Fu Tseng, the father of Chi-Ying Tseng, Chairman Kuan-Han Chen, the brother of Kuan-Ju Chen, and the director Ching-Jen Chen, the brother of Ching-Tan Chen and Ching-Yao Chen, recused themselves and did not participate in the discussion and voting on the proposal due to involvement of their personal interests. 2. During the review of changes in the senior management of the Company, director Ching-Jen Chen, a lineal relative of Vice President Kuan-Hua Chen and Chief Director Hsuan-Hui Chen, recused himself and did not participate in the discussion and voting on the proposal due to involvement of his personal interests. (IV) 5th meeting of the 18th Board of Directors on March 13, 2023: 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.TWSE/TPEx listed companies shall disclose information including the cycle, period, scope, method and items of the self-evaluation (or peer review) for the Board of Directors and specify the implementation of the evaluation for the broad of directors: (I) According to the Rules for Performance Evaluation of Board Directors of the Company, an annual internal performance evaluation for the Board of Directs is conducted every year and the evaluation result is submitted to the Board of Directors before Q1 of the following year. The cycle, period, scope, method, items and results related to the evaluation in 2022 is as follows: 1.The cycle, period, scope, method, and items of evaluation:
2.The evaluation is conducted in the form of internal questionnaires based on the operation of the Board of Directors and self-participation evaluated by the director. The secretariat of the Board will then collect and summarize the statistic results and then submit them to the Board of Directors. 3.The 2022 evaluation of the performance of the Board of Directors and its members was completed in February 2022. The result indicated an average score of 97.78 for the internal self-evaluation of the Board of Directors and an average score of 98.47 for the internal self-evaluation of individual directors, both of which were “Excellent”. The directors strongly agreed that the evaluation indicators met the requirements of corporate governance, as well as effectively strengthened the functions of the Board of Directors and maintained shareholders’ interests. The result was submitted in a report to the 5th meeting of the 18th Board of Directors on March 13, 2023, and was acknowledged by the Board of Directors. 4.The Company fully discloses the Rules for Performance Evaluation of Board Directors and the Board’s and Board members’ evaluation results on the Market Observation Post System, in the Company’s annual report and on the Company’s website. IV.Goals of strengthening board functions (e.g. setting up an audit committee or improving information transparency) in the current or most recent year and the implementation status:(I)The Company has established the Audit Committee, composed of three independent directors, to enhance the corporate governance of the Company and the functions of the Board of Directors. (II)In 2022 and as of the date of publication of the annual report, proposals which shall be submitted to the Audit Committee for approval and to the Board of Directors for resolution according to the Company Act and the matters set forth under Articles 14-3 and 14-5 of the Securities and Exchange Act were approved by the Audit Committee, submitted to and approved by resolutions of the Board of Directors, and implemented pursuant to the resolutions. (III)The Company has appointed a chief corporate governance officer in charge of matters related to corporate governance, such as assisting directors in legal compliance. (IV)At the 18th to 20th meetings of the 17th Board of Directors and the 2nd to 3rd meetings of the 18th Board of Directors dated January 18, March 25, May 9, August 8, and November 10, 2022, regular reports were given by the President, the COO, the chief auditor, and relevant managers to the Board of Directors regarding the operations of the Company and the implementation of the business, financial, and internal audit plans. (V)Proposals for establishment and amendment of regulations:
1. 18th meeting of the 17th Board of Directors on January 18, 2022:
2. 19th meeting of the 17th Board of Directors on March 25, 2022:
3. 20th meeting of the 17th Board of Directors on May 9, 2022:
4. 3rd meeting of the 18th Board of Directors on November 10, 2022:
5. 5th meeting of the 18th Board of Directors on March 13, 2023: (VI)The status of implementation and results of evaluation of the performance of the Board of Directors in 2021 were acknowledged by the 19th meeting of the 17th Board of Directors on March 25, 2022. The status of implementation and results of evaluation of the performance of the Board of Directors in 2022 were acknowledged by the 5th meeting of the 18th Board of Directors on March 13, 2023. (VII) The chief corporate governance officer handles requests from directors in accordance with the “Standard Operating Procedures for Handling Requests from Directors”. (VIII)The Company forwards relevant laws and regulations or information on continuing education to directors on a regular or intermittent basis to enhance the understanding of the laws. (IX)Besides conducting regular self-examination by the Company on the operation of the Board of Directors to enhance the board functions, internal auditors also prepare audit reports concerning the operation of the Board of Directors to comply with the regulations of the competent authority for securities. |
2.Board of Directors' Powers:
I. The operational plans of the company.
II. Annual financial reports.
III. The establishment or amendment of internal control systems in accordance with the Securities Exchange Act, and the assessment of the effectiveness of internal control systems.
IV. Procedures for handling significant financial transactions, such as the acquisition or disposal of assets, engaging in derivative trading, lending funds to others, endorsing for others, or providing guarantees, as stipulated or amended in accordance with the Securities Exchange Act.
V. The solicitation, issuance, or private placement of equity securities.
VI. The appointment or dismissal of financial, accounting, or internal audit executives.
VII. Donations to related parties or significant donations to non-related parties. However, donations of a charitable nature for emergency relief due to major natural disasters may be submitted for retroactive approval at the next board meeting.
VIII. Matters to be resolved by the shareholders' meeting or the board of directors' resolution, or significant matters stipulated by the competent authority.
1.Power and annual focuses of the Audit Committee
A. Establishment or amendment of the internal control system pursuant to Article 14-1 of the Act.
B. Assessment of the effectiveness of the internal control system.
C. Establishment or amendment of the handling procedures regarding significant financial business behaviors, including the acquisition and disposal of assets, trading of financial derivatives, loaning of funds to others, and endorsement/guarantees for others in accordance with Article 36-1 of the Act.
D. Matters involving any directors’ personal interests.
E. Significant transactions of assets or financial derivatives.
F. Significant loans of funds, and endorsement/guarantees.
G. The offering, issuance, or private placement of equity-type securities.
H. The hiring or dismissal of CPAs or the remuneration given thereto.
I. The appointment or discharge of a financial, accounting, or internal audit officer.
J. Annual financial statements signed or stamped by the Chairman, managers or accounting officers and CPA-certified Q2 financial statements.
