Corporate governance
- 1. The Board of Directors convened 7 meetings in 2025. 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 | 7 | 0 | 100% | ||||||||||||||||||||||||
| Vice Chairman | Cunyuan Heye Co., Ltd. Representative: Chih-Chan Chen | 7 | 0 | 100% | ||||||||||||||||||||||||
| Director | NICE Enterprise Co., Ltd. Representative: Chih-Hung Chen | 4 | 0 | 100% | New elected on June 25, 2025. | |||||||||||||||||||||||
| Director | NICE Enterprise Co., Ltd. Representative: Michael Chen | 1 | 2 | 33% | ||||||||||||||||||||||||
| Director | Yin-Ji-Li International Consulting Corp. Representative: Michael Chen | 0 | 4 | 0% | ||||||||||||||||||||||||
| Director | Fang Tien Enterprise Co., Ltd. Representative: Huai-Hsin Liang | 4 | 3 | 57% | ||||||||||||||||||||||||
| Director | Yueshan Investment Co., Ltd. Representative: Kuan-Hao Chen | 4 | 0 | 100% | New elected on June 25, 2025. | |||||||||||||||||||||||
| Independent Director | Yung-Chien Wu | 7 | 0 | 100% | ||||||||||||||||||||||||
| Independent Director | Wei-Lung Chen | 7 | 0 | 100% | ||||||||||||||||||||||||
| Independent Director | Hsi-Mei Lai | 4 | 0 | 100% | New elected on June 25, 2025. | |||||||||||||||||||||||
| Vice Chairman | Yueshan Investment Co., Ltd. Representative: Ching-Jen Chen | 3 | 0 | 100% | Dismissed on June 25, 2025. | |||||||||||||||||||||||
| Director | Yin-Ji-Li International Consulting Corp. Representative: Hsien-Chueh Hsieh | 3 | 0 | 100% | Dismissed on June 25, 2025. | |||||||||||||||||||||||
| Independent Director | Yung-Fu Tseng | 3 | 0 | 100% | Dismissed on June 25, 2025. | |||||||||||||||||||||||
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 7 Board meetings in 2025 and the resolutions are specified in Page 112-116 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: 1. 15th meeting of the 18th Board of Directors on March 11, 2025: 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. 2. 1st meeting of the 19th Board of Directors on June 25, 2025: In the deliberation of the motion regarding the appointment of members to the Remuneration Committee, independent director Mr. Yung-Chien Wu, independent director Mr. Wei-Lung Chen, and independent director Ms. Hsi-Mei Lai, due to their involvement and personal interests, recused themselves and did not participate in the discussion or voting on this motion. In the deliberation of the motion regarding the appointment of the President, director Mr. Kuan-Hao Chen, due to his involvement and personal interest, recused himself and did not participate in the discussion or voting on this motion. In the deliberation of the motion regarding the appointment of Mr. Ching-Jen Chen as Honorary Vice Chairman of the Company, director Mr. Kuan-Hao Chen and director Mr. Ching-Jen Chen, being in a father-son relationship, recused themselves and did not participate in the discussion or voting on this motion. 3. 2nd meeting of the 19th Board of Directors on June 25, 2025: In the deliberation of the motion regarding the monthly remuneration amounts for the Chairman, Vice Chairman, and President of the Company, Chairman Mr. Kuan-Hao Chen and director Mr. Kuan-Chou Chen are brothers, and director Mr. Chih-Chan Chen and director Mr. Chih-Hung Chen are brothers. Chairman Mr. Kuan-Han Chen, Vice Chairman Mr. Chih-Chan Chen, and director Mr. Kuan-Hao Chen, due to their involvement and personal interests, recused themselves and did not participate in the discussion or voting on this motion. In the deliberation of the motion regarding the remuneration of Mr. Ching-Jen Chen, Honorary Vice Chairman, director Mr. Kuan-Hao Chen, being in a father-son relationship with Mr. Ching-Jen Chen, due to his involvement and personal interest, recused himself and did not participate in the discussion or voting on this motion. 4. 4th meeting of the 19th Board of Directors on November 10, 2025: In the deliberation of the motion regarding the reappointment of the Company’s consultant, Chairman Mr. Kuan-Han Chen and Mr. Kuan-Ju Chen, being brothers, recused themselves and did not participate in the discussion or voting on this motion. 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 2025 is as follows: 1. Evaluation Period: January 1 to December 31, 2025. 2. Evaluation Scope: Performance evaluations of the Board as a whole, individual board members, the Audit Committee, and the Remuneration Committee. 3. The Evaluation Method is based on self-assessment questionnaires (scored on a scale of 0 to 4), which are consolidated and tabulated by the Corporate Governance Officer, converted to a 100-point scale, and reported to the Board of Directors. 4. 2025 Evaluation Results:
5. Board Performance Evaluation Summary: The 2025 performance evaluations of the Board of Directors, individual board members, and all functional committees were rated “Excellent,” reflecting stable overall Board operations, smooth decision-making processes, directors’ thorough command of objectives and responsibilities, and sound oversight mechanisms within the functional committees. The Company will continue to review Board operations in light of evaluation results and to refine its governance mechanisms in order to sustain overall Board effectiveness. The evaluation results were submitted as a report item at the 6th Meeting of the 19th Board of Directors held on March 10, 2026, and were duly noted. 6. Governance Strengths and Areas for Future Enhancement in 2025: (1) Governance Strengths: A. The dimension of enhancing decision-making quality received the highest weighting in the evaluations of both the Board and the functional committees, reflecting thorough agenda preparation, substantive discussion, and an institutionalized decision-making process. B. The Board convenes at an appropriate frequency, with directors demonstrating a thorough command of their objectives and responsibilities and possessing the professional expertise required for effective decision-making. C. Internal controls and oversight mechanisms are sound. Overall, the Company’s board governance framework operates at a mature level and is consistent with the Best Practice Principles for corporate governance. (2) Areas for Future Enhancement: A. Continue to strengthen in-person attendance by directors. B. Continue to review the diversity of the Board’s composition and the complementarity of professional expertise among members. C. Implement follow-up tracking on improvement items identified through performance evaluations. D. Incorporate the Sustainability and Nomination Committee into future evaluation scope. 7. The Company has fully disclosed its board performance evaluation procedures and results through the Market Observation Post System, its annual report, and the Company’s official website. (II) The Board of Directors engages external professional organizations or experts to conduct performance evaluation of the Board of Directors in 2025: In furtherance of corporate governance and the enhancement of board functions, the Company engages an external professional independent institution to conduct a board performance evaluation at least once every three years, in accordance with the Regulations Governing Board Performance Evaluation. The engagement of an external professional institution to conduct the board performance evaluation for 2025 is described below: 1. The Company engaged the Taiwan Investor Relations Association, a qualified and independent third-party institution, to conduct the board performance evaluation for 2025. The evaluation covered the Board as a whole, individual board members, and the functional committees. 2. Evaluation Period: January 1 to December 31, 2025. 3. External Institution: Taiwan Investor Relations Association, an external professional independent institution. 4. Independence: The Taiwan Investor Relations Association and its evaluation members have no commercial dealings or other interests with the Company, and have issued an independence declaration accordingly. 5. Evaluation Method: The evaluation was conducted through a document review, self-assessment questionnaires covering the Board as a whole, individual board members, and the functional committees, and online interviews. 6. Questionnaire Results:
Note: Questionnaire responses were assessed on a scale of 1 to 5, where 1 indicates a failure to satisfy (strongly disagree) and 5 indicates full satisfaction (strongly agree). Overall, the Board, individual board members, and functional committees achieved a rating of “Good” or above on the majority of evaluation items. The evaluation results were submitted for reporting at the 5th Meeting of the 19th Board of Directors held on January 28, 2026, and were duly noted. 7. Overall Commentary on Board Performance Evaluation: (1) Results of the board performance evaluation across five dimensions indicate that the Board performed well in the areas of “Composition and Professional Development,” “Decision-Making Quality,” and “Operational Effectiveness.” Board members possess appropriate professional backgrounds and are able to participate effectively in major business decisions. With respect to the dimensions of “Internal Controls and Risk Management” and “Board Participation in Corporate Social Responsibility,” the Company will continue to strengthen institutional operations and information disclosure to enhance overall corporate governance effectiveness. (2) Results of the individual director performance evaluation across six dimensions indicate that the directors performed well in the areas of command of corporate objectives, awareness of responsibilities, and operational participation, fulfilling their oversight and advisory duties in accordance with the applicable requirements. Going forward, the Company will continue to plan director education and training programs and strengthen participation in matters relating to internal communication and internal controls. (3) Results of the functional committee performance evaluation across five dimensions indicate that each committee performed well in the areas of awareness of responsibilities, decision-making quality, and membership composition, effectively assisting the Board in the discharge of its oversight functions. The Company will continue to review committee membership and key agenda matters to improve operational effectiveness. 8. Recommendations of the External Professional Institution, Taiwan Investor Relations Association: (1) It is recommended that the term of service of all independent directors not exceed three terms to strengthen the independence of independent directors. (2) It is recommended that a board-level functional committee be established as a Sustainability Committee. (3) It is recommended that a Nomination Committee be established to strengthen board functions and governance mechanisms. (4) It is recommended that risk management oversight be assigned to a board-level functional committee, with reports submitted to the Board at least once annually. (5) It is recommended that an intellectual property management plan linked to operating objectives be formulated, with implementation status reported to the Board at least once annually. (6) It is recommended that specific measures to enhance corporate value be formulated and submitted to the Board. 9. Improvement Plan: The Company will implement the following improvement and enhancement measures: (1) The Company plans to establish a Sustainability and Nomination Committee as a board-level functional committee, integrating functions related to sustainability governance and director nomination. (2) The Company will formulate and progressively refine risk management procedures, an intellectual property management plan, and specific measures to enhance corporate value, incorporating these matters into the Board’s regular oversight agenda. (3) At the time of the next director election, the Company will carefully assess the composition, professional backgrounds, and overall structure of the Board to continue strengthening board governance effectiveness. 10. The Company has fully disclosed its board performance evaluation procedures and the evaluation results of the Board, individual board members, and functional committees through the Market Observation Post System, its annual report, and the Company’s official website. 11. The Remuneration Committee will reference the results of director performance evaluations as a basis for remuneration adjustments and compensation structure design. Performance evaluation results also serve as an important reference in decisions regarding the nomination of directors for re-election, thereby ensuring that board members possess sufficient capability and motivation in the discharge of their duties and, in turn, safeguarding the overall interests of the Company and its shareholders. 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 2025 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) Regular reports on the Company’s operating status and the implementation of business, financial, and internal audit plans were submitted to the Board at the 14th through 16th Meetings of the 18th Board of Directors and the 1st through 4th Meetings of the 19th Board of Directors, held on January 10, March 11, May 9, June 25, August 7, and November 10, 2025, and were presented by the President, Chief Operating Officer, head of internal audit, and relevant officers. (V)Proposals for establishment and amendment of regulations: 1. 15th meeting of the 18th Board of Directors on March 11, 2025: A resolution approving an amendment to the Articles of Incorporation. 2. 2nd meeting of the 19th Board of Directors on June 25, 2025: A resolution approving an amendment to the Rules Governing Delegation of Authority and Responsibilities. 3. 3rd meeting of the 19th Board of Directors on August 7, 2025: Approval of amendments to the Ethical Corporate Management Best Practice Principles. 4. 4th meeting of the 19th Board of Directors on November 10, 2025: Approval of amendments to the internal control system under the “Payroll Cycle,” adding operating procedures, key controls, and internal audit implementation guidelines for salary adjustments or compensation allocation for rank-and-file employees. (VI) Implementation and Results of the Board, Director, and Functional Committee Performance Evaluations 1. The status of implementation and results of evaluation of the performance of the Board of Directors in 2025 were acknowledged by the 6th meeting of the 19th Board of Directors on March 10, 2026. 2. The implementation and results of the external board performance evaluation engaged for 2025 were duly noted at the 5th Meeting of the 19th Board of Directors held on January 28, 2026. (VII) The assessment of the engagement, competence and independence of the CPAs was approved by a resolution of the Board of Directors. (VIII) For the purpose of repaying existing financial institution borrowings and supplementing working capital, the Company intends to enter into a syndicated credit facility agreement with Bank of Taiwan and ten other banks for an aggregate amount not exceeding NTD 2.5 billion. (IX) The Company subscribed for 16,346,586 ordinary shares of Taiwan First Biotechnology Corp. issued in a cash capital increase, in proportion to its existing shareholding, at a price of NTD 23 per share, for a total transaction amount of NTD 375,971,478. (X) The 2025 Sustainability Report was submitted, and its results of the promotion and implementation of sustainable development were approved by a resolution of the Board of Directors. (XI) Quarterly reports are submitted to the Board of Directors on the implementation of the GHG inventory and verification schedule plans of the Company and its subsidiary. (XII) Report on renewal of the “liability insurance for directors and managers”. (XIII) The Company conducts quarterly information security awareness campaigns. (XIV) The Company maintains an investor relations section on its official website to collect and address stakeholder feedback. (XV) No external or internal whistleblowing cases were received during 2025, and no material instances of unethical conduct occurred. The implementation status of ethical corporate management has been reported to the Board of Directors. (XVI) The chief corporate governance officer reported that the professional qualifications and independence of the current independent directors are in compliance with relevant laws and regulations, and the report was approved by the Board of Directors. (XVII) The chief corporate governance officer handles requests from directors in accordance with the “Standard Operating Procedures for Handling Requests from Directors”. (XVIII) 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. (XIX) 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. | ||||||||||||||||||||||||||||
A. Establishment or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange 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 Securities and Exchange 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. The first quarter, second quarter, third quarter financial reports, and annual financial report signed or stamped by the Chairman, Manager, and Accounting Supervisor.