K. Any other material matter required by the Company or the competent authority.
2.The Audit Committee convened 5 meetings in 2022. The attendance of independent directors is as follows:
Title | Name | Actual attendance | Attendance by proxy | Actual attendance rate (%) | Remarks |
Independent Director | Yung-Chien Wu | 5 | 0 | 100 | |
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 2022, the Audit Committee of the Company held 5 meetings and the resolutions are specified in Page 45-46 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: 2nd Audit Committee, 2nd meeting on November 10, 2022 During the review of the proposal for purchasing the shares of IBF Financial Holdings Co., Ltd., the director Kuan-Chou Chen and the independent director Wei-Lung Chen recused themselves and did not participate in the discussion and voting on the proposal due to involvement of their personal interests. 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)The audit report and information of follow-ups on the audit report are submitted to members of the Committee for review at least once each month. (II)The chief auditor attends meetings of the Audit Committee in a non-voting capacity, and communicates with independent directors through the Audit Committee. (III)In case of instructions or questions by the Audit Committee after reviewing the audit report, it will notify the chief auditor. (IV)CPAs also communicate with the Audit Committee periodically, such as reporting on the phases of the annual plan and a report on the completion of their audits. (V)The Company invites CPAs to attend meetings of the Audit Committee in a non-voting capacity to communicate with and report to independent directors regarding the results of audits or reviews of the financial statements, or the effect of the promulgation of other laws on the Company. The communication between independent directors and CPAs has been good. (VI)The Audit Committee may communicate with the chief internal auditor and CPAs via various reports or channels, e.g. virtual meeting, telephone, e-mail, Line, and fax, so as to verify the Company’s business and financial overview, and status of the audit practices. |
3.The contents of proposals and resolutions of the Audit Committee and the Company’s handling of the Audit Committee’s opinions in 2022 is as follows:
Audit Committee | Proposal | Objection or reservations by independent director | Resolution Results | Company’s response to Audit Committee’s opinions |
2022.1.18 14th meeting of 1st Audit Committee |
Matters to be reported:
1.The report for the progress of the legal proceedings regarding the Company’ subsidiary, Shandong AGV Food Technology Co., Ltd. 2.Report on the implementation status of internal audit plan. |
None | Acknowledged | Acknowledged |
Matters to be discussed:
3.Review on the proposal for the call of the common shares of the subsidiary, “ Sontenkan Resort Development Co., Ltd.,” by cash capital increase. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
2022.3.25 15th meeting of 1st Audit Committee |
Matters to be reported:
1.Report on the implementation status of internal audit plan. 2.Communication between CPAs and governance unit. |
Acknowledged | Acknowledged | |
Matters to be discussed:
3.Review on the proposal for 2021 financial statements (including the consolidated financial statements). 4.Review on the proposal for 2021 appropriation of earnings. 5.Review on the proposal for amendments to the “Procedure for Acquisition or Disposal of Assets” 6.Discussion on the proposal for “Effectiveness Evaluation of the Company’s Internal Control System” and “Statement on Internal Control System” in 2021. 7.Review on the proposal for the commission and independence evaluation of CPAs. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
2022.5.9 16th meeting of the 1st Audit Committee |
Matters to be reported:
1.The 2022 Q1 consolidated financial statements audited by the CPAs. 2.Report on the implementation status of internal audit plan. |
Acknowledged | Acknowledged | |
Matters to be discussed:
3.Report on private placement of common stocks for cash capital increase for 2021. 4.Review on the proposal for common stock issued in private placement for cash capital increase. |
Approved as proposed and submitted to the Board of Directors and shareholders’ meeting for review. | Approved as proposed by the Board of Directors and shareholders’ meeting. | ||
2022.8.8 1th meeting of 2st Audit Committee |
Matters to be reported:
1.The 2022 Q2 consolidated financial statements audited by the CPAs. 2.Report on the implementation status of internal audit plan. |
Acknowledged | Acknowledged | |
Matters to be discussed:
3.Resolution to fully abandon the cash capital increase plan of subsidiary Koya Biotech Corp. was deliberated. 4.Review on the proposal for provision of endorsement and guarantee for the financing of subsidiary, “Sontenkan Resort Development Co., Ltd.” |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
2022.11.10 2th meeting of 2st Audit Committee |
Matters to be reported:
1.The 2022 Q3 consolidated financial statements audited by the CPAs. 2.Endorsement and guarantee improvement plan and implementation status for Koya Biotech Corp. 3.Report on the implementation status of internal audit plan. |
Acknowledged | Acknowledged | |
Matters to be discussed:
4.Review on the proposal for the “2022 Audit Plan.” 5.Review on participate in the subscription of the common shares of IBF Financial Holdings Co., Ltd. 6.Review on the proposal for the call of the common shares of the subsidiary, “ Sontenkan Resort Development Co., Ltd.,” by cash capital increase. |
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? | P | The Company established the “Corporate Governance Best Practice Principles” based on the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” on May 12, 2017. On August 13, 2019, January 18, 2022, and March 13, 2023, amendments thereof were made and approved by the Board of Directors. Their full text is disclosed on the Company’s website (website: https://www.agv.com.tw) and the MOPS. The Company has implemented these practices accordingly based on the spirit of the Corporate Governance Best Practice Principles, in order to maintain 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? | P | Besides engaging the shareholders’ services agent for management, the Company has delegated the spokesperson, deputy spokesperson, chief corporate governance officer, shareholders service dedicated personnel, and legal affairs unit to handle related affairs such as shareholders’ suggestions, questions, disputes, and lawsuits. | 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 ? | P | The Company keeps a list of shareholders provided by the shareholder services agent, Capital Securities Corporation, and reports any change in the equity of directors and insiders on a monthly basis. | In compliance with the Best Practice Principles. | |||||||||||||
(III) Has the Company established and implemented a system for risk control and firewalls with its affiliates? | P | 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, and established the international investment department to implement the risk control mechanism of the Company. | 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 ? | P | 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. The Company provides related information to new directors and insiders and communicates with them to remind them regarding matters requiring attention when they take office. | 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 ? | P | The Company has established the “Corporate Governance Best Practice Principles” and an appropriate policy on diversity has been formulated in Chapter 3 Enhancement of the Board Functions, which shall include, without being limited to, the following two general standards: 1. Basic requirements and values: Gender, age, nationality, and culture. 2. Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing, or technology), professional skills and industrial experience. 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 in accounting and financial analysis. 3. Ability in business management. | In compliance with the Best Practice Principles. | |||||||||||||
4. Ability in crisis management. 5. Industrial knowledge. 6. International market vision. 7. Leadership ability. 8. Decision-making ability. The achievement of targets formulated regarding diversification in the abilities of members of the Board of Directors is described as follows: 1. The Company pays attention to diversification in the abilities of members of the Board of Directors. The goal is to achieve at least 80% of the targets set for each ability. The achievement rates of the directors are all 100% with regard to diversification in eight abilities. 2. The current Board of Directors has 9 members, including 6 regular directors and 3 independent directors. The average age of all directors is 61.3. 3. Professional knowledge and skills of regular directors: Composed of members with professional backgrounds, including Post-doctoral Researcher in Food Science and Technology at Cornell University, Master’s from the London School of Economics and Political Science, Master’s of Commerce from the University of Nottingham, Master’s of Laws from Fu Jen Catholic University, Bachelor’s from the Department of Electronics, Chung Yuan Christian University; Bachelor’s from the Department of Business Administration, National Cheng Kung University, as well as those with other professional skills and industrial experience. Professional knowledge and skills of independent directors: Composed of members with professional backgrounds, including one with a degree of PhD in Law from the University of Washington who retired as President of Shih Hsin University, one who graduated from the Department of Law, National Taiwan University, and who served as the Minister of Justice, one with a Master’s degree from the College of Management, National Taiwan University, who served as the Vice Commissioner of Securities and Futures Bureau, Financial Supervisory Commission and the Chairman of SinoPac Securities, as well as those with other professional skills and industrial experience. 4. The Company’s directors include those with specialized backgrounds and professional practitioners, such as CPAs, attorneys, and professionals in food R&D, finance, and accounting. All members possess professionalism, independence, and diversity, consistent with the structure of the Board of Directors under the Corporate Governance Best Practice Principles. 5. For the policy of diversity for the composition of members of the Board of Directors and its implementation, please see pages 28–29 of the annual report and the Investor Section – Status of Corporate Governance on the Company’s website (at https://www.agv.com.tw). | ||||||||||||||||
(II) Has the Company, apart from establishing a remuneration committee and an audit committee, voluntarily set up any other functional committee ? | P | The Company has established the Audit Committee and Remuneration Committee pursuant to the law. It also has established the Strategic Planning Committee, Marketing and Planning Management Committee, Total Quality Review Committee, Committee for Evaluation of Food Technology Personnel, Procurement Committee, Operation Review Commission, Personnel Evaluation Committee, and Security Center to promote sustainable development of the Company. The operations and systems related to the Board of Directors are in compliance with the relevant laws and regulations. | 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? | P | The Company has established the Regulations for Evaluation of the Performance of the Board of Directors and conducts an internal evaluation of the performance of the Board of Directors each year in accordance with the regulations. The evaluation result is submitted to the Board of Directors before Q1 of the next year. The 2022 evaluation of the performance of the Board of Directors and its members was completed in February 2022. The evaluation results indicated an average score of 97.78 for the whole Board of Directors and an average score of 98.47 for individual directors, both of which were “Excellent” (a score of 90 or above). The results were submitted in a report to the 5th meeting of the 18th Board of Directors on March 13, 2023, and were acknowledged by the Board of Directors. All of the foregoing were in accordance with the relevant laws and regulations. | In compliance with the Best Practice Principles. | |||||||||||||
(IV) Does the Company assess the independence of CPAs on a regular basis ? | P | According to the Company Act and Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the independence of CPAs shall be evaluated periodically (at least once per year). With reference to Article 47 of the Certified Public Accountant Act and evaluation items listed in the Standards of Professional Ethics for Certified Public Accountants Bulletin No. 10 “Integrity, Impartiality, Objectivity and Independence”, the CPAs have met the independence requirements according to the results of evaluations performed by the Company’s accounting department. Also, the CPAs Shu-Man Tsai and Ching-Lin Li of Crowe Taiwan have issued their 2023 CPA independence assessment reports and a Declaration of Independence, and the CPAs have submitted a report to the Audit Committee regarding the functions of the Audit Quality Indicators (AQI). The foregoing were approved by the 4th meeting of the 2nd Audit Committee on March 13, 2023, and by the 5th meeting of the 18th Board of Directors on March 25, 2023, in accordance with the Company’s standards for the evaluation of independence. | 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)? | P | 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. As an MBA of National Chiayi University with years of experience in compliance and stock affairs, Director Yueh-Chu Tsai meets the regulations of the Best-Practice Principles. The main duties to be performed by her include handling matters related to Board of Directors’ and shareholders’ meetings, preparing minutes of the Board of Directors’ and shareholders’ meetings, assisting directors in taking office and their continuing training, providing information required for directors to perform their duties, assisting directors in legal compliance, submitting a report to the Board of Directors regarding the results of reviews on whether the qualifications of independent directors meet the requirements of the relevant laws and regulations at the time of their nomination and election and during their term of service, and handling matters related to changes of directors or other matters set out in the Articles of Incorporation or contracts.
The following is a description of the key duties performed and the status of continuing training in 2022:
1. Handling matters related to Board of Directors meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders’ meetings, 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. Provision of information required for performance of duties by the directors and latest development of laws and regulations related to company management.
3. Submission of a report to the Board of Directors that the candidates for directors and independent directors have met the legal requirements after review.
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 within the period specified by the laws, preparation and filing of the 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 on the corporate governance evaluation indicators published every year and review of the achievements completed by the Company item by item.
9. Amendments to the latest regulations concerning corporate governance and the submission of such amendments to the Board of Directors for discussion.
10. Assessment of the purchase of liability insurance for directors and important employees.
11. Other matters set out in the Articles of Incorporation or contracts.
12. In 2022, the chief corporate governance officer attended continuing training courses for a total 20 hours, described as follows:
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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? | P | 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. 2. The Company has established a section for stakeholders (including shareholders, peers, employees, customers, suppliers, consumers, investors, communities, and government agencies) on its website. The mailbox for communication is managed by the chief corporate governance officer, and each responsible department responds properly to important issues of corporate social responsibility that are of concern to stakeholders. 3. For the information of communication with stakeholders in the most recent year, see the sustainability report or the Company’s website. 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 maintains good communication with employees, investors, consumers, distributors, suppliers, shareholders, peers, community residents, and government agencies. | In compliance with the Best Practice Principles. | |||||||||||||
VI. Does the Company engage any professional shareholder services agent to manage affairs for shareholders’ meetings ? | P | 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 ? | P | The Company’s website has fully disclosed the financial and corporate governance information of the Company at https://www.agv.com.tw. The information about corporate governance practices and finance is also disclosed in the investors section. | 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)? | P | 1. Dedicated personnel are designated to collect and disclose the Company’s information, based on their job duties. 2. Spokesperson: Mr. Kuan-Han Chen, deputy spokesperson: Mr. Chih-Chan Chen, Mr. Chien-Hua Chen, and Mr. Hung-Chi 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 and audio recordings of investor conferences have been disclosed on the Company’s website: https://www.agv.com.tw.www.agv.com.tw揭露法人說明會影音檔。 | 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? | P | Publication of the 2022 financial report was completed on March 16, 2023. 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)? | P | 1. Employees’ rights and employee care: The Company is used to paying attention to the interests and care of employees and emphasizing harmonious labor relations. In addition to maintaining comprehensive personnel and promotion systems, the Company provides emergency aid, cultural and educational entertainment, work environment, on-the-job training, scholarships for children, employee health examinations, and profit sharing, so that employees and their families may view the Company as their home and be proud of the Company. The Company strives to manage and emphasize the care of employees and their families. 2. The Company’s relations with investors: The Company convenes shareholders’ meetings based on the relevant laws and regulations to provide sufficient opportunities for shareholders to raise questions or give proposals. 