K. Any other material matter required by the Company or the competent authority.
- 2. The Audit Committee convened 5 meetings in 2025. 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 | Wei-Lung Chen | 5 | 0 | 100% | |
| Independent Director | Hsi-Mei Lai | 2 | 0 | 100% | New elected on June 25, 2025. |
| Independent Director | Yung-Fu Tseng | 3 | 0 | 100% | Dismissed on June 25, 2025. |
| 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 2025, the Audit Committee of the Company held 5 meetings and the resolutions are specified in Page 40-41 of the annual report. Matters specified in Article 14-5 of the Securities and Exchange Act were approved unanimously by the Audit Committee. (II)Other than those described above, any resolutions unapproved by the Audit Committee but passed by more than two-thirds of directors: None. II. Independent directors’ avoidance of proposals involving any conflict of interest; the names of independent directors, details of the proposals, causes of recusal, and participation in voting shall be disclosed: None. III. Communication between independent directors, internal audit officer and CPAs (e.g. the major matters, methods and results of communication with regard to the financial and business statuses of the Company): (I) Communication Mechanism of the Head of Internal Audit: 1. The head of internal audit submits audit reports to the Audit Committee for review at least once per month and maintains ongoing tracking of the remediation status of internal control deficiencies and irregularities. 2. The head of internal audit attends Audit Committee meetings on a regular basis to report on the implementation of audit plans, material audit findings, and remediation progress. 3. Comments or queries raised by Audit Committee members regarding the content of audit reports are addressed promptly by the head of internal audit, who also conducts follow-up remediation tracking accordingly. (II) Communication Mechanism with the Certified Public Accountants: 1. The signing certified public accountants communicate with the Audit Committee on a regular basis, covering matters including the annual audit plan, key audit matters, audit findings, and the assessment of the fair presentation of the financial statements. 2. The certified public accountants attend Audit Committee meetings to present findings from the financial statement audit, explain internal control deficiencies, and address the impact of recent regulatory developments on the Company, and engage in substantive exchanges of views with the independent directors. (III) Communication Channels and Timeliness: In addition to scheduled meetings, the Audit Committee maintains timely communication with the head of internal audit and the certified public accountants through email, telephone, or video conference as circumstances require, ensuring that information is conveyed promptly and completely. (IV) Communication Effectiveness: Through the foregoing diverse and institutionalized communication mechanisms, the independent directors are able to maintain a thorough understanding of the Company’s financial position, business operations, and internal control functions, and to provide oversight and recommendations in a timely manner. Overall communication is effective and operations proceed smoothly. IV. Summary of the work focuses of the Audit Committee in 2025: (I) Reviewing the annual audit plan. (II) Reviewing the Q1, Q2, Q3 and annual financial reports. (III) Review of the appointment, competence, and independence of CPAs. (IV) Review of amendments to the internal control system and assessment of its effectiveness. (V) Review significant investment matters. (VI) Reviewing internal audit reports and follow-up reports. (VII) Regular communication with the external auditors. |
|||||
| Audit Committee | Proposal | Objection or reservations by independent director | Resolution Results | Company’s response to Audit Committee’s opinions |
| January 10, 2025 2nd Audit Committee, 13th meeting |
Matters to be reported: 1.Report on the implementation status of internal audit plan. 2.Communication between CPAs and governance unit. |
None | Acknowledged | Acknowledged |
| Matters to be discussed:None. | ||||
| March 11, 2025 2nd Audit Committee, 14th meeting |
Matters to be reported: 1.Report on the implementation status of internal audit plan. 2.Communication between CPAs and governance unit. |
None | Acknowledged | Acknowledged |
| Matters to be discussed: 3. Review of the Company’s 2024 financial statements (including consolidated financial statements). 4. Review of the proposal for distribution of the earnings of 2024. 5. Review of the 2024 “Statement of Internal Control System”. 6. Review of the issuance of common shares for cash capital increase via private placement approved by the 2024 annual shareholders’ meeting, with a proposal to discontinue the issuance in the remaining period. 7. Review of the proposal for issuance of common shares for cash capital increase via private placement. 8. Review of the proposal for requesting a credit line of syndicated loan of no more than NTD 2.5 billion in order to repay existing loans from financial institutions and replenish working capital. 9. Review of the proposal for assessment of the engagement and independence of the CPAs. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
| May 9, 2025 2nd Audit Committee, 15th meeting |
Matters to be reported: 1.Report on the implementation status of internal audit plan. |
None | Acknowledged | Acknowledged |
| Matters to be discussed: 2. The 2025 Q1 consolidated financial statements, audited by the CPAs. 3. Review of the proposal for the Company to purchase common shares issued by its subsidiary for cash capital increase. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
| August 7, 2025 3rd Audit Committee, 1st meeting |
Matters to be reported: 1.Report on the implementation status of internal audit plan. |
None | Acknowledged | Acknowledged |
| Matters to be discussed: 2. Review of the 2025 Q2 consolidated financial statements, audited by the CPAs. 3. Review of the subscription to new ordinary shares issued in a cash capital increase by Taiwan First Biotechnology Corp. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
| 2025.11.10 3rd Audit Committee, 2nd meeting |
Matters to be reported: 1.Report on the implementation status of internal audit plan. |
None | Acknowledged | Acknowledged |
| Matters to be discussed: 2. Review of the 2025 Q3 consolidated financial statements, audited by the CPAs. 3. Review of the 2026 audit plan. 4. Review of amendments to the internal control system under the “Payroll Cycle,” adding operating procedures, key controls, and internal audit implementation guidelines for salary adjustments or compensation allocation for rank-and-file employees. 5. Review of the proposal for the Company to purchase common shares issued by its subsidiary for 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? | V | 1. In accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the Company adopted its Corporate Governance Best Practice Principles on May 12, 2017, and has implemented its corporate governance framework in accordance therewith. The Principles have been revised on multiple occasions – August 13, 2019; January 18, 2022; March 13, 2023; March 11, 2024; and November 8, 2024 – with each revision having been approved by resolution of the Board of Directors. 2. The complete text of the Principles has been disclosed on the Company’s official website (https://www.agv.com.tw) and on the Market Observation Post System for reference by shareholders and stakeholders. 3. The Company continues to implement corporate governance in accordance with the spirit of the Principles to protect shareholder rights and give due consideration to the interests of other stakeholders. | In compliance with the Best Practice Principles. | ||||||||||||||||
| II. Equity structure and shareholders’ equity of the Company | |||||||||||||||||||
| (I) Has the Company established internal procedures for handling shareholders’ suggestions, questions, disputes, and lawsuits? Does your company follow such procedures? | V | 1. In addition to engaging a professional share registrar agent to handle share administration matters, the Company has established comprehensive internal operating procedures for handling shareholder suggestions, inquiries, disputes, and litigation. 2. The Company has a spokesperson and deputy spokesperson system in place to ensure that all questions from shareholders or other stakeholders are effectively responded to in all circumstances. 3. The Company has designated a Corporate Governance Officer and dedicated share administration personnel responsible for shareholder communications, ensuring that shareholder feedback is addressed promptly and appropriately, and strengthening the relationship between the Company and its shareholders. |
In compliance with the Best Practice Principles. | ||||||||||||||||
| (II) Does the Company keep a list of major shareholders actually controlling your company and the ultimate controllers of the major shareholders ? | V | 1. The Company has a stock agency - Capital Securities Corporation, to keep track of the shareholders’ register, and ensure the management and update of the shareholders’ information. 2. The Company regularly reports the changes in shareholdings of directors and insiders on a monthly basis, which helps ensure the transparency and accuracy of insider shareholdings. |
In compliance with the Best Practice Principles. | ||||||||||||||||
| (III) Has the Company established and implemented a system for risk control and firewalls with its affiliates? | V | The Company and its affiliated enterprises operate independently of one another and are managed in accordance with the internal control system and the Procedures for Subsidiary Oversight. A dedicated unit has been established to oversee investment management; through participation in key meetings and oversight mechanisms, the Company monitors the operating conditions and decision-making direction of its affiliated enterprises to mitigate operational risk. | In compliance with the Best Practice Principles. | ||||||||||||||||
| (IV) Has the Company established internal regulations that prevent insiders from trading securities using non-public market information ? | V | The Company has established and disclosed internal regulations prohibiting insiders from trading in securities using material non-public information, and has implemented such regulations as described below: 1. The Company has adopted the Ethical Corporate Management Best Practice Principles and the Procedures for Handling Material Inside Information, both of which are disclosed on the Company’s website and serve as the basis for preventing insider trading. Pursuant to these regulations, the Company’s directors, managerial officers, employees, and other insiders are required to comply with the Company Act, the Securities and Exchange Act, and other applicable laws and regulations, and are prohibited from trading in securities using material non-public information in order to protect investor rights and uphold market fairness. 2. The Company has expressly set forth insider share trading controls in its Corporate Governance Best Practice Principles and Procedures for Handling Material Inside Information, prohibiting directors from trading in the Company’s shares during the blackout period of thirty days prior to the announcement of the annual financial report and fifteen days prior to the announcement of each quarterly financial report, so as to prevent insiders from trading on the basis of undisclosed financial information. 3. To ensure the effective implementation of these regulations, the Company has adopted the following specific measures: (1) Blackout Period Notification Mechanism: Prior to each board meeting at which financial reports are to be considered, the applicable blackout period is calculated in accordance with regulatory requirements, and directors and insiders are notified in advance of the prohibition on trading during such period. (2) Education and Awareness Measures: Regulatory briefings are conducted for newly appointed directors and insiders, covering insider trading prevention, material information handling, and related compliance matters. Up-to-date regulatory information is also provided on a continuing and ad hoc basis to strengthen compliance awareness. (3) The following is a list of the Company’s implementation of the annual report before publication:
|
In compliance with the Best Practice Principles. | ||||||||||||||||
| III. Composition and responsibilities of the Board of Directors | |||||||||||||||||||
| (I) Has the Board of Directors established a diversity policy and specific goals of management? Have such policies and goals been implemented ? | V | 1. Board Diversity Policy: In accordance with its Corporate Governance Best Practice Principles, the Company has adopted a board diversity policy that considers the overall composition of the Board to encompass directors of different genders, ages, nationalities, and cultural backgrounds, and to possess industry experience and professional competencies – including but not limited to expertise in the food industry, finance, law, information technology, and business management – in order to enhance the quality of Board decision-making. The Board as a whole is expected to possess the following competencies: business judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspective, leadership, and decision-making capability. 2. Specific Objectives for Board Diversity and Achievement Status:
3. Board Diversity Profile: (1) Board Composition: The Board comprises 9 directors, including 3 independent directors, representing 33.33% of total board seats. (2) Age Distribution : 51-60 years (44.44%); 61-70 years (44.44%); 71-80 years (11.11%) (3) Professional Fields: Food industry/ food and nutrition; business / economics; finance / information technology; law. (4) Competencies and Experience: Board members possess diverse competencies spanning food industry expertise, business development, financial management, environmental sustainability, and social engagement, sufficient to support the Company’s operational and strategic development needs. 4. The CPAs reported to the Audit Committee on the operation of the audit quality indicators, and the resolution of the 3rd meeting of the 3rd term of the Audit Committee on March 10, 2026 was passed as proposed, and the resolution of the 6th meeting of the 19th term of the Board of Directors on March 10, 2026 was passed as proposed. All the procedures complied with the relevant regulations and corporate governance requirements. |
In compliance with the Best Practice Principles. | ||||||||||||||||
| (II) Has the Company, apart from establishing a remuneration committee and an audit committee, voluntarily set up any other functional committee ? | V | In addition to the Audit Committee and Remuneration Committee established pursuant to statutory requirements, the Company has voluntarily established a Sustainability and Nomination Committee to strengthen board functions, enhance corporate governance quality, and promote sustainable development. The Sustainability and Nomination Committee is responsible for sustainability strategy planning, the director nomination mechanism, and board performance evaluation, and assists the Board in implementing its corporate governance and sustainability objectives. To further improve operational efficiency and professional specialization, the Company has also established a number of internal specialized committees and management mechanisms, including the Management Strategy Committee, Marketing Management Committee, Overall Quality Management Review Committee, Evaluation Committee for Food Science and Technology Personnel, Procurement Committee, Operations Review Commission, Personnel Evaluation Committee, and Security Center, each responsible for professional management in the areas of company operations, quality management, human resources, and risk management. All of the foregoing committees and organizations operate in accordance with the applicable laws and regulations and the Company’s internal rules and procedures to ensure the legality and effectiveness of their operations, and to continuously strengthen the Board’s governance framework and the Company’s overall operating performance. |
In compliance with the Best Practice Principles. | ||||||||||||||||
| (III) Has the Company established regulations and methods for the evaluation of the performance of the Board of Directors? Does the Company conduct such performance evaluations on a regular basis each year? Are the results of such performance evaluations submitted to the Board of Directors and used as a reference for the remuneration of individual directors and for their nomination or re-election? | V | The Company has established the Board of Directors’ performance evaluation measures, and has also implemented an internal Board of Directors’ performance evaluation in accordance with the measures every year. The evaluation results will be submitted to the Board of Directors for reporting before the first quarter of the next year to ensure the transparency and efficiency of the Board of Directors’ operations. The 2025 Board of Directors’ performance evaluation was completed in February 2025. The evaluation results are as follows: • Average score of the whole Board of Directors: 92.44 • Average score of individual directors: 95.56 • Average score of the Audit Committee: 98.11 • Average score of the Remuneration Committee members: 98.25 The above results are all excellent (90 or above), which shows that the Board of Directors and members of various committees have performed well. The evaluation results were submitted to the 6th meeting of the 19th Board of Directors on March 10, 2026, and acknowledged by the Board of Directors. The Company follows applicable laws and regulations in the process of performance evaluation of the Board of Directors, to ensure the standardization and transparency of corporate governance. The results of the performance evaluation of the Board of Directors of the Company are submitted to the Board of Directors before the first quarter of each year, and the results are used as follows: The reference for individual directors’ remuneration: The results of performance evaluation will be used as an important basis for adjusting directors’ remuneration to ensure that the directors’ remuneration is consistent with their work performance. The nomination of the continuing directors is based on the results of the evaluation, which will also become one of the important references for the nomination of the continuing directors, in order to enhance the overall performance and professionalism of the Board of Directors. In 2025, the Company commissioned an external professional institution to conduct a board performance evaluation, and the results were duly reported to and acknowledged by the Board of Directors at the 5th meeting of the 19th term on January 28, 2026. |
In compliance with the Best Practice Principles. | ||||||||||||||||
| (IV) Does the Company assess the independence of CPAs on a regular basis ? | V | 1. According to the Company Act and Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the independence of CPAs shall be assessed periodically (at least once per year). With reference to Article 47 of the Certified Public Accountant Act and the items for assessment listed in the Standards of Professional Ethics for Certified Public Accountants Bulletin No. 10 “Integrity, Impartiality, Objectivity and Independence”, the CPAs Ling-Wen Huang and Kuo-Ming Li from Crowe Taiwan, engaged by the Company for financial and tax audits in 2026, have met the independence and competence requirements according to the results of assessment conducted by the Company’s accounting department. Also, the CPAs have issued their 2026 CPA independence assessment reports and provided a declaration of independence. 2. The Company has established the following assessments of independence and suitability for the CPAs, including: (1) There is no direct or material indirect financial interest relationship between the CPAs and their dependents and the Company. (2) There is no significant close business relationship between the CPAs and the Company. (3) The CPAs have no potential employment relationship with the Company during the audit. (4) The CPAs and their dependents have not had loans from the Company. (5) The CPAs have not received gifts or gifts of great value from the Company and the Company’s directors and managers (the value of which exceeds the general social custom). (6) The CPAs have not been providing the Company with audit services for seven consecutive years. (7) The CPAs do not hold the Company’s shares. (8) The CPAs, their spouses or dependents, and their audit team have not served as directors, managers, or in positions that have significant influence on the audit operation during the audit period or in the most recent two years, and it is also confirmed that they will not serve the above-mentioned positions in the future audit period. (9) Are the CPAs in conformity with the Norm of Professional Ethics for Certified Public Accountants No. 10 regarding the independence, and have they obtained the “Declaration of Independence” issued by the CPAs. 3. The assessment of independence of the CPAs includes four items: (1) Requirements of the Certified Public Accountant Act. (2) Standards of Professional Ethics for Certified Public Accountants Bulletin No. 1. (3) Standards of Professional Ethics for Certified Public Accountants Bulletin No. 10. (4) Articles 65 and 68 of TWSQM1 concerning the quality control of accounting firms. 4. The CPAs reported to the Audit Committee on the operation of the audit quality indicators, and the resolution of the 3rd meeting of the 3rd term of the Audit Committee on March 10, 2026 was passed as proposed, and the resolution of the 6th meeting of the 19th term of the Board of Directors on March 10, 2026 was passed as proposed. All the procedures complied with the relevant regulations and corporate governance requirements. |