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. In addition, 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 also established communication channels, such as: 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 3. Supplier relationship: The Company maintains a stable and good relationship with suppliers. The material issues of concern for suppliers include the establishment of a system for traceability of production and sales of raw materials. Labor conditions include human rights regulations that prohibit the employment of child workers, forced labor, and violations of the freedom of association and collective bargaining rights. Regarding the environmental responsibilities of suppliers, compliance with national laws, social standards, and environmental protection plans is required, while priority is given to companies with environmentally friendly policies in order to enhance the importance and implementation of environmental issues in the entire supply chain. 4. Stakeholders’ rights: The Company provides multiple channels for communication and information disclosure and collects issues of concern for stakeholders. The Company describes the top three issues of concern for stakeholders in the sustainability report, understands the reasonable expectations and needs of stakeholders, and responds appropriately to important issues of concern for them. 5. Continuing training of directors (including independent directors) in 2022: A. Independent Director Yung-Fu Tseng: Attended “Conference on the Release of the Guidelines for the Powers Exercised by Independent Directors and Audit Committees and their Promotion to Directors and Supervisors”, “2022 Conference on the Awareness of Compliance with the Laws Governing Trading of Equity by Insiders” and “2022 Conference on the Awareness of the Prevention of Insider Trading”. B. Independent Director Yung-Chien Wu: Attended “Shareholders’ Meeting and Equity Management” and “Greenhouse Gas Inventories and Related Issues of Carbon Reduction”. C. Director Wei-Lung Chen: Attended “Net Zero Trend: Practical Observations on ESG Decision-Making by the Board of Directors” and “Conference on the Release of the Guidelines for the Powers Exercised by Independent Directors and Audit Committees and their Promotion to Directors and Supervisors”. D. Director Huai-Hsin Liang: Attended “Corporate Tax Governance and Tax Technology Solutions under the ESG Trend and Pandemic” and “Risks and Opportunities of Climate Change and Net Zero Policy for Corporate Management”. E. Director Kuan-Chou Chen: Attended “Net Zero Trend: Practical Observations on ESG Decision-Making by the Board of Directors”, “Introduction to the Employee Reward and Remuneration System”, and “Ethical Corporate Management and Prevention of Money Laundering”. F. Director Hsien-Chueh Hsieh: Attended “Analysis of Common Deficiencies in the Review of Financial Statements and Practices in Important Laws and Regulations Governing Internal Control”. G. Director Chih-Chan Chen: Attended “2022 Cathay Sustainable Finance and Climate Change Summit”. 6. Implementation of risk management policies and risk assessment standards: The Company does not engage in investments with high risk and leverage. 7. Implementation of consumer or customer protection policies: The Company has a consumer service hotline to actively handle the suggestions or complaints of the consumer and maintain the rights of the consumer. 8. The Company seeks to strengthen corporate governance and reduce the risks of directors, managers, and the Company. According to Article 26-1 of the Articles of Incorporation, the Company may purchase liability insurance for directors. Therefore, 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 2nd meeting of the 18th Board of Directors on August 8, 2022. | 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 made based on the result of corporate governance assessment: 1. There is no situation where the remuneration for directors and supervisors is distributed without also distributing dividends. 2. Where cash dividends are distributed in the year of evaluation, their distribution is completed within 30 days after the ex-dividend date. 3. Independent directors account for at least one-third of all directors. 4. A succession plan for members of the Board of Directors and key management has been formulated, and information of their operations has been disclosed on the Company’s website or in its annual report. 5. Members of the Remuneration Committee attends at least two of its meetings, and information regarding the policies, systems, standards and structures relating to evaluation of the performance of directors, supervisors, and managers, as well as their remuneration, is disclosed periodically. 6. All 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”. 7. Material information is released simultaneously in English. 8. The Company has set up an English website, which includes information related to finance, business, and corporate governance. 9. With reference to international human rights conventions, the Company has established policies and specific management plans for human rights protection, which are disclosed on the Company’s website or in its annual report. 10. The Company has uploaded the English version of its sustainability report to the MOPS and the Company’s website. 11. The Company has adopted policies for GHG reduction, reduction of water consumption or other waste management, including reduction targets, implementation measures, and results of achievement. 12. The Company has disclosed the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) in its sustainability report. In accordance with the framework of the TCFD recommendations, the report discloses information related to the governance, strategies, risk management, indicators, and targets of climate-related risks and opportunities. (II) Priority corrective actions and measures for any issues that are yet to be rectified: 1. Whether the Company has adopted a policy on the diversity of members of the Board of Directors, and whether the Company has disclosed the specific management targets and implementation of the diversity policy on its website and in its annual report. 2. Important information of shareholders’ questions and the Company’s responses is recorded in the minutes of an annual shareholders’ meeting. 3. The shareholders’ meeting will be broadcast live online, or uninterrupted audio and video recordings of the full meeting will be uploaded after the meeting. 4. Changes in the shareholdings of insiders in the previous month will be uploaded to the MOPS on or before the 10th day of each month. 5. The Company will invest resources to support cultural development in Taiwan, and will disclose the methods and results of support on its website or in its annual report or sustainability report. |
The composition, responsibility and operations of the Remuneration Committee
1. Information on the Remuneration Committee members
Criteria Position title Name | Professional qualifications and experience | Independence | ||
Independent Director | Wei-Lung Chen (Convener) | Please refer to Pages 22–25 of the annual report for the disclosure of information about directors’ professional qualifications and independent directors’ independence |
1. Not an employee of the Company or any of the affiliates 2. Not a director or supervisor of the Company or any of the affiliates 3. Not a natural-person shareholder holding 1% or more of the total shares issued by the Company, together with the person’s spouse, minor children or under others’ names or ranking in the top 10 in shareholdings. 4. Not a spouse, relative of second degree, or direct kin of third degree or closer to persons described in the three preceding subparagraphs. 5. Not a director, supervisor, or employee holding 5% or more of the total number of shares issued by the Company, ranking among the top 5 in shareholdings or being the director, supervisor or employee of corporate shareholders who designate their representatives as the Company’s directors or supervisors in accordance with Paragraph 1 or 2, Article 27 of the Company Act 6. Not a director, supervisor or employee of another company in which the number of directors or more than half of the voting shares is under the control of the same person 7. Not a director, supervisor or employee of another company or institution in which the Chairman, President or personnel with equivalent position are the same person or have spouse relationship 8. Is neither a director, supervisor, manager, nor a shareholder holding more than 5% of the outstanding shares, of a certain company or organization that has a financial or business relationship with the Company. 9. Not a professional who provides audits or commercial, legal, financial, accounting or consulting services accumulating more than NTD 500,000 of remuneration obtained in recent two years to the Company or its affiliates nor is an owner, partner, director (managing director), supervisor, or manager or the spouse of any of the above, of a sole proprietorship, partnership, company, or organization that provides such services to the Company or its affiliates. 10. Not the spouse or a relative within the second degree of kinship of any other directors |
3 |
Independent Director | Yung-Chien Wu | 2 | ||
Independent Director | Yung-Fu Tseng | 1 |
2、Scope of duties of the Remuneration Committee:
(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.