In compliance with the Best Practice Principles. | ||||||||||||||||
| IV. Does the TWSE/TPEx listed company appoint an appropriate number of competent corporate governance officers and designate a chief corporate governance officer to be in charge of corporate governance affairs (including but not limited to providing the information required for directors or supervisors to perform their duties, assisting directors or supervisors in compliance, managing affairs for Board of Directors meetings and shareholders’ meetings as required by law, and preparing minutes for Board of Directors meetings and shareholders’ meetings)? | V | The Company has designated a Corporate Governance Officer as required by law. The role is concurrently held by the incumbent Director of Human Resources, Yueh-Tsu Tsai, who holds a master’s degree in business administration from National Chiayi University and has extensive experience in legal compliance and board and share administration practice, satisfying the requirements of the Corporate Governance Best Practice Principles. Key responsibilities encompass Board and shareholders’ meeting affairs, legal compliance, director support, corporate governance evaluation, and the promotion of sustainability and ethical corporate management, as detailed below: 1. Managing matters related to the Board of Directors meetings and shareholders’ meetings in accordance with the law. 2. Preparing minutes for Board of Directors meetings and shareholders’ meetings. 3. Assisting directors in taking office and continuing training. 4. Providing the information required for directors to perform their duties. 5. Assisting directors in compliance. 6. Submitting a report to the Board of Directors regarding the result of review on whether the qualifications of independent directors meet the requirements of relevant laws and regulations at the times of their nomination and election and during their term of service. 7. Managing matters related to changes of directors. 8. Other matters described or established in the articles of incorporation or under contract. The following is a description of the key duties performed and the status of continuing training in 2025: 1. Handling all matters relating to Board, functional committee, and shareholders’ meetings in accordance with the applicable laws and regulations. All directors are notified of meetings at least seven days in advance with sufficient meeting materials provided, and minutes of the Board, functional committee, and shareholders’ meetings are prepared accordingly. 2. The update of the latest information on laws and regulations required for the directors to perform their duties. 3. At the 4th Meeting of the 19th Board of Directors held on November 10, 2025, a report was submitted to the Board on the professional qualifications and independence of the incumbent independent directors. Following a review by the Corporate Governance Officer confirming that all three incumbent independent directors satisfy the applicable statutory requirements, qualification checklists and declarations for independent directors (covering their term of service) were provided and placed on record by the Board, ensuring that independent directors maintain their independence and professional qualifications in compliance with the applicable regulations throughout their terms. 4. Provision of information related to continuing education for directors to assist them in legal compliance. 5. Registration of the date of the shareholders’ meeting each year as required by law, and preparation and filing of meeting notices, handbooks, meeting minutes, and annual reports before the deadline. 6. Matters related to changes in company registration. 7. Matters related to investor relations. 8. Review of the corporate governance evaluation indicators published every year, review of the targets achieved by the Company item by item, and planning for improvements. 9. Amendments to the latest regulations concerning corporate governance, and the submission of such amendments to the Board of Directors for review. 10. Assessment of the purchase of liability insurance for directors and important employees, and reporting its implementation to the Board of Directors. 11. Reported the results of Board, director, and functional committee performance evaluations to the Board of Directors. 12. Completed reporting to the Board of Directors on the implementation outcomes of the Sustainability Report. 13. Completed reporting to the Board of Directors on the promotion and implementation of ethical corporate management. 14. Completed other relevant matters as stipulated in the Company’s Articles of Incorporation or applicable agreements. 15. The Corporate Governance Officer completed 18 hours of continuing education during 2025. Satisfying the requirements of the corporate governance regulations applicable to TWSE/TPEx listed companies. |
In compliance with the Best Practice Principles. | ||||||||||||||||
| V. Has the Company established channels of communication with stakeholders (including but not limited to shareholders, employees, customers, and suppliers)? Does the Company create a section for stakeholders on its website and give proper responses regarding important issues of corporate social responsibility that concern stakeholders? | V | 1. To achieve sustainable management and development, it is imperative that the Company understand the opinions of stakeholders as an important basis of sustainable development. Besides maintaining interaction with stakeholders in various forms, the Company has also set up a section for external communication on its website: https://www.agv.com.tw/ir/stakeholder-area/, allowing stakeholders to contact the Company more easily. 2. The Company’s website has a stakeholder section (including business partners, social welfare organizations, consumers, customers, employees, governments, local communities, non-government organizations, shareholders and other investors, suppliers, public associations, disadvantaged groups, etc.) that provides various information related to stakeholders, such as shareholders’ meeting information, corporate governance, corporate social responsibility, etc., so that stakeholders can easily inquire and interact with the Company effectively. The corporate governance officer is responsible for managing this communication channel to ensure that stakeholders can express their concerns in a timely manner and provide corresponding responses and solutions. 3. The Company will publicly disclose its measures and results in terms of corporate social responsibility (CSR) issues that are of most concern to stakeholders, including environmental protection, employee welfare, social welfare, and other fields. 4. Communication channels Employee relations – Ms. Tsai, Human Resources Department Email: yuehchu@mail.agv.com.tw Stock Affairs Office – Ms. Tsai Email: yuehchu@mail.agv.com.tw Investor relations – Ms. Chang, Accounting Department Email: j77888@mail.agv.com.tw Customer service center – Ms. Chang, Customer Service Center Email: greenbar@mail.agv.com.tw 5. The Company’s 3rd meeting of the 19th Board of Directors on August 7, 2025, reported the Company’s “2024 Sustainability Report” to the Board of Directors. The report included the sustainability policy and promotion, risk management, ethical management, climate change, energy management, human rights policy, occupational safety, and communication with stakeholders. The report is intended to outline and implement sustainable operation. |
In compliance with the Best Practice Principles. | ||||||||||||||||
| VI. Does the Company engage any professional shareholder services agent to manage affairs for shareholders’ meetings ? | V | The Company has engaged the professional Registrar Department of Capital Securities Corporation to manage affairs for shareholders’ meetings. | In compliance with the Best Practice Principles. | ||||||||||||||||
| VII. Information Disclosure : | |||||||||||||||||||
| (I) Does the Company set up a website to disclose financial, business, and corporate governance information ? | V | The Company is committed to providing transparent and complete financial and business and corporate governance information, and ensuring that all stakeholders can easily inquire about relevant information. The Company’s website (including the English version) has fully disclosed the financial and corporate governance information of the Company. Website: https://www.agv.com.tw. | In compliance with the Best Practice Principles. | ||||||||||||||||
| (II) Does the Company use other means to disclose information (e.g., setting up an English website, assigning specialized personnel to collect and disclose corporate information, implementing a spokesperson system, uploading the proceedings of investor conferences to the Company’s website)? | V | 1. The Company has designated personnel to be responsible for the collection and disclosure of information relating to the Company, ensuring the accuracy, integrity and timeliness of information, in order to meet the requirements of the law and to protect the Company’s image. 2. Two investor conferences were held in 2025, on September 11, 2025, and December 16, 2025, respectively. 3. Spokesperson: Chairman Kuan-Han Che Deputy Spokespersons: Vice Chairman Chih-Chan Chen, President Kuan-Hao Chen, and COO Chien-Hua Chen. 4. Investors can visit the MOPS for information related to the Company’s finance, business, corporate governance, and corporate social responsibility. 5. The video of the investor conference has been disclosed on the Company website at https://www.agv.com.tw, allowing investors and other stakeholders to readily access the latest information of the Company. |
In compliance with the Best Practice Principles. | ||||||||||||||||
| (III) Does the Company publish and submit an annual financial report within two months after the end of each fiscal year? Does the Company publish and submit financial reports for the first, second, and third quarters and the monthly status of operations before the required deadline? | V | Publication of the 2025 financial report was completed on March 13, 2026. The Q1, Q2, and Q3 financial reports and information of monthly operations have been submitted for disclosure within the period specified in the Taiwan Stock Exchange Corporation Rules Governing Information Filing by Companies with TWSE Listed Securities and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds of the TWSE. | In compliance with the Best Practice Principles. | ||||||||||||||||
| VIII. Does the Company have other important information useful for understanding the status of corporate governance of the Company (including but not limited to employees’ rights, employee care, investor relations, supplier relationships, stakeholders’ rights, continuing training of directors and supervisors, implementation of risk management policies and risk measurement standards, implementation of customer policies, purchase of liability insurance for directors and supervisors by the Company, etc)? | V | 1. Employee rights and Employee Care: The Company places great importance on labor-management harmony and is committed to fostering a workplace environment that supports work-life balance. Regarding employees as its most valuable asset, the Company has established comprehensive personnel systems and promotion mechanisms and provides a range of employee care measures: (1) Profit Sharing and Safe Workplace: A profit sharing system is in place, and a safe and harmonious work environment has been created to support employee development. (2) Emergency Assistance and Employee Benefits: Emergency assistance mechanisms are provided, along with diverse employee benefits – including cultural, educational, and recreational activities and in-service training programs – to promote physical and mental wellbeing and personal development. (3) Education Subsidies and Health Care: Children’s education scholarships are provided, and regular employee health examinations are conducted to attend to employees’ physical and mental health. (4) Employee and Family Care: The Company attaches importance to the wellbeing of employees and their families, fostering a sense of identification with and commitment to the Company. 2. Company and Investor Relations: The Company handles the announcement and filing of required disclosures in accordance with regulations issued by the competent authority to provide timely information that may affect investor decision-making. The Company has designated a spokesperson and deputy spokesperson as required by law, and has established an investor relations contact to handle matters between the Company and its investors, strengthen investor confidence in management, and facilitate the flow of information and effective communication. 3. Relationships with Suppliers: (1) Stable and Constructive Supplier Relationships: The Company maintains stable and constructive working relationships with its suppliers, contributing to the smooth and efficient operation of the supply chain. (2) On-Site Supplier Evaluations: The Company conducts regular on-site evaluations of suppliers to ensure that the products or services provided meet the Company’s quality standards. (3) New Supplier Factory Visit Records: Factory visits are conducted for new suppliers and records are maintained, serving as an important measure to ensure that new business partners satisfy the Company’s standards. (4) Unscheduled On-Site Evaluation Visits: The Company conducts unscheduled on-site visits to suppliers, supporting sound supplier management and enabling the timely monitoring of supplier operations. (5) Sustainable Development: The Company focuses not only on the immediate performance of suppliers but also on the healthy development of long-term cooperative relationships and the achievement of sustainability objectives. 4. Stakeholders’ Rights: The Company has established diverse communication channels and implements thorough information disclosure. Stakeholder concerns are disclosed in the Sustainability Report, and the Company respects and protects the lawful rights and interests of stakeholders in order to build a foundation of mutual trust and promote sustainable development. 5. The total continuing education hours completed by directors (including independent directors) in 2025 amounted to 75 hours. Details of the continuing education are as follows: A. Chairman Kuan-Han Chen: Attended “Insider Trading / Practical Analysis of Equity Reporting Practices” and “2025 Legal Compliance Briefing on Equity Transactions by Insiders.” B. Vice Chairman Chih-Chan Chen: Attended “Taiwan’s Energy Policy and New Energy Development,” “2026 Global and Taiwan Economic, Financial, and Investment Outlook,” and “Looking Ahead to 2026: Key Indicators and Trend Analysis of the International Political and Economic Landscape.” C. Chih-Hung Chen, Director: Attended “2025 Legal Compliance Briefing on Equity Transactions by Insiders,” “SDGs and ESG Sustainability Management,” and “Practical Workshop on Sustainability Information Preparation and Disclosure.” D. Kuan-Hao Chen, Director: Attended “Practical Training Workshop for Directors, Supervisors (Including Independent), and Corporate Governance Officers.” E. Director Kuan-Chou Chen: Attended “Risk Management and Strategic Analysis for Corporate Sustainability” and “Ethical Corporate Management and Directors’ Fiduciary Duties, with Discussion of Anti-Money Laundering and Counter-Terrorism Financing Practices.” F. Director Huai-Hsin Liang: Attended “Corporate Governance and Risk Management” and “Advanced Practical Sharing for Corporate Governance Personnel.” G. Yung-Chien Wu, Independent Director: Attended “Sustainability Policy and Disclosure Obligations” and “Ethical Corporate Management and Directors’ Fiduciary Duties, with Discussion of Anti-Money Laundering and Counter-Terrorism Financing Practices.” H. Director Wei-Lung Chen: Attended “Risk Management and Strategic Analysis for Corporate Sustainability” and “Ethical Corporate Management and Directors’ Fiduciary Duties, with Discussion of Anti-Money Laundering and Counter-Terrorism Financing Practices.” I. Hsi-Mei Lai, Independent Director: Attended “Practical Training Workshop for Directors, Supervisors (Including Independent), and Corporate Governance Officers.” 6. Implementation of Risk Management Policies and Risk Measurement Standards: The Company adopts a prudent and conservative risk management strategy, refraining from high-risk or leveraged investments and giving priority to risk management and capital preservation in all decisions, in order to ensure stable and sound business operations. 7. Implementation of Consumer and Customer Protection Policies: The Company operates a consumer services hotline to actively handle consumer feedback and complaints, protect and uphold consumer rights, and provide consumers with the highest level of service, with the aim of enhancing consumer satisfaction and strengthening brand image. 8. To protect the Company’s directors and managerial officers against potential legal risks arising from the exercise of their duties, and pursuant to Article 26-1 of the Company’s Articles of Incorporation authorizing the purchase of liability insurance for directors, the Company has obtained a one-year liability insurance policy from Shin Kong Insurance Co., Ltd. for a coverage amount of USD 2,000,000. The policy was approved and placed on record at the 3rd Meeting of the 19th Board of Directors held on August 7, 2025. |
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. A minimum of one director of each gender must be represented at all times on the Company’s Board of Directors. 2. The Company’s Regulations for Board Performance Evaluation have been approved by the Board of Directors, stipulating that an external evaluation shall be conducted at least once every three years. The evaluation has been carried out in the year of this report, or within the two years prior, and the implementation status and evaluation results have been disclosed on the Company’s website or in the annual report. 3. The Company discloses the water consumption and total weight of waste over the previous two years. 4. The Company has established an environmental management system and disclosed the implementation status on the Company’s website, annual reports or sustainable reports. 5. The Company has adopted policies for GHG reduction management, including reduction targets, implementation measures, and results of achievement. 6. The Company discloses the scope of greenhouse gas emissions and the annual emissions volume in the previous year. 7. The Company has established an energy management plan and disclosed the implementation status on the Company’s website, annual report, or sustainability report. 8. The Company conducts employee satisfaction surveys on a regular basis, and discloses the status and improvement plans. 9. The Company has established a personal data protection policy and disclosed the contents and its implementation. 10. Regarding customer health and safety, marketing, and labeling in relation to products and services, the Company has established policies and complaint procedures for the protection of consumer and customer rights. (II) Priority corrective actions and measures for any issues that are yet to be rectified: 1. The Company has established a Nomination Committee with no fewer than three members and with more than half of whom are independent directors. An independent director serves as the convener and chair of the meetings, and the committee regularly discloses its composition, duties, and operations. 2. The Company has established a Board-level Sustainable Development Committee with no fewer than three members. Members shall possess professional knowledge and capabilities in corporate sustainability, and at least one director shall participate in supervision. The composition, duties, and operations of the committee are disclosed. 3. The Company has established a dedicated (or concurrent) unit responsible for promoting ethical corporate management, which is in charge of formulating and supervising the implementation of ethical corporate management policies and prevention programs. The operation and implementation status of the unit are disclosed on the Company’s website and in the annual report, and reports are submitted to the Board of Directors at least once a year. |
|||||||||||||||||||
(1) The Remuneration Committee shall implement the following duties faithfully and submit the proposed motions to the Board of Directors for discussion to fulfill the duty of care as a good administrator:
A. Regularly review the Charter and propose amendment motions.
B. Stipulate and review regularly the compensation policies, systems, standards and structures and performance of directors and managers.
C. Regularly review the remunerations and its amounts to directors and managers.
(2) The Remuneration Committee shall comply with the following principles when performing the above duties:A. The remuneration to directors and managers shall be paid with reference to the business performance with the level of the peers in the practice while considering the time spent by the individual and their responsibilities and performance and the reasonableness of the correlation between the Company’s business performance and future risk.
B. The directors and managers shall not induced to engage in activities involving risk beyond the tolerance limits of the Company in order to pursue monetary reward.
C. The dividend distribution ratio of short-term performance and partial changes in the payment time of remuneration for the directors and senior managers shall be determined based on the characteristics of the industry and nature of the Company’s business.
D. Make sure the remuneration arrangement of the Company meets relevant laws and regulations and is sufficient to attract outstanding talents.
E. The members of the Remuneration Committee shall not engage in the discussion or voting for the determination of their individual remuneration.
Information concerning the operation of the Remuneration Committee
(1) The Company’s Remuneration Committee consists of 3 members.
(2) The term of office: From June 25, 2025 to June 24, 2028. The Remuneration Committee held 3 meetings in 2025. 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-Chien Wu | 3 | 0 | 100% | |
| Member | Hsi-Mei Lai | 1 | 0 | 100% | New elected on June 25, 2025. |
| Member | Yung-Fu Tseng | 2 | 0 | 100% | Dismissed on June 25, 2025. |
| Other items to be stated:
I. In the event where the Remuneration Committee’s proposal is rejected or amended by the Board of Directors, please describe the date and session of the meeting, details of the proposal, the board’s resolution, and how the Company handles the Remuneration Committee’s opinions (if the remuneration approved by the Board of Directors was more favorable than the one proposed by the Remuneration Committee, the differences and reasons shall be specified): None. II. For resolution(s) made by the remuneration committee with the committee members voicing opposing or qualified opinions on the record or in writing, please state the meeting date, term, contents of motion, opinions of all members and the company’s handling of the said opinions: None. |
|||||
| Remuneration Committee | Proposal and follow-up actions | Resolution Results | The Company’s response to Remuneration Committee’s opinions |
| 2025.1.10 6th meeting of 5th Committee | 1. Review on the proposal for the 2024 distribution of year-end bonus. 2. Review of the remuneration for the Company’s senior managers. |
1. The members present at the meeting resolved to adopt 3rd Option and submitted it to the Board of Directors for review. 2. Approved as proposed and submitted to the Board of Directors for review |
Approved as proposed by the Board of Directors |
| 2025.3.11 7th meeting of 5th Committee | Review on the proposal for the distribution of remuneration to directors and employees in 2024. | Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors |
| 2025.6.25 1st meeting of 6th Committee | 1. Review and approve the monthly salary payments for the Company’s managers. 2. Review and approve the compensation of the Honorary Vice Chairman. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors |
| Item | Implementation status | Deviation from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Yes | No | Summary | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
I. Has the Company established a governance framework to promote sustainable development? Has the Company established a specialized (or designated an existing) department to promote sustainable development, which the senior management is authorized by the Board of Directors to manage under the supervision of the Board of Directors?
|
V | The Company has established a sound sustainability governance framework. The relevant implementation status is as follows: 1. Sustainability Organizational Structure and Responsibilities The Company established its corporate social responsibility organization in 2015 and renamed it the sustainability organization in 2022. The President serves as the overall convener, with the Human Resources Department serving as the part-time coordinating unit responsible for planning and executing sustainability-related matters. The coordinating unit sets objectives and implements initiatives across seven dimensions based on the risks and opportunities specific to each area: investor relations, corporate governance, labor and human rights, supply chain management, channel management, product responsibility, and environmental protection and energy. 2. Risk Assessment and Management Mechanism Based on the materiality principle as applied to the Company’s operations, the Human Resources Department conducts regular risk assessments of environmental, social, and governance issues relevant to the Company’s operations. Drawing on these risk assessments, feasible risk management policies or strategies are formulated in accordance with the risks and opportunities identified for each issue and implemented effectively. 3. Board Oversight The promotion of sustainability initiatives is subject to oversight by the Board of Directors to ensure the effective implementation of all measures and the achievement of intended objectives. The Board reviews the sustainability performance report at least once annually, examines the achievement of each objective, and evaluates the Company’s overall performance across the environmental, social, and governance dimensions. 4. Information Disclosure and Stakeholder Communication The Company discloses its sustainability promotion outcomes in the annual report each year and makes relevant information publicly available on its website, ensuring that stakeholders are fully informed of the Company’s sustainability policies, actions, and implementation results. 5. Submission and approval of the Sustainability Report The Company prepared the 2024 Sustainability Report, covering material topics such as sustainability policies, promotion outcomes, risk management, ethical corporate management, climate change, energy management, human rights policies, workplace safety, and stakeholder communication. The report was submitted to the Board of Directors for deliberation, and the implementation outcomes and areas for improvement were approved by resolution at the 3rd Meeting of the 19th Board of Directors held on August 7, 2025. |
In compliance with the Best Practice Principles.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| II. Does the Company implement the risk assessment of environmental, social, and corporate governance issues related to corporate operation and establish relevant risk management policies or strategies based on the principle of materiality? | V | The Company’s Sustainability and Nomination Committee was established by resolution of the Board of Directors on March 10, 2026. The committee shall comprise no fewer than three members, with independent directors accounting for more than half of the membership. All members shall elect one independent director to serve as the convener and chairperson of meetings in order to strengthen the sustainability governance framework and board functions. In accordance with the materiality principle, the Company conducts systematic risk assessments of environmental, social, and governance (ESG) issues and has established a Security Center to coordinate risk identification, analysis, and response mechanisms. Based on these assessments, risk management policies and strategies are formulated to mitigate potential impacts, strengthen overall response capabilities, and ensure the achievement of the Company’s sustainable operations objectives. 1. Environmental issues (1) The Company strictly abides by the government’s relevant environmental protection laws and regulations and stakeholders’ concerns, and has formulated various environmental protection regulations. The supervisors at all levels must practice the responsibility of supervision, ensure that all operating activities comply with the requirements of environmental regulations. Through continuous education and training and internal communication, the Company strengthens the employees’ knowledge on the importance of environmental protection, encourages energy conservation and carbon reduction, promotes energy conservation, resource recycling and regeneration, effectively uses limited resources, integrates the environmental management system into the operating process, adopts appropriate production technologies and pollution prevention measures, promotes waste reduction, resource recycling and energy saving plans, and uses resources well, to reduce the impact of products, services and operating activities on the environment. (2) Evaluation of the efficiency of water use has always been the focus of improvement for water conservation. We have been promoting the idea of water conservation in various ways such as posters and slogans to integrate such ideas into every aspect of office life. Filtered effluent is treated and recovered as relatively clean process water, which is stored, pressurized, and supplied for use within the plant premises for road cleaning, toilet flushing, and irrigation purposes. Water recovered through this process totaled 5,824 tonnes in 2025. In addition, filtered effluent is recovered for use in cleaning filter cloths in sludge dewatering equipment, resulting in water savings of approximately 25,136 tonnes in 2025. These measures advance the Company’s sustainability objective of maximizing water resource utilization while minimizing the environmental impact. (3) Recent energy conservation initiatives have yielded tangible results. The Company continues to review equipment efficiency, replacing or upgrading aging equipment and introducing energy-efficient equipment to reduce energy consumption and improve operational efficiency. (4) Installation of solar energy facilities is planned for completion in 2026 to increase the proportion of renewable energy use. (5) Lightweight packaging design initiatives are being continuously promoted to achieve energy conservation and carbon reduction objectives. (6) The PDCA (Plan-Do-Check-Act) management model has been adopted to establish management indicators and maintain ongoing monitoring of electricity consumption, water usage, wastewater, chemical use, and waste generation to strengthen resource use efficiency and greenhouse gas emissions management. 2. Social issues: (1) Labor rights policy: The Company has formulated a labor and human rights policy based on the ETI (Ethical Trading Initiative) Base Code, ensuring the fair treatment of employees, prohibiting all forms of labor exploitation, and guaranteeing employees’ fundamental working conditions and rights. (2) Occupational safety and health management: The Company continues to promote and improve its ISO 45001 occupational safety and health management system. It conducts annual reviews and continuous improvement through the PDCA (Plan-Do-Check-Act) cycle to ensure workplace safety and employee health. (3) Balance between work and family: The Company is committed to providing a safe, healthy, and pleasant working environment, and encouraging employees to maintain a good balance between work and family life. The Company has various benefits to help employees cope with the challenges of life and work, ensuring that employees can achieve the best balance between family and the workplace. (4) Food safety and quality management: The Company has been certified by the Taiwan Food and Drug Administration as a “Food Health Inspection Institution”. As a leader in the domestic food industry in terms of inspection and analysis, the Company actively participates in foods safety protection, adheres to the standards of the ISO17025 certification, and strives to safeguard food safety for the public. (5) Customer satisfaction and product quality: The Company remains committed to the idea of “natural product quality, optimized environmental health, and popularized customer satisfaction”, prioritizing customers’ food safety and always focusing on customers’ needs and safety. (6) Compliance with laws and regulations: The Company has established a regulatory identification management procedure to ensure that all products and services continue to comply with the latest laws, regulations, and customer requirements, especially in the field of food safety, where the Company pays close attention to regulatory changes and ensures that all business operations comply with relevant regulations. (7) Establishment of a sustainable supply chain: In addition to quality, delivery time, and technical capabilities, suppliers are also required to fulfill corporate social responsibility and work together with the Company to build a sustainable supply chain. The goal is to ensure that suppliers meet the Company’s standards in terms of environmental protection, labor conditions, and social responsibilities to achieve a win-win situation and promote the sustainable development of the entire value chain. 