3、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 27, 2019 to June 26, 2022. The Remuneration Committee held 2 meetings in 2021. 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 | 2 | 1 | 67 | |
Member | Yung-Chien Wu | 3 | 0 | 100 | |
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. |
4、The contents of proposals and resolutions of the Remuneration Committee and the Company’s handling of the Remuneration Committee’s opinions in 2021 is as follows:
Remuneration Committee | Proposal and follow-up actions | Resolution Results | The Company’s response to Remuneration Committee’s opinions |
111.1.18 6th meeting of 4th Committee |
Review on the proposal for the 2021 distribution of year-end bonus. | The members present at the meeting resolved to adopt 2st Option and submitted it to the Board of Directors for review. | Approved as proposed by the Board of Directors |
111.3.25 7th meeting of 4th Committee |
Review on the proposal for the distribution of remuneration to directors and employees in 2021. | Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors |
111.6.23 8th meeting of 4th Committee |
Review on the salary structure and compensation amount for a newly appointed senior executive. | Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors |
Implementation of the sustainable development, and deviation from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof
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? ((A TWSE/TPEx listed company must indicate the status of implementation, not compliance or explanation).) | P | Under the framework adopted by the Company to promote sustainable development, the President acts as the convener, and the Human Resources Department acts as the department responsible for promoting sustainable development. Each department assesses the risks and opportunities and then researches and sets the practical targets and implements the same therefor. For the purpose of corporate sustainable development, the Company shall hold periodic and non-periodic meetings to discuss issues of environmental governance, social responsibility, and corporate governance, and submit a report on the status of implementation to the senior management regularly. Such report must include the annual status of implementation, performance review, and future work plan. | 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? ((A TWSE/TPEx listed company must indicate the status of implementation, not compliance or explanation).) | P | Most of the Company’s subsidiaries are engaged in sales business. Therefore, in consideration of the relevance to operations and impact posed to major issues, the related risk assessment is primarily conducted on the Company. (Exclusive of subsidiaries). The Company implements the risk assessment of environmental, social, and corporate governance issues based on the principle of materiality and established the Security Center in the organization with relevant risk management policies to reduce or prevent possible damage to the Company. The Company can also handle the risk collectively and immediately take necessary preventive action to strengthen the emergency response capacity of the enterprise and maintain sustainable operation of the Company. 1. Environmental issues: (1) Besides continuing to increase the production technology, the Company also adopts the 3R environmental principles of “reduce”, “recycle”, and “reuse”. Setting 2021 as the base period, the Company aims to reduce the amount of waste by 1~3% each year to effectively mitigate environmental damage and pollution, and expects to cut the total waste by 10% by 2025. (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. Discharged water which has been treated through filtration has been recovered to sludge dehydrators for the cleaning of cloth filters, saving approximately 25,902 tonnes in 2022. The cleaner wastewater discharged from soft water regenerated has been stored and pressurized and then made available to the roads and toilets at our factories for flushing and irrigation, saving approximately 11,066 tonnes of water in 2022. (3) In 2022, the total production of goods in was 2.1% higher than that in 2021, and the power consumed by manufacturing processes decreased by 2.6%. Our active promotion of energy conservation has achieved certain results. The Company will continue to replace old equipment with energy-efficient equipment to reduce energy consumption and improve the performance of equipment. (4) The Company expects to implement the ISO 50001 energy management system in 2025 to help itself verify GHG emissions, and will find the room for reduction of emissions and formulate the corresponding emissions reduction programs. (5) The Company has put efforts into energy conservation and carbon reduction and developed an environmental improvement management plan under the P-D-C-A management model. We establish indexes for items related to power and water consumption, waste water production, waste production, and productivity density during the process with monitoring and control at all times. 2. Social issues: (1) The Company adopts a human rights-based labor policy in accordance with the Ethical Trading Initiative (ETI). (2) The Company continues to implement and improve the “ISO 45001 Occupational Safety and Health Management System”, and maintain the system. (3) Optimization of the working environment is enhanced. (4) The rate of serious occupational injury is zero. (5) 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 and within the scope of ISO 17025 certification, the Company aims to safeguard food safety for the public. (6) The Company remains committed to the idea of “natural product quality, optimized environmental health, and popularized customer satisfaction” in order to meet customers’ requirements for food safety. (7) The Company assigns the food safety management team to promote and implement the ISO 22000 food safety management system to ensure the products comply with safety requirements. (8) The Company encourages suppliers to be prepared for quality, delivery periods, and technology, and also fulfill their corporate social responsibility and construct a sustainable supply chain. 3. Corporate governance issues: (1) The Company’s website (https://www.agv.com.tw/) discloses information related to its financial business and corporate governance to shareholders and stakeholders for reference. The website also publishes channels for internal and external whistleblowers, which protect files provided by whistleblowers through encryption. (2) In addition to maintaining the normal development of operations and maximizing shareholders’ interests, the Company also pays attention to issues concerning consumer rights, environmental protection of communities, and charity, while attaching importance to corporate social responsibilities. (3) As the top governing body of AGV, the Board of Directors is composed of 9 directors (including 3 independent directors). A well-functioning and efficient Board of Directors is the basis of good corporate governance to provide high-quality products and services to the market. The Board of Directors is closely focused on the overall operations of the Company to implement corporate governance policies. (4) The Company keeps track of amendments to laws and regulations, and complies with the requirements of the law.
| 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? | P | 1. The EHS management system operates in accordance with the relevant EHS policies. Meanwhile, the Company plans and promotes the EHS management operations per the existing organizational framework, boosts the risk management in the workplace, identifies potential hazards in the workplace, and proposes control measures. The automated inspection system may ensure that all machines, equipment, and facilities function normally. The operating environment monitoring policy provides employees with a safe and healthy operating environment. Sound education and training may improve the employees’ awareness toward safety, health, and environmental protection. 2. The Company has received accreditation badges for a healthy workplace and health promotion, as each of the Company’s employees may be better protected in a healthy working environment. 3. The Company established a department dedicated to environmental management to maintain its environmental management systems, has set up an energy-conservation performance system, uses its best efforts to optimize the improvement of process, and has equipment care and maintenance in place. 4. The Company complies with the environmental protection and occupational safety & health laws and regulations, and other requirements. All of the Company’s staff 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 any activities, products, or services, prevent any accidents, and build a comfortable and safe working environment to promote employee health and wellbeing. 5. The Company has put more effort into energy conservation and carbon reduction, and developed an environmental improvement management plan under the P-D-C-A management model. Specific policies include conserving resources and ensuring their management, continuous improvement and sustainable development, EHS as everybody’s responsibility, and complying with and meeting the requirements of EHS laws and regulations. Additionally, at least one internal audit and one external audit are conducted each year. | 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? | P | 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 owns three major production lines. The consumption of steam for primary raw materials was reduced by 2.85% in 2022 form 2021. The consumption of electricity for our main manufacturing processes was reduced by 2.6% in 2022 from 2021. The consumption of water for primary raw materials was reduced by 5% in 2022 from 2021. In the future, the Company will continue to make good use of energy and love the earth to mitigate the impact to the environmental load. 3. The Company will continue to promote the environmental protection program to improve its environmental protection performance and also use the best effort to promote energy conservation and carbon reduction in the office premises, recycling and reuse, protection of water and soil resources, and strengthen the education to employees. | 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? | P | 1. Given the existing production policy oriented toward low carbon emissions adopted in Taiwan, the Company analyzes and controls the production capacity and engages in production under the energy-conservation model. Meanwhile, the Company engages in analysis and adjustment based on big data by product line to reduce carbon emissions and achieve the purpose for an eco-friendly environment. 2. The Company evaluates the impact posed by climate changes to the Company based on the “Task Force on Climate-related Financial Disclosures (TCFD)” | In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