3. Corporate governance issues: (1) The structure and operation of the Board of Directors: The Company’s highest corporate governance body is the Board of Directors, comprised of a total of 9 members (including 3 independent directors). A sound and efficient Board of Directors is the foundation of excellent corporate governance. Members of the Board of Directors are highly concerned about the overall operation of the Company and ensure the effective implementation of the Company’s policies. (2) Internal Controls and Risk Management: A comprehensive internal control system has been established to ensure operational compliance and strengthen risk management mechanisms. (3) Stakeholder Communication: The Company conducts annual analyses of stakeholders and their areas of concern and establishes diverse communication channels. This not only enhances corporate credibility and brand image but also assists the Company in identifying potential risks and opportunities, thereby optimizing the decision-making process. (4) Corporate social responsibility: While realizing sustainable operation and maximizing shareholders’ interest, the Company also pays great attention to consumers’ rights and interests, community environmental protection, and public welfare issues. The Company is committed to fulfilling its corporate social responsibility by actively promoting various measures related to consumers, society, and the environment, ensuring that the Company’s business development and social values are complementary. (5) Director liability insurance: The Company purchases director liability insurance for directors to provide protection for them in the event of legal liability during the performance of their duties, and to ensure that the directors have reasonable control over risks when performing their duties. (6) Compliance and monitoring of regulations: The Company has established an internal system that covers corporate governance, ethics, and anti-corruption, and ensures compliance with the relevant laws and regulations. The Company also continues to monitor and stay informed of amendments and changes in laws and regulations to ensure that the Company’s business operations comply with the latest legal requirements. (7) Information disclosure and transparency: The Company discloses information related to the Company’s business operations and corporate governance information on the Company’s website (https://www.agv.com.tw/), for the reference of shareholders, investors, and other stakeholders. The website also announces the reporting channels for internal and external personnel, and provides confidentiality protection for the files provided by reporters to protect their privacy and safety. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| III. Environmental issue | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (I) Does the Company create an appropriate environmental management system based on the industrial characteristics of the Company? | V | The Company has established a comprehensive environmental management system tailored to its industry characteristics and continues to implement related measures. Details of implementation are as follows: 1. The Company conducts greenhouse gas inventory operations in accordance with the ISO 14064-1:2018 standard, with the inventory scope covering all operational sites. Through regular collection of greenhouse gas emission data and identification and quantification of emission sources by category, the Company establishes carbon reduction targets and continuously adjusts its environmental management strategy based on analytical results, thereby effectively monitoring and reducing environmental impact. 2. The Company is committed to building a safe and healthy work environment. Having obtained Healthy Workplace certification and the Health Promotion Label, the Company provides employees with high-quality working conditions that address both environmental stewardship and employee well-being. 3. A dedicated environmental management unit has been established to oversee the planning and execution of the environmental management system, along with a mechanism for managing energy conservation performance. Through optimization of energy use in production processes and regular equipment maintenance, replacement, and upgrades, the Company enhances energy efficiency and reduces resource consumption. 4. The Company complies with the applicable environmental protection and occupational safety and health regulations and other requirements. Through the ongoing promotion of improvement activities, the Company effectively controls environmental, safety, and health risks arising from the work environment, operational activities, and product and service processes, prevents incidents, and creates a safe and comfortable work environment to safeguard the physical and mental well-being of its employees. 5. The Company continues to promote ISO 14001 (Environmental Management System) and ISO 45001 (Occupational Health and Safety Management System), conducting regular risk assessments and identifying and implementing appropriate control measures to strengthen workplace safety facilities and operational standards, thereby reducing occupational hazard risks and ensuring operations comply with the applicable regulatory requirements. The Company has formulated and disclosed a comprehensive environmental management system and, through institutionalized management and continuous improvement mechanisms, effectively implements environmental protection and occupational safety and health measures across the organization. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (II) Is the Company committed to achieving more efficient use of energy and using renewable materials with a low impact on environmental burdens? | V | 1. The Company is committed to improving energy efficiency and actively adopting renewable resources with lower environmental impact. Primary energy sources include steam, electricity, and natural gas. Through the ongoing promotion of energy conservation and environmental protection measures, the Company enhances the overall environmental performance of its operations. 2. In terms of energy management, the Company has introduced high-efficiency, energy-saving equipment to reduce energy consumption in operations and production processes. It promotes office-level energy conservation and carbon reduction measures while strengthening resource recycling and reuse, along with paying due attention to the protection of water resources and the soil environment. In addition, through education, training, and awareness campaigns, the Company raises employees’ environmental consciousness and integrates sustainability into daily operations. 3. The Company is also actively developing applications in renewable and alternative energy, including evaluating the installation of renewable energy equipment, procuring green electricity, and introducing energy storage systems and energy management systems. These initiatives aim to enhance energy self-sufficiency, reduce dependence on conventional energy sources, and advance the Company’s low-carbon operational objectives. 4. Specific energy conservation measures implemented to date include: (1) Replacement of central air-conditioning units and optimization of cold storage equipment to improve energy use efficiency. (2) Replacement of conventional lighting fixtures at Food Plant No. 1 with LED lighting to reduce electricity consumption. (3) Recovery of relatively clean process water, which is stored, pressurized, and reused for road cleaning, toilet flushing, and irrigation purposes, thereby improving the efficiency of water resource recycling and reuse. 5. Going forward, the Company will continue to introduce innovative energy-saving technologies and environmental protection measures in fulfillment of its commitment to energy conservation, carbon reduction, and sustainable operations. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (III) Does the Company assess the present and future potential risks and opportunities arising from climate change for your company? Does the Company take any measures in response to climate-related issues? | V | 1. Given the low carbon emission policy currently implemented in Taiwan, the Company actively introduces a mechanism for analysis and control of production capacity and engages in production under the energy-conservation model. Meanwhile, the Company engages in big data analysis for different products to continue to optimize production processes, reduce carbon emissions, and achieve the goals for an eco-friendly environment. 2. The Company evaluates the impact posed by climate change to the Company’s operations based on the recommendations of the “Task Force on Climate-related Financial Disclosures (TCFD)” published by the Financial Stability Board (FSB). Through regular meetings, the Company works with a team of CPAs and professional consultants to analyze climate risks from a multi-disciplinary perspective, formulate specific response strategies, and implement them through project management in order to fulfill its commitment to sustainable corporate development. 3. For information regarding the governance, strategy, risk management, metrics, and targets related to climate-related risks and opportunities, please refer to the Company’s Sustainability Report, which provides detailed disclosures. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (IV) Does the Company keep statistics on its greenhouse gas emissions, water consumption, and total weight of waste over the previous two years? Has the Company established policies for energy conservation and carbon reduction, greenhouse gas reduction, reduction of water usage, or management of other waste? | V | Inventory items and data by category are set out below: 1. Direct GHG emissions (Category 1): Unit: Tonne-CO2e/year
2. Indirect GHG emissions (Category 2): Unit: Tonne-CO2e
Greenhouse gas emissions for both 2025 and 2024 remained consistent, showing no material fluctuations. 3. Indirect GHG emissions (Category 3): Unit: Tonne-CO2e
Transportation-related emissions increased in 2025, primarily due to an increased employee headcount compared to 2024. 4. Indirect GHG emissions (Category 4): Unit: Tonne-CO2e
Energy consumption in 2025 increased by 8.3% compared with 2024. 5. Water consumption: 單位:百萬公升
Water intensity = Water consumption / Operating revenue (in NTD millions). Water consumption in 2025 saw a slight increase compared to 2024, primarily due to the addition of a new production line, which resulted in higher water consumption needs. 6. Gross weight of waste: Unit: Ton
The total amount of waste in 2025 decreased by 6.83% compared to 2024, due to the results of the reduction of plastic packaging materials and waste. In the future, we will achieve recycling and sustainable use of resources via the “3R” environmental protection policy – namely, reduce, reuse, recycle – in order to mitigate environmental damage and pollution. • Short-term target: The expected target is to achieve a 5% reduction in total waste volume by 2027. • Mid- to long-term targets (after 2030): A. Continuing to enhance production technologies to reduce waste from the source. B. Following the waste recycling management policy, and the participation of all employees in waste recycling and sorting. 7. The Company is expected to conduct a company-wide (including subsidiaries) inventory of carbon emissions and formulate corresponding reasonable emission reduction plans in 2025. 8. For related environmental protection including energy savings and carbon reduction, water resources management, pollution prevention, and waste management, please refer to the ESG report of the Company. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| IV. Social issue | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (I) Has the Company established relevant management policies and procedures in accordance with the applicable laws and regulations and international human rights conventions? | V | 1. Management policies and procedures established in accordance with the applicable regulations and international human rights conventions: (1) To give effect to the protection of human rights, the Company has formulated a human rights policy with reference to international human rights instruments, including the International Bill of Rights and the ILO Declaration on Fundamental Principles and Rights at Work. In addition, in accordance with the Labor Standards Act and with reference to the ILO conventions, the Company has established work rules, disciplinary and reward systems, performance appraisal mechanisms, gender equality policies, and occupational safety and health systems, with the aim of creating a friendly, equal, and safe work environment. (2) The Company’s human rights policy applies to all employees and extends to suppliers, contractors, and other business partners. The Human Resources Department serves as the responsible unit, overseeing the planning, promotion, and revision of related systems and communicating updates to all employees to ensure comprehensive understanding of and compliance with the applicable labor regulations. Management is responsible for supervising and reviewing the policy to ensure effective implementation. 2. Implementation of the human rights policy: (1) Prohibition of Child Labor and Forced Labor The Company strictly prohibits the employment of child labor and all forms of forced labor. During the recruitment process, the Company verifies that all employees meet the legally required minimum age and are employed on a voluntary basis. (2) Prevention of Discrimination and Harassment The Company has established regulations governing the prevention of sexual harassment and unlawful workplace conduct. It is committed to providing a work environment free from discrimination and harassment. (3) Occupational Safety and Health The Company has implemented an occupational safety and health management mechanism, conducts regular workplace safety inspections and risk assessments, and continuously improves related facilities to safeguard employees’ physical and mental well-being. (4) Employee Communication Mechanisms The Company has established diverse communication channels to ensure that employees are able to voice opinions and raise concerns, and to foster harmonious labor-management relations. (5) Information Disclosure The Company has published its Sustainability Report on the corporate website (https://www.agv.com.tw) and on the Market Observation Post System for reference by stakeholders. 3. Other implementation matters: (1) Conduct of education and training on occupational safety and human rights. (2) Establishment of grievance and reporting mechanisms. (3) Regular workplace safety inspections. (4) Enhancement of employee communication and care measures. (5) The Company intends to incorporate human rights considerations into supplier management, and it will continue to advance a supply chain human rights risk assessment mechanism, requiring business counterparts to comply with the applicable regulations and human rights principles. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (II) Has the Company established and implemented reasonable employee welfare measures (including remuneration, leave, and other benefits)? Are the operating performances or results appropriately reflected in the remuneration for employees? | V | Employee Benefit Measures, Retirement System, and Compensation Policy and Implementation 1. Employee Benefit Measures and Implementation The Company places great importance on employee rights and well-being. It has established a comprehensive human resources system and continues to optimize the work environment and employee benefit measures. Details of related systems and implementation are as follows: (1) Personnel System: The Company has established a complete set of personnel management regulations encompassing work rules, salary management procedures, a hierarchical responsibility system, allowance payment guidelines, attendance management, promotion and transfer systems, performance appraisal systems, leave application procedures, employee compensation and bonus systems, insurance systems, employee welfare fund systems, a suggestion and improvement bonus system, and mechanisms for the prevention of sexual harassment and the handling of complaints, with the aim of protecting employee rights and promoting harmonious labor-management relations. (2) Compensation System: The Company’s compensation system is determined with reference to individual employee competencies, performance, and contributions. It takes into account job responsibilities, industry compensation benchmarks, labor market supply and demand, and the Company’s operational conditions. The system comprises: Salary: Compensation levels are determined based on employee position and with reference to industry and market rates. Bonuses: Subject to the Company’s actual operating results, when the Company generates a profit, a portion of net operating profit is allocated and distributed to employees to enhance employee commitment and retention. Employee Benefits: When the Company generates an annual profit, employee compensation appropriations shall not be less than 1% of net profit, and the welfare benefit programs established by the Employees’ Welfare Committee shall apply. The Company adheres to the principle of harmonious labor-management relations and is committed to creating a mutually beneficial relationship between the Company and its employees. (3) Leave System: The Company has established a comprehensive leave system in accordance with the applicable laws and regulations, encompassing annual leave, maternity leave, paternity leave, and parental leave with unpaid suspension of employment, as set out in the Employee Handbook to ensure the protection of employee rights. (4) Workplace Diversity and Equality: The Company is committed to advancing gender equality and a fair employment environment. In 2025, female employees accounted for 55.84% of the total workforce, and female managerial officers accounted for 32.50%, reflecting the Company’s continued efforts to foster a diverse and inclusive workplace culture. (5) Other Benefits: The Company provides a broad range of employee benefits, including cash gifts and subsidies; health examinations; complimentary parking; lactation rooms; dormitory facilities for migrant workers; profit sharing; retirement gifts; birthday gifts; marriage subsidies; childbirth subsidies and children’s education subsidies; funeral subsidies; maternity leave; paternity leave; parental leave; a suggestion and improvement bonus program; and company gifts, collectively constituting a comprehensive employee benefit framework. (6) Implementation of Employee Safety and Health Measures: The Company places great importance on the physical and mental well-being of all employees. It is committed to creating a healthy and safe work environment while actively promoting a culture of health and safety. Annual health examinations are conducted for all employees, and the results are used to inform health risk management. In the 2025 employee health examinations, employees were identified with abnormal readings in total cholesterol, low-density lipoprotein (LDL), triglycerides, or blood pressure. From January 22 to December 15, 2025, the Company completed individualized health education and health promotion counseling for all employees identified – assisting them in understanding their health status to reduce health risks and enhance employee health awareness. 2. Retirement System and Implementation The Company administers employee retirement programs in accordance with the applicable laws and regulations to safeguard employees’ retirement rights and benefits. The relevant systems are as follows: (1) New Labor Pension Scheme: In accordance with the Labor Pension Act, the Company makes monthly contributions equivalent to 6% of each employee’s salary into the employee’s individual labor pension account and fulfills all applicable declaration and remittance obligations. (2) Old Labor Pension Scheme: For employees subject to the old pension scheme, the Company makes monthly appropriations of retirement reserves into a dedicated account in accordance with the Labor Standards Act, under the supervision and administration of the competent authority. (3) Retirement Application Conditions and Procedures: When an employee meets the retirement eligibility criteria stipulated under the Labor Standards Act, such as years of service or age, the employee may submit a retirement application in accordance with the internal company procedures. Upon approval, retirement formalities and related benefit payments are processed accordingly. (4) Contribution Status: The Company makes retirement fund contributions in full as required by the applicable regulations to ensure the security of employees’ retirement benefits. 3. Reflection of Operating Performance in Employee Compensation Policy and Implementation (1) Employee Compensation Appropriation Policy: The Company’s Articles of Incorporation expressly provide that, in any year in which the Company generates a profit, no less than 1% of such profit shall be appropriated as employee compensation, No less than 50% of the total employee remuneration amount shall be allocated to non-executive employees in recognition of employee contributions. (2) Performance-Linked Compensation System: The Company has established a performance-oriented compensation system that links operating results to employee remuneration. Specific measures include: .Distribution of bonuses and employee compensation based on the Company’s overall operating performance. . Appropriation of a defined percentage of operating profits for distribution to employees. .Salary adjustments based on individual employee performance. (3) Implementation: In recent years, the Company has consistently reflected operating results in employee compensation, including company-wide salary increases in 2023, selective salary adjustments in 2024, and company-wide salary increases in both 2025 and 2026. Through timely and substantive compensation adjustment mechanisms, the Company motivates employees to grow together with the Company. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (III) Does the Company provide employees with a safe and healthy work environment and give safety and health training to employees regularly? | V | The Company places great importance on employee occupational safety and health. It is committed to providing a safe, hygienic, and employee-friendly work environment. Through institutionalized management and ongoing education and training, the Company works to reduce occupational hazard risks. Related measures and implementation are as follows: 1. Occupational Safety and Health Management System: The Company has established a comprehensive set of safety and health work rules and has, in accordance with the applicable laws, designated a dedicated occupational safety and health management unit and personnel responsible for the planning, execution, and supervision of occupational safety and health matters. All machinery and equipment are subject to regular inspection and maintenance to ensure safe operation and compliance with the applicable regulatory standards, thereby maintaining workplace safety. 2. Work Environment Safety and Health Management: To ensure employee occupational safety and health, the Company conducts workplace environment monitoring twice annually, testing for noise, dust, and other potential hazardous factors. Based on the monitoring results, improvement measures are implemented, including adjustments to work processes, enhancement of ventilation equipment, and provision and improvement of personal protective equipment. Through continuous monitoring and improvement, the Company ensures that the work environment complies with occupational safety and health regulations. 3. Safety and Health Education and Training: The Company conducts regular occupational safety and health education and training to enhance employees’ hazard identification capabilities and self-protection awareness. Training content includes occupational safety and health education, forklift operation training, quality and safety and health courses, first-aid personnel training, and fire safety drills. In addition, health promotion and lifestyle seminars are held on an ad hoc basis to strengthen employees’ health knowledge and facilitate communication and interaction between employees and management. 4. Implementation of Employee Safety and Health Education and Training in 2025
5. The Company continues to advance occupational hazard prevention measures and tracks incident occurrences to strengthen improvement mechanisms. In 2025, the recorded occupational injuries included 7 commuting injuries and 6 workplace injuries. The Company will continue to review incident causes and strengthen preventive measures to reduce the occupational injury rate. 6. Overall Implementation: Through a comprehensive occupational safety and health management system, regular environmental monitoring, and ongoing education and training, the Company has effectively enhanced employees’ safety awareness and health management capabilities. It continues to optimize the work environment, implement occupational safety and health management, and safeguard employees’ physical safety and well-being. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (IV) Has the Company established an effective plan for development and training of the career abilities of employees? | V | The Company has established a comprehensive employee training and career development system and continues to promote diverse training initiatives. Details of implementation are as follows: 1. Career Development Planning Mechanism: The Company designs individualized training programs based on employees’ job responsibilities and personal career development directions, incorporating performance results and competency requirements, to assist employees in enhancing their professional skills and overall capabilities. 2. Diverse Training Dimensions: Training programs cover the following principal areas: onboarding training for new employees; professional skills and technical training; management and leadership development; occupational safety and health education; sexual harassment prevention; gender equality; communication skills; and professional ethics training. Training is provided to rank-and-file employees, mid-level managerial officers, and senior management, with courses tailored to the requirements of different levels and functional roles. Training is delivered through a multi-modal learning approach encompassing external instructors, internal instructors, online learning platforms, hands-on practice, and scenario-based exercises. Upon completion of each training session, an effectiveness evaluation is conducted through questionnaires and employee feedback to optimize course content and delivery methods and ensure training quality. 3. Career Development and Promotion System: The Company has established a comprehensive internal promotion mechanism that provides employees with career development opportunities. Through training and practical experience, employees are encouraged to continuously improve and realize their potential. 4. Training Resources and Implementation Results: In 2025, a total of 1,426 employee training attendances were recorded, with aggregate training hours of 8,498. 5. Outcomes and Benefits: Employee participation rates are high, with the majority of employees actively engaging in training activities. Following training, employees demonstrate measurable improvement in applying acquired knowledge to practical work, with overall job performance showing marked enhancement across both professional and managerial competencies. Multiple employees have advanced through promotion as a result of training and performance, demonstrating the substantive effectiveness of the career development system. 6. The Company has formulated a complete employee training and career development plan covering diverse training dimensions applicable to all employees, with ongoing commitment of concrete resources to support implementation. Through systematic training and evaluation mechanisms, the Company effectively enhances employee competencies and career development opportunities, contributing to the dual objectives of sustainable enterprise development and talent advancement. |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (V) Regarding customer health and safety, customer privacy, marketing, and labeling in relation to products and services, does the Company comply with the applicable laws and international standards? Has the Company established policies and complaint procedures for the protection of consumers or customer rights? | V | The Company places great importance on consumer rights and has established comprehensive management systems, policies, and grievance mechanisms addressing customer health and safety, customer privacy, product labeling, and marketing conduct. The Company strictly complies with the applicable regulations and international standards. Implementation is as follows: 1. Customer Health and Safety Management: The Company regards customer health and safety as its foremost principle. It strictly adheres to food safety regulations and international standards, including ISO 22000 and FSSC, in operating a comprehensive food safety management system: regular product safety testing and quality audits are conducted; product risk assessments and quality monitoring are performed; in-house inspection capabilities are strengthened; and the “three-dedicated management” protocol for food additives – dedicated personnel, dedicated storage, and dedicated records – is fully implemented to ensure product quality and safety. The Company continues to invest in research and development resources to raise product safety standards and quality consistency, thereby safeguarding consumer health. 2. Customer Privacy and Personal Data Protection The Company complies with the Personal Data Protection Act, has formulated a comprehensive privacy policy, and implements the following data protection measures: personal data is collected, processed, and used only with customer consent; internal data management and control mechanisms have been established; and regular employee training on personal data protection is conducted to strengthen legal compliance awareness. Quantitative results for 2025: A. Personal data protection policy training in 2025 recorded a total of 28 employee training attendances and aggregate training hours of 84. Trained employees represented approximately 5% of the total workforce, with a post-training examination pass rate of 100%. B. Personal Data Protection Act awareness sessions were conducted for 77 new employees in 2025, achieving a completion rate of 100%. C. No violations of the Personal Data Protection Act occurred in 2025. 3. Product Labeling and Marketing: The Company adheres to the principles of good faith and applicable regulations to ensure product information is transparent and non-misleading: A. All product labels are designed in accordance with food safety regulations and include nutrition labeling and ingredient labeling. B. A standard operating procedure for label review has been established, with a dedicated professional team responsible for review and approval. C. Health certification, organic, green, and clean label programs have been adopted to enhance information transparency and market trust. D. Marketing content is subject to strict controls to prevent exaggerated or false representations. 4. Grievance Mechanisms and Service Quality Management: A toll-free 0800 customer service hotline is provided as a consumer communication channel. A standardized customer complaint handling process has been established, with the customer service center required to respond to customer inquiries within 24 hours. 114年度執行成果:客訴回覆準時率達100%及依據顧客回饋持續優化產品與服務流程。 5.防範不當行為與供應鏈管理: 定期辦理員工道德及反欺詐教育訓練、強化員工識別及防範不當行為能力、要求供應商遵循相同之法規與道德標準、持續監控營運流程,防止欺詐或誤導情事發生。 6.法規遵循與國際準則導入: 本公司除遵循國內相關法規外,亦導入國際管理系統標準(ISO 22000、FSSC),全廠區通過認證(通過率100%),以確保產品與服務品質符合國際水準,並強化消費者權益保障。 本公司已針對顧客健康與安全、客戶隱私、產品標示及行銷等議題,建立完整之政策、管理制度及申訴程序,並持續投入資源落實執行與改善。整體制度運作良好,能有效保障消費者權益。 |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (VI) Has the Company established any supplier management policy that requires suppliers to comply with relevant regulations with regard to issues of environmental protection, occupational safety, and health or labor rights. What is the status of its implementation? | V | 1.食品安全與法規遵循: 本公司依循食品良好衛生規範及食品安全管制系統準則,建立供應商遴選與管理制度,要求供應商符合食品安全、衛生及品質相關標準。 2.供應商社會責任承諾機制: 本公司推動「供應商社會責任承諾書」,要求供應商遵循以下核心面向:勞工與人權(禁止強迫勞動、童工、歧視等)、健康與職業安全(職安衛管理、緊急應變等)、環境保護(污染防治、廢棄物管理、節能減碳等)、商業道德(誠信經營、反貪腐、智慧財產權) 3.已規劃要求資通安全與隱私權: 要求供應商遵守相關資通安全及個人資料保護法規。 應建立適當之資訊安全管理措施(如存取控制、資料保護、系統安全)。 落實商業機密及個人資料之保密義務,避免資料外洩或不當使用。 4.供應商之商業及工廠登記資料須符合規定,並依「應申請登錄始得營業之食品業者類別、規模及實施日期」完成登錄,以確保符合食品衛生及相關法規要求。 5.實施情形: (1)定期及不定期辦理供應商實地評鑑、源頭查核及稽核作業。 (2)要求供應商簽署社會責任承諾書,確認其符合相關規範。 (3)透過稽核輔導、技術交流及溝通機制,協助供應商改善製程與管理制度。 (4)強化供應商對環境保護、職業安全、勞動人權及資訊安全等議題之認知與執行能力。 (5)績效評估與分級管理 114年度完成供應商評鑑共210家,評等結果如下:A級198家、B級8家、C級4家、D級0家;全數供應商均達合格標準,合格率為100%。 6.綜合說明: 本公司已將環境(E)與社會(S)及治理(G)議題納入供應鏈管理核心,透過供應商承諾、評鑑、稽核及輔導機制,持續強化供應鏈風險管理與永續發展表現,以確保供應商符合相關規範並落實責任經營。 |
In compliance with the Best Practice Principles. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| V. Does the Company prepare an ESG report or other reports that disclose non-financial information of the Company in reference to internationally accepted report preparation guidelines or guides? Is there any third-party verification unit’s assurance or verification opinion acquired for the above-mentioned reports? | V | 1.編製永續報告書係依循GRI協會於2021年公司之通用準則2021(GRI Universal Standards2021)、「上市上櫃公司永續發展實務守則」、氣侯相關財務揭露框架(Task Financial Disclosures,TCFD)及SASB永續會計準則(Sustainability Accounting Standards Board,SASB),進行編撰。 2.本公司委託國富浩華聯合會計師事務所(Crowe)按照中華民國會計研究發展基金會發佈之確信準3000號「非屬史性財務資訊查核或核閱之確信案件」進行獨立有限確信,並可在愛之味企業官網下載瀏覽。 |
In compliance with the Best Practice Principles.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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: 本公司依照「上市上櫃公司永續發展實務守則」進行運作,報告顯示並無重大差異。並且已於114年8月底將113年永續報告書公開發表,並且可以在本公司官方網站及公開資訊觀測站查閱。 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
VII. Other information useful to the understanding of the sustainable development implementation: 1.愛之味創立的基石是「讓明日更健康」的產品承諾,無論是在產品溯源、履歷追蹤、簡單配方還是潔淨標章的選用,始終堅持天然最好,持續實踐「樂活、環保、綠色、健康」的永續理念。 2.愛之味持續以「愛」為出發點,從產品研發到供應鏈管理,從節能減碳到社會回饋,從員工福祉到股東價值,全面落實永續經營,與所有利害關係人(Stakeholders)攜手共創更美好的未來。 3.設立永續發展組織(Sustainable Development Organization),由公司經營管理階層支持全體動員與相應規模資源,達成企業社會績效(CSP)與企業財務績效(CFP)的整合,短期由CFP挹注CSP、中長期則由CSP提攜CFP,全團隊共同推動企業永續任務。 4.愛之味已取得CAS(優良農產品)、TQF(臺灣優良食品驗證制度)、HACCP(危害分析重要管制點)等認證,更於2007年成為第一家通過SGS(臺灣檢驗科技股份有限公司)ISO 22000(食品安全管理系統)驗證的食品廠商。本公司食品一廠、食品二廠及食品三廠通過SGS(臺灣檢驗科技股份有限公司)及FSSC(食品安全管理系統)的驗證。愛之味全廠區通過ISO 22000與FSSC品質系統認證(通過率達100%)。 5.致力於提供安全、健康、和諧的職場環境,讓員工能夠實現工作與家庭的良好平衡。同時,積極提供完整的職涯發展規劃、健康照護服務,落實性別平等,協助與公司一同成長與茁壯。 6.持續提升對各項軟硬體設施及智慧財產的投資,以提升公司的整體競爭力與創新能力。 7.114年度榮獲國內外獎項如下: 愛之味純濃燕麥(職人專用)榮獲健康食品免疫調節功效核准。 「具有改良的性质及免疫调节功效的寡糖燕麦液体组合物及粉末组合物与饮品、其四酵微分解制法及其用途」取得中國發明專利。 「Kombucha fermented beverage preserving active Bacillus coagulans at ambient temperature and preparation method thereof」取得美國發明專利。 「可常温保存活菌/活酵的发酵饮品及其制备方法」取得中國發明專利。 愛之味麻油炊飯榮獲農糧署114年米糧亮點產品量產推動計畫獎勵。 愛之味分解茶双纖麥茶榮獲國際風味評鑑所風味絕佳獎章三星認證。 愛之味分解茶日式綠茶風味榮獲國際風味評鑑所風味絕佳獎章三星認證。 愛之味純濃燕麥(天然原味)榮獲Anti-Additive無添加三星驗證。 愛之味純濃燕麥專利水解燕麥粉榮獲Monde Selection世界食品品質評鑑大賞金獎。 愛之味黑巧燕麥榮獲Monde Selection世界食品品質評鑑大賞金獎。 愛之味分解茶双纖麥茶榮獲Monde Selection世界食品品質評鑑大賞金獎。 愛之味純濃燕麥(天然原味)榮獲全球純粹風味評鑑三星獎。 愛之味純濃燕麥專利水解燕麥粉榮獲全球純粹風味評鑑三星獎。 愛之味高鈣豆漿燕麥榮獲全球純粹風味評鑑三星獎。 愛之味分解茶双纖麥茶榮獲全球純粹風味評鑑二星獎。 愛之味油切分解茶四季春風味榮獲全球純粹風味評鑑二星獎。 愛之味麻油炊飯榮獲第十一屆十大嚴選穀得獎。 愛之味純濃燕麥專利水解即溶燕麥粉榮獲食創獎-食品與飲料創新類三星。 GYMEFIT職人專用燕麥蛋白飲(豆漿口味)榮獲食創獎-食品與飲料創新類二星。 愛之味健康の油切分解茶取得碳足跡認證。 愛之味麥仔茶取得碳足跡認證。 8.積極推動社會方式公益與永續發展,透過舉辦淨灘、淨山活動及認養道路綠化維護,並協助推廣多元休閒活動,持續為社會注入正向能量。 9.本公司回饋社會不限於金錢捐助,亦包括人力投入、物質捐贈及提供服務等多元形式,各項社會參與及永續行動主要內容簡述如下: a.建立節能績效管理制度,持續優化製程流程,並強化生產線人員專業技能訓練與設備維護管理,以提升整體設備運轉效率與產能表現。同時積極推動節能減碳觀念,深化員工環保意識,不僅有效降低溫室氣體排放,亦兼顧企業永續經營與營運成本控管之雙重效益。 b. As of the date of publication of the annual report, the money and supplies donated and visits conducted by Company are as follows: 財團法人台灣省嘉義縣新港奉天宮(金虎爺全國路跑活動)、嘉義縣警察之友會、財團法人台灣兒童暨家庭扶助基金會嘉義分事務所(義賣園遊會)、嘉義縣民雄頭橋工業區聯合廠商協進會、國立東石高級中學、財團法人林堉琪先生紀念基金會、台灣人間有愛中小企業互助協會(捐贈偏鄉弱勢孩童物資)、社團法人嘉義縣聲暉聽障協會(親子活動)、社團法人嘉義縣慈善團體聯合協會(捐贈偏鄉長輩與弱勢族群)、財團法人基督教芥菜種會(贊助丹娜絲風災物資)、財團法人礦工兒子教育基金會(義賣園遊會)、國立台灣大學、財團法人新北市私立紫蓮慈善事業基金會(捐贈孤兒院孩童物資)、財團法人創世社會福利基金會(義賣園遊會)、財團法人陽光社會福利基金會(捐贈偏鄉弱勢物資)、財團法人桃園市真善美社會福利基金會(捐贈喜憨兒物資)、財團法人中正大學學術基金會、財團法人慧治基金會(贊助小學生戲劇表演比賽)、台灣人間有愛中小企業互助協會(捐贈偏鄉孩童物資)、財團法人台北市雨揚慈善基金會(贊助九九重陽敬老活動)、財團法人弘道老人福利基金會(贊助重陽節敬老活動)、社團法人嘉義市肢體障礙服務協會(義賣園遊會)、社團法人嘉義縣脊髓損傷者協會(義賣園遊會)、嘉義縣工業會、財團法人私立天主教中華聖母社會福利慈善事業基金會、財團法人若竹兒教育基金會(義賣園遊會)、財團法人台灣世界展望會(弱勢孩童耶誕節許願活動)、財團法人嘉義縣生命線協會等;114年度累計物資捐贈金額共計新台幣約832,376元,受贈對象包括弱勢團體、地方政府機關、學生及廟宇等。 10.其他相關重要資訊,請參考本公司網站永續發展專區相關資訊(www.agv.com.tw/ir/sustainable-development/)。 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In the face of increasingly severe climate change globally, the resulting effects and impacts are issues which businesses must take seriously. Besides meeting the environmental requirements of national policies, we also hold meetings to discuss the risks arising from climate change, analyze future strategies in response to such risks though the perspectives of different fields and engage in project-based management to fulfill the spirit of sustainable development.
Given the existing production policy oriented toward low carbon emission adopted in Taiwan, we analyze and control our production capacity and engage in production under the energy-conservation model. Meanwhile, we engage in the analysis and adjustment of big data by product categories to reduce carbon emissions and achieve the objectives of eco-friendliness. Based on the recommendations of the “Task Force on Climate-related Financial Disclosures” (TCFD) issued by the Financial Stability Board (FSB), we assess the impact posed by climate change to us and identify climate-related risks and opportunities to adopt corresponding measures in response to such risks:
1、Implementation of Climate-Related Information
| Item | Implementation status | ||||||||||||||||||||||||
| 1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities. | Regarding the governance of climate change risks, the President is responsible for coordinating and leading the Sustainable Development Organization in controlling related issues. Under the Sustainable Development Organization, several sub-committees have been formed for risk management and issue assessment, in order to reduce the risks and impact caused by climate change to our sustainable management. | ||||||||||||||||||||||||
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). | The Company actively develops solutions to reduce the impact of climate change on its operations and finances to improve the organization’s climate resilience.
The Company has assessed the aforementioned risks, and identified the climate-related risks and opportunities that may cause significant financial effects, as well as the response strategies:
| ||||||||||||||||||||||||
| 3. Describe the financial impact of extreme weather events and transformative actions. | Financial effects of extreme climate events: Flooding caused by typhoons or heavy rainfall may result in temporary shutdowns of operational sites and damage to equipment, leading to short-term shipment disruptions. Droughts and water shortages can also affect normal production line operations. In such cases, the Company may need to reduce water usage, transport water across regions, or transfer inventory from other facilities to maintain supply, thereby increasing operational and transportation costs.
Financial effects of transition actions: The transition to a low-carbon economy involves challenges arising from broad policy, regulatory, technological, and market changes. Depending on the nature, speed, and focus of these changes, carbon fees and greenhouse gas emission caps, renewable energy regulations, and shifts in consumer preferences may result in increased operating costs or decreased sales volumes during the analysis period. To address these transition risks, the Company actively implements energy conservation and carbon reduction projects aimed at reducing energy consumption, water use, and waste emissions across operations and the supply chain. The Company also invests in improving energy efficiency, deploying green energy equipment, and enhancing the research and development of green products and innovations to meet consumer demand for sustainable products. While these initiatives will result in increased capital expenditures and operational costs, they are expected to reduce climate-related risks over the long term and enhance the Company’s overall competitiveness. | ||||||||||||||||||||||||
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | A Risk Management Task Force is formed by the R&D, QC, Human Resources, Shareholder Services, manufacturing, procurement, financial, audit and industrial safety departments. It is tasked with conducting an overall assessment of climate change risks based on the duties of the departments to enhance our knowledge of the relevant issues and provide decision makers with a basis of reference to formulate strategies in response, such as a comprehensive inventory of the power restoration and storage system and the establishment of emergency response procedures, with the purpose of dealing with unexpected power shortages and mitigating our operating losses. In terms of production, we hold management meetings from time to time and continue to adjust and control our production and sales volumes to facilitate inventory management and reduce inventory costs. Additionally, to improve the quality of raw materials and maintain stable sources of supply, we will seek cooperation from contract farming and secondary suppliers to minimize shortages of materials caused by climate change, hoping to reduce their impact and effect on our operations. At the same time, we conduct energy consumption inventories to reduce and control the consumption of water, energy and resources, and to further recycle and reuse usable resources. | ||||||||||||||||||||||||
| 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. | The Company has yet to conduct scenario analysis and assessment in the current year. | ||||||||||||||||||||||||
| 6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. | The Company has not yet established a transition plan for managing climate-related risks. | ||||||||||||||||||||||||
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. | The Company has not yet used internal carbon pricing as a planning tool in the current year.
| ||||||||||||||||||||||||
| 8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. | The Company has not yet set any climate-related targets for the current year. |
溫室氣體盤查及確信情形與減量目標、策略及具體行動計畫。
(1) GHG inventory and assurance status of the Company in the most recent two years
A. Greenhouse Gas Inventory Information
Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data coverage of greenhouse gases in the most recent 2 fiscal years.
| Item | 2024 | 2025 | |
| The Company | 範疇一: 直接溫室氣體排放量 | 1693.3526 | 2,435.5503 |
範疇二: 間接溫室氣體排放量 | 5441.8816 | 5,206.1774 | |
範疇三: 其他間接溫室氣體排放 | 1,784.4304 | 1,915.9046 | |
| 排放量小計 | 8,919.6647 | 9,557.6323 | |
| 合併財務報告所有 子公司 | 範疇一: 直接溫室氣體排放量 | 2,004.0971 | 1,732.2634 |
範疇二: 間接溫室氣體排放量 | 2,753.2538 | 2,678.2245 | |
範疇三: 其他間接溫室氣體排放 | 1,253.2340 | 1,106.5996 | |
| 排放量小計 | 6,010.5849 | 5,517.0875 | |
| 排放量總計 | 14,930.2496 | 15,074.7196 | |
| 密集度(範疇一+二) | 2.83 | 2.95 | |
B. GHG Assurance Information
Describe the assurance status for the most recent two years and up to the date of publication of the annual report, including the scope of assurance, assurance provider, assurance standards, and assurance opinion: Not applicable.
(2) GHG reduction targets, strategies, and specific action plans
Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets.
Water resource management:
The Company has set 2023 as the base period.
- 短期目標:預期將目標設定在116年達到減少3%的用水量。
- 中、長期目標(119年後):
- A. Creating an eco-friendly and energy-saving environment, and increasing the efficiency of resource use.
- B. Following the energy management policy, and the participation of all employees in energy conservation and carbon reduction.
Energy management:
- 短期目標:預期將目標設定在116年達到減少3%的能源耗用量。
- 中、長期目標(119年後):
- Continuing to replace old equipment in the plants with new energy-saving equipment to reduce energy consumption.
- Purchasing a certain amount of green electricity to reduce GHG emissions.
Waste management:
- 短期目標:預期將目標設定在116年達到減少5%的廢棄物總量。
- 中、長期目標(119年後):
- Continuing to enhance production technologies to reduce waste from the source.
- B. Following the waste recycling management policy, and the participation of all employees in waste recycling and sorting.
GHG reduction baseline year and targets:
- Short-term target: The set target is to reduce GHG emissions by 1% annually, with a cumulative reduction of 3% by 2025.