promulgated by FSB, and discusses the risk arising from climate changes, analyzes the following responsive measures from the points of view in different fields, and adopts the project management model to achieve sustainable development. | |||||||||||||||||||||||||||||||||||||||
(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? | P | Most of the Company’s subsidiaries are engaged in sales business. Therefore, the disclosures related to them are primarily made by the Company. (Exclusive of subsidiaries). 1. Direct GHG emission volume Unit: Tonne-CO2e/year
In 2022, the direct GHG emissions were reduced by 24% from 2021. 2. Water consumption: Unit: Ton
In 2022, the water consumption for finished goods was reduced by 5% per unit available for recycling and reuse from 2021. From 2022, the Company will regenerate soft water and discharge cleaner wastewater which will be stored and pressurized and then made available to the roads and toilets at the factory premises for flushing and irrigation. The Company has saved approximately 11,066 tonnes of water, and has recovered discharged water that has been treated through filtration to sludge dehydrators for the cleaning of cloth filters, saving approximately 25,902 tonnes in 2022. 3. Gross weight of waste: Unit: Ton
In 2022, the amount of waste was reduced by 12% from 2021. In 2022, we started to promote more thorough waste sorting in various ways such as posters and slogans, with the expectation to achieve recycling and sustainable use of resources via the environmental protection policy of the “3Rs”, namely “reduce”, “recycle”, and “reuse”, in order to mitigate environmental damage and pollution. We aim to reduce the amount of waste by 1~3% each year and expect to cut the total waste by 10% by 2025. 4. Regarding the status of GHG emissions, an inventory of our internal GHG emissions is considered fundamental to carbon management. A GHG inventory may not only verify the accurate amount of emissions, but also help find room and opportunities for reduction. Therefore, we expect to start a company-wide inventory of carbon emissions in 2024 and to introduce the ISO 50001 energy management system in 2025 in order to keep track of the status of our GHG emissions, find room for reduction of emissions, and formulate reasonable corresponding plans for emissions reduction. 5. 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? | P | 1. The Company adopts a human rights-based labor policy in accordance with the Ethical Trading Initiative (ETI). The Company has established the work rules and regulations regarding the disciplinary system, performance evaluation, gender equality, and occupational accidents in compliance with the regulations of the Labor Standards Act with reference to the International Labor Convention to build a friendly and effective workplace. The HR Department is responsible for the establishment, amendment, and announcement of relevant regulations to notify the employees to comply with the related labor regulations. 2. The Company implements restrictions on the employment of child workers, prohibits forced labor, and is against harassment, discrimination, and bullying. Meanwhile, the Company has issued the “Declaration on the Prevention of Sexual Harassment in the Workplace”. 3. The Company provides a safe, healthy, and sanitized workplace. 4. The Company values employee relations. Please see the CSR report of the Company disclosed on the Company’s website (website: https://www.agv.com.tw) and the MOPS. | 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? | P | The personnel management 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. Workplace diversity and equality: The Company values gender equality, equal pay, and equal opportunity for promotion. In 2022, among the Company’s employees, female employees accounted for 57.14%, and female managers accounted for 13.75%. Cash gifts and subsidies: The Company organizes health examinations for employees, provides parking lots and lactation rooms, and maintains a comprehensive welfare system, such as: cash gifts for retired employees, marriage, parental, children’s education, and funeral subsidies, maternity, paternity, and parental leave, and company gifts. The Company provides feedback and reflects the profits in the employee remunerations and benefits to share the results of earnings with employees, such as performance bonuses subject to the achievement of KPI, incentive bonuses subject to personal contributions, and employee remuneration. The Company strives to maintain labor–management harmony in order to create a win-win regarding labor–management relations. | In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
The operating performances or results have been appropriately reflected in the remuneration for employees. For example: full pay raise in 2020, pay raise by performance in 2021 and 2022, and full pay raise in 2023, as substantial and timely rewards to employees. | |||||||||||||||||||||||||||||||||||||||
(III) Does the Company provide employees with a safe and healthy work environment and give safety and health training to employees regularly? | P | 1. The Company provides employees with a safe and healthy workplace by establishing a safety and health management organization and appointing management personnel, adopting the Safety and Health Work Rules, and checking all machinery on a regular basis. We also provide safety training and health examinations for employees. To take care of the physical and mental health of employees, we hire professional nurses and contract qualified physicians to regularly provide employee consultations and hold life-related lectures to share and communicate with employees. We conduct employee retirement matters according to the Labor Standards Act, the Labor Pension Act, and the Human Resources Department also arranges education and training for employees, including courses on occupational safety training, forklift operation, quality, safety and health training, first-aid personnel, and fire drills. 2. Safety and health training for employees organized in 2022:
3. In 2022, 5 employees suffered work injuries on the way to/from work, and 4 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? | P | 1. From the perspective of sustainable management, the Company organizes periodic and non-periodic training for managers and employees, such as new employee orientation, professional training, and job rotation to cultivate outstanding talents and managers with multiple capabilities while providing them with important positions and challenges. After an analysis of the questionnaires for survey, the Company discovered that employees will apply their learning to their duties to increase the business performance of the department and the Company. Comprehensive and smooth promotion channels may attract, inspire, develop, and retain talents to complete the organizational work of the Company. 2. In 2022, a total of 980 employees attended training for a total of 5,179 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? | P | 1. The product labeling of the Company complies with the Act Governing Food Safety and Sanitation with established specifications. The labeling of a product is reviewed by professional teams based on the labeling requirements under the Act Governing Food Safety and Sanitation to comply with government laws and regulations. Clear and detailed nutrition and ingredient labeling, along with the promotion of health certificates, international awards as well as organic, green, and clean labels, also allow the products to become more transparent and gain further recognition from consumers. Having spared no effort in its investment in food safety and R&D innovations, the Company has striven to ensure all products meet the requirements of national food laws and regulations and has continued to utilize more manpower and resources to achieve a higher level of self-requirements, with the aim to enhance the capacity of self-inspection, receive international food safety certifications, and build a reliable brand image. | In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
2. For the health of the consumer, the Company continues its innovation and R&D in food technology, besides offering the healthiest, safest, and most delicious products. In this regard, we have become professionals in this field with outstanding performance and are devoted to the development of “organic products” and “traceable products” in recent years in the hope of providing the consumer with healthier, safer, and more transparent products. In addition to the essential objectives of sustainable development and stable growth in the future, the Company will continue to lead food fashion, create consumption trends, and promote industry upgrades. 3. We register the personal information of consumers via the consumer service hotline, which is used for the service of such consumers only. The registration of the customer service system is only limited to the relevant personnel, and the Information Department also controls the registration qualifications and applications of personnel. The Company has also established a personal data protection and management system to protect customer privacy. Through internal audits, training, and communication regarding personal data, the Company safeguards the personal data of customers. 4. To protect the rights of customers, the Company has set up an 0800 product service hotline with dedicated personnel to provide services for consumers regarding the distribution channels of products, description of orders, and answering consumers’ questions. | |||||||||||||||||||||||||||||||||||||||
(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? | P | 1. Before conducting business, the Company will assess whether the suppliers, customers, or other trading counterparties have any illegal behavior or are involved in unethical conduct and take this as an important reference for the selection of suppliers. 3. The Company conducts supplier evaluations and source inspection, and provides non-periodic audit guidance to require implementation of the relevant requirements in the daily management of the food supply chain. 4. In 2022, an evaluation was conducted for a total of 186 suppliers (168 were rated A, 13 were rated B, 4 were rated C, and 1 was rated D). The business and factory registrations of the suppliers are in compliance with the applicable laws and regulations, and the suppliers have applied for registration on the food business platform (Fadenbook) based on 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 Regulations on Good Hygiene Practices for Food. | 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? | P | 1. The sustainability report has been prepared with reference to the latest GRI Standards of the Global Reporting Initiative (GRI), on the basis of the core options and the supplementary indicator for the food processing sector (G4 Sector Disclosures – Food Processing), and to the “Rules Governing the Preparation and Filing of Corporate Social Responsibility Reports by TWSE Listed Companies” of the Taiwan Stock Exchange. 2. We have engaged Crowe Taiwan to provide independent limited assurance of this report in accordance with the Standards on Assurance Engagements No. 1 “Assurance not Classified as an Audit or Review of Historical Financial Statements” issued by the Accounting Research and Development Foundation. The limited assurance procedures of the assurance report are conducted for the information of assurance to confirm that it meets the principles disclosed in the core options of GRI. | 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: On May 12, 2017, the Company adopted the Corporate Social Responsibility Best Practice Principles, which were renamed the Sustainable Development Best Practice Principles on January 18, 2022. All relevant systems and operations are in compliance with the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” without any material differences. At the end of September 2022, the Company also disclosed the 2021 sustainability report on the Company’s website and the MOPS. | |||||||||||||||||||||||||||||||||||||||
VII. Other information useful to the understanding of the sustainable development implementation: 1. “For a Healthy Tomorrow” is the corporate vision of AGV. The management team of AGV never changes its mind to uphold the forward-looking sustainable management philosophy claiming “Nature, Environmental Protection, Green, and Health” to lead the food industry, create consumption trends, guard nationals’ health, fulfill its corporate social responsibility, uphold the philosophy of love and trust, and keep working hard to move toward the “leading enterprise practicing ESG in the food industry of Taiwan”. 2. AGV implements the principles of “product traceability and tracking”, “simple formulas and clean labeling”, and “compliant systems and international standards”. 3. All food and beverage factories of AGV have acquired a number of internationally recognized certification systems including ISO 22000 and HACCP. 4. AGV not only provides a safe, healthy, harmonious, and happy workplace for employees to seek balance between their work and families, but also actively enhances the professional skills and competencies of employees so that they are able to grow in step with AGV. 5. For many years, we have received honors in the forms of patents, certifications, and awards, including: patents for processes and effects in multiple countries, national health numbers, Monde Selection awards, the EU’s AA (Anti-additive) certification, the EU’s AA Taste Awards certification, selection as Eatender foods by the Food Industry Research and Development Institute, Superior Taste Award from the International Taste Institute, innovation awards from the Health Food Society of Taiwan, Food Innovation Award from foodNEXT, product awards from the Taiwan Association for Food Science and Technology, special food awards in Japan, and the Symbol of National Quality (SNQ). 6. We have continued to increase investment in software, hardware, and intellectual property. 7. In 2022, the Company received the following domestic and foreign awards: U.S. patent for the process of preparing oligosaccharide-enhanced milk products Taiwan patent for Peanuts in Milk (peanut soup containing milk with good peanut texture and fragrance beneficial for intestinal health, its recipe and application, and canned peanut soup containing milk), Taiwan patent for Barista Oat Latte (oligosaccharide oat liquid composition, powder composition, and drink with improved properties and immunomodulatory effect, the method for micro-decomposition of their four enzymes, and their applications), A.A. Three Stars certification for Premium Oat Drink (Original) (the fourth year), Eatender certification for Mapo Tofu, carbon footprint certification for Premium Oat Drink (Original), three-star A.A. Taste Award (A.A. certification) for Premium Oat Drink (Barista Oat Latte), two-star A.A. Taste Award (A.A. certification) for Chili Sauce, Monde Selection Gold Award for Premium Oat Drink (Dark Chocolate), Monde Selection Gold Award for Premium Oat Drink, Monde Selection Gold Award for OKINA Deep Natural Electrolyte Water, Monde Selection Silver Award for Mapo Tofu, Monde Selection Crystal Prestige Trophy for AGV Products Corporation, three-star Superior Taste Award from the International Taste Institute for OKINA Deep Natural Electrolyte Water, two-star Superior Taste Award from the International Taste Institute for Premium Oat Drink (Dark Chocolate), one-star Food Innovation Award – Food and Beverage Innovations for Premium Oat Drink (Sesamin Easy Sleep Plus), and one-star Food Innovation Award – Food and Beverage Innovations for Premium Oat Drink (Barista Oat Latte). 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, we are striving to optimize the improvement of our manufacturing process and implement the enhancement of competency training for product line personnel and equipment maintenance to further improve the performance of equipment. In addition, we improve employees’ concept of energy savings and carbon reduction to reduce operating costs from the viewpoint of corporate sustainable development in addition to the reduction of greenhouse gas emissions. b. As of the date of publication of the annual report, the money and supplies donated and visits conducted by Company are as follows: Physical Disability Service Association of Chiayi City - “A Warm Winter” charitable event for economically disadvantaged families and physically or mentally disabled persons, Chiayi Branch Office of Taiwan Fund for Children and Families – the event “A Warm New Year Year”, Sunflower Care Association of Taitung County – aid to disadvantaged families, Chiayi Branch Office of Taiwan Fund for Children and Families – charitable carnival and sales, Physical Disability Service Association of Chiayi City – charitable lottery, Rain Spring Charitable Foundation – respect for the elderly on the Double Ninth Festival, Ro Ju Er Education Foundation – charitable carnival and sales, Chiayi City Government – Christmas event, Chiayi Branch Office of the Taiwan Fund for Children and Families – Christmas event, World Vision Taiwan – Christmas event, Hsin Kang Feng Tian Temple – art festival and street parade, National Singang Senior High School of Arts – sports day for the 17th anniversary of the school, Chung Yi Social Welfare Foundation – walking carnival, Hsin Kang Feng Tian Temple – the event “Seven Star Bridge of Peace”, Department of Business Administration of National Chung Cheng University – Fundraising, Minxing Police Station – volunteer police, Civil Defense Team – dinner party, Taoyuan Municipal Luo Fu Senior High School – snacks for charity, and Manufacturers Association of Minxiong Touqiao Industrial Park – model worker award ceremony. |
Evaluation item | Status | Deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies and reasons thereof | ||||
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? | P | The Company has established the “Ethical Management Best Practice Principles” and makes timely amendments in response to legal amendments and the Company’s business. In addition, the Company issued the 2021 sustainability report with our detailed business philosophy of ethical corporate management in September 2022. We have also established a good corporate governance and risk control mechanism to create an operation environment for sustainable development and prevent unethical conduct and shall not accept treatments, gifts, kickbacks, embezzling public funds, as well as other illegal gains. The Company openly discloses the “Ethical Management Best Practice Principles” and relevant regulations on the MOPS and the Company’s website accessible to stakeholders 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”? | P | When establishing a preventive plan, the Company shall analyze the business activities within its business scope with higher risks of unethical behavior and enhance related preventive measures. This includes offering or accepting bribes or illegal political donations, improper charitable donations or sponsorships, other improper benefits, misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights, engaging in unfair competitive practices and damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacturing, provision, or sale of products and services. The following preventive measures were implemented in 2022: 1. In 2022, one session on food safety awareness was organized. 2. In 2022, one session on food protection was organized. 3. In 2022, two sessions on compliance were organized. 