- 中、長期目標(119年後):預期在119年達到減少5%的溫室氣體。
GHG reduction strategies and specific action plans
以112年為基準年,為瞭解我公司溫室氣體排放情形,進行公司內溫室氣體排放量之盤查是碳管理的基礎工作,溫室氣體盤查不但可掌握明確的排放量,也能發掘減量空間與機會。於114年進行全公司碳排放量盤查,便於後續針對較大排放量之來源進行合理可行改善計畫擬定。
| 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? | V | 本公司已訂定「誠信經營守則」,並經董事會通過後據以執行,且依相關法令規範及實際業務需求,定期檢視並適時修訂內容,以確保制度之完整性與適切性。 本公司於114年8月公開揭露113年度永續報告書,完整闡述企業誠信經營理念及推動成果,並透過建立健全之公司治理架構與風險控管機制,落實誠信經營政策,致力營造透明、負責且永續發展之經營環境。 在具體作法上,本公司嚴格要求全體員工恪守誠信原則,明確禁止任何不誠信行為,包括但不限於接受不當招待、收受饋贈或回扣、侵占公款及其他不法利益之行為,以維護公司聲譽及利害關係人權益。 此外,本公司已將「誠信經營守則」及相關規範揭露於公開資訊觀測站及公司官方網站,供利害關係人隨時查詢。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| (II) For the risk of unethical conduct, does the Company establish an assessment mechanism and regularly analyze and assess the business activities within its business scope which are possibly at a higher risk of being involved in unethical conduct to establish preventive solutions that at least cover the conduct specified in each subparagraph under Paragraph 2 in Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies”? | V | 本公司已建立不誠信行為風險評估機制,於訂定相關防範方案時,針對營業範圍內具較高風險之作業活動進行系統性分析與評估,並據以強化控管措施,以降低潛在風險。在防範措施方面,涵蓋「上市上櫃公司誠信經營守則」第七條第二項各款行為,重點包括:防範行賄與收賄、杜絕非法政治獻金、不當慈善捐贈或贊助、避免提供或收受其他不正當利益,以及防止侵害營業秘密、商標權、專利權、著作權等智慧財產權之行為,同時亦嚴格禁止任何不公平競爭行為。此外,本公司於產品與服務之研發、採購、製造及銷售過程中,均落實相關管理機制,確保不損害消費者及其他利害關係人之權益、健康與安全。114年度防範措施執行情形如下:1.辦理食品安全宣導共27場次,提升員工食品安全意識。2.辦理食品防護相關訓練共35場次,強化風險預防能力。3.辦理法規遵循教育訓練共39場次,確保作業符合法令規定。4.完成法規要求之231項產品追蹤與追溯資料,並全數上傳至「非追不可」平台。5.截至114年度,本公司所有食品廠及飲料廠均已全面取得ISO22000及HACCP等國際食品安全管理系統驗證。6.於食品安全管理體系中,已取得CAS、TQF及HACCP等多項認證,並自96年起即為首批通過SGS ISO 22000驗證之食品廠商之一。7.全廠區已全面取得ISO22000/FSSC22000驗證,通過率達100%。綜上,本公司已透過多元防範措施,有效落實誠信經營政策,並持續精進相關管理機制,以強化企業治理與永續發展基礎。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| (III) Does the Company specify and implement the operating procedures, guidelines of behavior, penalties for violations, and complaint system in the plan for prevention of unethical behavior? Is the foregoing plan reviewed and amended on a regular basis? | V | 本公司秉持忠實誠信經營的原則,遵循「誠信經營守則」規定,若有違反誠信經營規範的行為,將依法懲戒,並於公司內部網站公開違規人員的職稱、姓名、違規日期、違規內容及處理情形,也設有申訴制度並落實執行,將誠信履行情況定期公開於公司網站、年報及公開說明書中,並於公開資訊觀測站公布「誠信經營守則」內容,並定期檢視並檢討相關制度,依據法令變動及實務需求進行修正與優化,持續強化誠信經營之落實與管理機制。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| II. Implementation of ethical management | ||||
| (I) Does the Company assess the history of the integrity of its business counterparties? Does the contract between the Company and a business counterparty include any provision governing ethical behavior? | V | 為確保業務往來對象具備誠信經營,本公司於合作前即進行適當之誠信評估機制。現行往來之客戶與供應商多為具一定規模與信譽之公司,並可透過經濟部相關公開資訊平台及其他合法管道查詢其經營狀況與誠信紀錄,必要時亦要求廠商提供相關證明文件,以確認其合法經營與良好商譽。 於合作過程中,本公司秉持公平、公正、公開之選商原則,亦於各類契約中明訂誠信經營條款,並由法務室、稽核室及總經理室共同審核契約內容,以確保條款之完整性與適法性。若交易對象涉及違反誠信經營之行為,本公司得依契約約定終止或解除契約,以維護公司權益。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| (II) Does the Company set up any unit under the Board of Directors that is responsible for the promotion of corporate ethical management and that gives a report to the Board of Directors regarding its ethical management policy and unethical behavior prevention plan and their supervision and implementation on a regular basis (at least annually)? | V | 1.本公司設有推動誠信經營之專責(兼職)單位,由人力資源部規劃與執行誠信經營相關事務,負責誠信經營政策及防範不誠信行為方案之推動與落實,並依據「誠信經營守則」持續精進相關制度。 2.董事會透過內部稽核制度掌握誠信經營政策之執行情形,稽核主管定期列席董事會報告相關業務內容,以強化監督功能。 3.本公司建置多元溝通與檢舉管道,包含內部電子郵件、員工反映信箱及公司網站,供員工及利害關係人向管理階層、人力資源部反映意見或提出檢舉,以確保資訊傳遞之暢通與透明。 4.114年11月10日已向董事會報告誠信經營推動與執行情形。 5.114年度內外部檢舉案件為0件,亦未發生重大不誠信行為之情事,顯示本公司誠信經營政策推動具體且成效良好。 6.本公司已設置由人力資源部負責之誠信經營推動單位,負責政策與防範方案之規劃、執行及監督,並透過稽核機制及董事會運作進行督導,且每年至少一次向董事會報告執行情形,符合相關規範。 7.本公司已將經董事會通過之誠信經營政策及相關防範措施揭露於公司網站及公開資訊觀測站,並於年報及相關公開文件中說明具體作法及執行成果,持續強化資訊透明度與公司治理品質。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| (III) Has the Company established any policy for the prevention of conflict of interest, provide any appropriate channels for representation, and implement such policy? | V | 1.本公司於「內部重大資訊處理作業程序」中明訂,董事、經理人及受僱人不得洩露所知悉之內部重大資訊予他人,不得向知悉本公司內部重大資訊之人探詢或蒐集與個人職務不相關之公司未公開內部重大資訊,對於非因執行業務得知本公司未公開之內部重大資訊亦不得向其他人洩露,並落實執行。 2.公司已建立完善的內部稽核制度、陳述溝通及風險管理機制,以維持有效之內部控制制度運作,並防止利益衝突及提供有效溝通管道,有助於維護公司運營的公平性、透明度和效能,防止潛在的問題或風險。 3.若該次董事會議案有涉及應利益迴避者,於議案宣讀前,由司儀說明迴避姓名及理由,亦會由司儀再次提醒請利害關係人離場迴避,並且在董事議事錄中也詳細記錄利益迴避的具體情況及相關成員的廻避過程,以確保程序正確與可追蹤性。 4.114年共召開7次董事會,所有會議均依董事會議事規範進行,並落實利益迴避,執行情形符合公司治理與內控要求。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| (IV) Has the Company established effective accounting and internal control systems to ensure the implementation of ethical management? Does the internal audit department establish any relevant audit plan based on the results of the assessments of the risks of unethical behavior? Does the Company, in accordance with the foregoing plan, conduct an audit of the compliance with the unethical behavior prevention plan, or engage a CPA to conduct such audit? | V | 1.本公司為落實誠信經營,已建立完善之會計制度與內部控制制度,以確保財務資料之正確性、完整性及透明度。公司聘任專業會計師進行會計表冊之查核與簽證,強化財務資訊之可靠性。 2.內部稽核單位依據不誠信行為風險評估結果,編製年度稽核計畫,針對各項防範不誠信行為之制度遵循情形進行查核。114年度共完成61件查核案件,並製作稽核報告;同時透過年度內控自評,確認內部控制制度之設計及執行均有效,並據此製作內部控制制度聲明書。 3.所有稽核結果經審計委員會審查通過,並提報董事會決議通過,以確保公司治理及誠信經營政策落實到位,並持續改善內部控制與風險管理制度。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| (V) Does the Company organize internal and external training sessions on ethical management on a regular basis? | V | 本公司已將「誠信經營守則」具體作法揭露於公司官網,協助員工在面對道德或誠信議題時能做出正確的選擇。同時,誠信價值觀亦融入公司各項教育訓練課程,包括新進員工訓練及共通管理課程,確保誠信文化能夠貫徹於日常業務及管理實務中;114年度,參加誠信經營相關議題之教育訓練計63人次,並於課後進行測驗,測驗達成率為100%,顯示員工對誠信守則之高度認同與理解。透過持續教育訓練,本公司有效提升內部誠信意識,強化企業文化之正向價值,並落實誠信經營承諾。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| III. Operations of the whistleblowing system of the Company | ||||
| (I) Has the Company established specific systems for whistleblowing and rewards? Has the Company established any convenient whistleblowing channel and appointed any appropriate person to handle the case of a reported person? | V | 1.本公司有設置「員工意見反應區、即時回饋」及總經理信箱,並設立違反從業道德行為檢舉系統,讓員工、供應商、股東及其他相關人員能夠便捷地檢舉不合法或不道德的行為,如貪污、賄賂、詐騙等行為。 2.檢舉制度相關規範已公開於公司網站,清楚說明檢舉程序、提交方式及後續處理流程,並確保檢舉人身份保密及防止報復,以鼓勵更多人勇於揭露不當行為。對於違反誠信經營規範之行為,將依「員工獎懲辦法」依情節輕重予以懲處。檢舉案件由總經理及人力資源主管擔任受理專責人員,負責後續調查與處理,確保程序妥善與公正。 3.檢舉管道: 網址: https://www.agv.com.tw/ir/cg/violation-of-per/ 檢舉信箱:yuehchu@mail.agv.com.tw 4.本公司已建立明確、便利且安全的檢舉制度,並落實專責人員受理及處理機制,保障公司誠信經營之執行。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| (II) Has the Company established standard operating procedures for investigation of cases reported by whistleblowers, including subsequent measures required after the completion of investigations and the relevant confidentiality measures? | V | 本公司於「誠信經營守則」中明確規範檢舉受理程序及專責單位。若經調查發現重大違規事件,或公司可能因此遭受重大損害,應立即製作書面報告並通知獨立董事,確保董事會知悉及適時決策。另於「員工規則」亦明訂受理檢舉事項之標準作業程序及保密機制,並落實保護檢舉人權益,防止其因檢舉行為遭受不當處置,確保檢舉過程安全;114年度,本公司未發生任何檢舉事件,顯示內部制度及防範機制運作順暢且有效。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| (III) Does the Company take measures to protect whistleblowers from improper retaliation as a result of whistleblowing? | V | 本公司已於「誠信經營守則」、申訴辦法及員工規則中明確規範檢舉人保護措施,確保檢舉人不因提出檢舉而遭受任何不當處置。制度包括保密檢舉人身份、禁止報復行為,以及提供適當的申訴與救濟管道,以維護檢舉人權益並鼓勵勇於揭露不當行為,確保檢舉制度之有效運作。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| IV. Enhancement of information disclosure | ||||
| Does the Company disclose the contents of its ethical management principles and the results of their promotion on its website and the Market Observation Post System? | V | 本公司已於官網及公開資訊觀測站完整揭露公司治理相關資訊,包括「誠信經營守則」及其推動成效,讓股東、投資人及其他利害關係人能清楚了解公司治理及誠信經營的實施狀況。 公司網站:https://www.agv.com.tw 亦於永續報告書中公開企業誠信經營理念,展現對誠信經營的重視,並強調企業社會責任及可持續發展承諾,確保資訊透明、完整,增進利害關係人信任。 | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| 一、 公司如依據「上市上櫃公司誠信經營守則」定有本身之誠信經營守則者,請敘明其運作與所定守則之差異情形: 本公司參照證券交易所發布之「上市上櫃公司誠信經營守則」,訂定「愛之味股份有限公司誠信經營守則」,並將完整守則內容揭露於公司網址(網址:https://www.agv.com.tw)。 經檢視實際運作,本公司之執行與所訂守則內容無任何差異,所有規範皆依公開標準落實,確保誠信經營政策之實際運作完全符合對外揭露之守則規定。 | ||||
| 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.本公司將「誠信經營守則」納入員工績效考核及人力資源政策,確保誠信經營理念能有效落實。 2.本公司持續秉持誠信經營原則,確保遵守各項法令規定,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,作為誠信經營的基本前提,在用人政策上,重視品德操守,並採取職務輪調等防弊機制以降低風險;內部迄今未發生任何貪瀆、賄賂或勒索等不法行為。 3.公司持續推動企業永續發展,秉持「讓明日更健康」之企業願景,並強調優質治理的重要性,確保公司在經營與社會責任方面皆具高度透明度及信任。 4.誠信經營守則的制定日期為民國106年5月、第一次修正日期:民國108年8月、第二次修正日期:民國114年8月;透過定期檢討與修訂,確保守則內容持續符合法令規範及公司實際運作需求。 | ||||
To establish the management system, complete the organizational function and build labor-management harmony, the Company has established the work rules to regulate the behavior of employees. The description is as follows:
1. Employees shall faithfully fulfill their duties and comply with all regulations of the Company to ensure the business confidentiality.
2. When doing business with external parties on behalf of the Company, employees shall take a modest attitude instead of being proud and damaging the image of the Company.
3. Employees shall keep their integrity, respect other’s personality and help each other to jointly achieve the business objectives of the Company.
4. Employees shall be honest in their daily behavior and shall not involve in conduct that may do harm to the reputation of the Company, such as being licentious or extravagant, visiting prostitutes or gambling.
5. Employees shall perform their duties as practical as possible instead of being afraid of difficulties, avoiding or delaying their work without any reason.
6. Employees shall have innovative spirits to seek for work efficiency.
7. Employees shall inspire themselves by studying and discipline.
In order to build a good working environment and protect the safety and health of employees, the Company engages in the management of labor safety and health in accordance with the law:
1. To maintain the security of its factories, the Company has contracted a security company, with access control and strict monitoring systems in place during daytime and nighttime and on holidays.
2. The Company engages a professional organization to inspect and report on the public safety of buildings every two years.
3. To ensure the safety and health of the workplace, the Company has established a dedicated division and appointed dedicated personnel at the Labor Safety and Health Office in accordance with the law.
4. The Company communicates safety and health requirements and safe operating standards on a periodic or non-periodic to be followed by its employees to achieve the goal of zero workplace accidents.
5. The Company conducts working environment monitoring of the workplace on a semi-annual basis.
6. To maintain the integrity of facilities, daily inspections and follow-ups on improvement are conducted by safety and health management officers.
7. In accordance with the Regulations Governing Occupational Safety and Health, the Company conducts periodic inspections on electrical equipment, forklifts, fixed cranes, freight elevators, pressure vessels and other equipment.
8. In accordance with the Fire Services Act, the Company inspects fire safety equipment and fire evacuation facilities on a monthly basis, conducts maintenance of fire safety equipment and submits a report thereon annually, and organizes training drills for self-defense fire safety teams twice a year to reduce the risks of personal and property losses.
9. Each year, the Company organizes annual health and pre-employment physical examinations for employees, and cooperates with health authorities in providing services of mobile mammography screening, Pap test, bone density test and cancer screening.
10. To protect the physical and mental health of employees and prevent the risk of occupational illness, the Company conducts questionnaire surveys regarding the prevention of ergonomic hazards, the prevention of unlawful harms during the performance of duties, and the prevention of illnesses induced by abnormal workload.
11. To build a safe and healthy working environment, the Company follows the ISO 45001 occupational safety and health management system and complies with legal requirements.
Succession Planning for Board Members and Key Management Personnel
The company, from a sustainable operation perspective, regularly conducts both scheduled and unscheduled employee training, job rotations to cultivate versatile and outstanding talents and leadership cadres. It assigns significant positions and challenges, and through analysis of employee satisfaction surveys, it is observed that employees apply their learning to their work, thereby enhancing the department's and company's operational performance. The promotion channels are well-established and smooth, aiming to attract, motivate, develop, and retain talents to accomplish the company's organizational mission.
The candidate database is built based on the following criteria:
1. Professional knowledge and skills
2. Work quality (efficiency, accuracy, etc.)
3. Time management skills
4. Teamwork mindset
5. Communication and coordination skills
6. Risk management awareness
7. Crisis management capabilities
8. Leadership skills
9. Innovative thinking abilities
10. Development potential
11. High degree of loyalty to the company