4. In 2022, the tracking of 98 products required by the law was completed, and their traceability data was uploaded to the platform “Food Tracebook”. 5. In 2022, all food and beverage factories of the Company acquired a number of internationally recognized certification systems including ISO 22000 and HACCP. 6. In 2022, two food safety meetings were held. | 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? | P | The Company faithfully upholds the principle of ethical management and obligations to comply with the “Ethical Management Best Practice Principles” established by the Company. Those violating the principle of ethical management shall be punished and the information such as title and name of the violator, the date and details of the violation, and the actions taken in response shall be immediately disclosed on the Company’s internal website. The reporting system shall also be established and carried out accordingly. The Company has also disclosed information regarding the implementation of ethical management on the Company’s website, annual report, and prospectuses, and discloses the contents of its Ethical Management Best Practice Principles on the MOPS. | 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? | P | To ensure that the trading suppliers are ethical operators, most of the Company’s customers and suppliers are well-known companies and their ethical management information is more likely to be acquired. For example, we log into the website of MOEA or other channels to query the operating status of cooperation partners or require them to provide relevant information as evidence of being legal operators. The Company will also explain the supplier selection principles with fairness, openness, and transparency to the vendors. In addition, for contract signing, we gradually strengthen the ethical clauses in the contract while the Legal Affairs Office, Audit Office, and President’s Office are responsible for the review of contracts. If any violation of ethical management conduct is included in the contract, the Company shall terminate the relevant regulations in the contract. | 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)? | P | 1. The Company’s dedicated (concurrent) unit for promoting ethical management is the Audit Office, which executes and promotes ethical management in accordance with the Ethical Management Best Practice Principles adopted by the Company. The Board of Directors may audit the establishment and implementation of the ethical management policy through the audit function. The Audit Officer attends and reports the business activities at the Board of Directors meetings held by the Company while reporting regularly to the independent directors. 2. Employees may express opinions and communicate with the management, the Human Resources Department, and Audit Office via multiple channels, including internal e-mail, employee opinion mailbox, and Company website. 3. In 2022, there were 0 cases reported externally or internally, and no material unethical conduct 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? | P | 1. The Company established the “Procedures for the Management of Material Insider Information” in 2009, and amended certain provisions thereof according to the law and its actual operational needs in November 2010, March 2012, August 2019, November 2020, and November 2022. 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 mechanism for statement, communication, and risk management to maintain effective operation of the internal control system, prevent conflicts of interest, and provide effective communication channels. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
3. In case the proposal at the meeting of Board of Directors involves those concerning avoidance of conflicting interests, the emcee shall announce the name and reason of recusal before the reading of the proposal and remind the stakeholder to recuse themselves. 4. All meetings of the Board of Directors are held in accordance with the Rules of Procedure for the Board of Directors. 5. In 2022, the Board of Directors held 6 meetings in accordance with the Rules of Procedure for the Board of Directors. | ||||||
(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? | P | To implement ethical management, the Company has established effective accounting and internal control systems and executes relevant accounting business while regularly preparing its financial reports based on IFRS. The CPA is responsible for auditing the related accounting statements and records. For the internal audit, the compliance status is checked according to the annual audit plan drafted by the risk assessment results. The effectiveness of the internal control system’s design and execution is ensured by the annual internal control self-evaluation which is performed according to the Statement on Internal Control Systems, which is approved by a resolution of the Board of Directors after being reviewed and approved by the Audit Committee. | 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? | P | The Ethical Management Best Practice Principles are not only disclosed on the Company’s website accessible to employees at any time, but also promoted during the new employee training and common management courses for all employees to understand and follow the 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? | P | The Company has set up a mailbox and a hotline for whistleblowing, a “Section for employee’s opinions and timely feedback” and the President’s mailbox. Employees may report any improper conduct likely to affect the Company’s goodwill and interests. The Company has also established standard operating procedures for investigation of whistleblowing reports, procedures for subsequent handling, and relevant confidentiality mechanisms. The manager of the Human Resources Department may, if necessary, refer a report to the manager of the relevant department for assistance. The relevant department must complete the Handling Result Form and send it back to the Human Resources Department within two weeks, and the Human Resources Department will make assignments based on the results of the case. The manager of the Human Resources Department will give a response to the whistleblower within 5 days after receiving the Handling Result Form. The acceptance of a reported case, the process, and results of the investigation and related documents are recorded by the manager of the Human Resources Department, who also keeps such records. The relevant regulations specify that 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 persons designated to address such violations. | 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? | P | 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, | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |||
and have adopted measures to protect whistleblowers from improper retaliation as a result of whistleblowing. There was no reported case in 2022. | ||||||
(III) Does the Company take measures to protect whistleblowers from improper retaliation as a result of whistleblowing? | P | 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? | P | According to the “Ethical Management Best Practice Principles”, the Company is committed to high ethical business standards, an effective responsibility mechanism, and high-standard corporate governance to manage its business in a responsible and honest manner. The corporate governance and related information has been disclosed on the Company’s website (website: https://www.agv.com.tw), and the Company has also disclosed its philosophy of ethical corporate management in the sustainability report. | 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. | ||||||
六、其他有助於瞭解公司誠信經營運作情形之重要資訊:(如公司檢討修正其訂定之誠信經營守則等情形) 1.本公司已參照證券交易所發布之上市上櫃公司誠信經營守則,於106年5月訂定本公司之「誠信經營守則」並於108年8月依法令及本公司實務需要修正部份條文,以資遵循。 2.本公司持續秉持誠信經營原則經營本公司,落實遵守相關法令規定,如公司法、證券交易法、食品安全衛生管理法、上市櫃相關規章、貪污防制條例、政府採購法等以做為落實誠信經營的基本前提,用人唯才以品德操守為第一,亦重視職務輪調等相關防弊機制;內部員工無發生任何貪瀆、賄賂及勒索等不法行為。 3.本公司謹遵守在與各往來廠商談判或締約時,主動宣導本公司將以公平、透明之方式進行商業活動,不與有不誠信行為紀錄者有交易往來,在執行業務、上下游交接與跨部門合作時,秉持最高的誠信原則,實事求是,以落實誠信經營。 4.本公司本著落實誠信經營守則,落實清楚透明的產品標示與履歷提供了產品的來源資訊,加上始終堅持大自然的最好,產品研發創新與製程優化升級都朝向純淨、天然、無污染的產品概念,以滿足消費者對產品自然健康的需求,建立值得信賴的品牌形象。 5.持續推動企業永續發展,落實推廣公司優質治理,秉持「讓明日更健康」的企業願景。 |
If the Company has established corporate governance principles or other relevant guidelines, references to such principles must be disclosed:
The Company has established the Corporate Governance Best Practice Principles and relevant internal rules and disclosed accordingly on the Company website (https://www.agv.com.tw/) and MOPS of TWSE.
Other information material to the understanding of corporate governance within the Company:
Please refer to Page 29 of the annual report.
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.
The personnel management 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.
Workplace diversity and equality: The Company values gender equality, equal pay, and equal opportunity for promotion. In 2022, among the Company’s employees, female employees accounted for 57.14%, and female managers accounted for 13.75%.
Cash gifts and subsidies: The Company organizes health examinations for employees, provides parking lots and lactation rooms, and maintains a comprehensive welfare system, such as: cash gifts for retired employees, marriage, parental, children’s education, and funeral subsidies, maternity, paternity, and parental leave, and company gifts.
The Company provides feedback and reflects the profits in the employee remunerations and benefits to share the results of earnings with employees, such as performance bonuses subject to the achievement of KPI, incentive bonuses subject to personal contributions, and employee remuneration. The Company strives to maintain labor–management harmony in order to create a win-win regarding labor–management relations.
The operating performances or results have been appropriately reflected in the remuneration for employees. For example: full pay raise in 2020, pay raise by performance in 2021 and 2022, and full pay raise in 2023, as substantial and timely rewards to employees.
Working environment and measures for protection of the safety of employees:
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