Corporate governance
I. Operation status of the Board of Directors
- The Board of Directors convened 6 meetings in 2022. The attendance of directors is as follows:
Title | Name | Actual attendance | Attendance by proxy | Actual attendance rate (%) | Remarks | ||||||||||||||||||||||||||||||
Chairman | Taiwan First Biotechnology Corp. Representative: Kuan-Han Chen | 6 | 0 | 100% | |||||||||||||||||||||||||||||||
Vice Chairman | Yueshan Investment Co., Ltd. Representative: Ching-Jen Chen | 3 | 0 | 100% | New elected on June 24, 2022 | ||||||||||||||||||||||||||||||
Director | NICE Enterprise Co., Ltd. Representative: Michael Chen | 3 | 0 | 100% | New elected on June 24, 2022 | ||||||||||||||||||||||||||||||
Director | Fang Tien Enterprise Co., Ltd. Representative: Huai-Hsin Liang | 2 | 1 | 67% | New elected on June 24, 2022 | ||||||||||||||||||||||||||||||
Director | Yin-Ji-Li International Consulting Corp. Representative: Hsien-Chueh Hsieh | 6 | 0 | 100% | |||||||||||||||||||||||||||||||
Director | Cunyuan Heye Co., Ltd. Representative: Chih-Chan Chen | 6 | 0 | 100% | |||||||||||||||||||||||||||||||
Independent Director | Yung-Fu Tseng | 5 | 1 | 83% | |||||||||||||||||||||||||||||||
Independent Director | Yung-Chien Wu | 6 | 0 | 100% | |||||||||||||||||||||||||||||||
Independent Director | Wei-Lung Chen | 6 | 0 | 100% | |||||||||||||||||||||||||||||||
Vice Chairman | NICE Enterprise Co., Ltd. Representative: Ching-Jen Chen | 3 | 0 | 100% | Dismissed on June 24, 2022. | ||||||||||||||||||||||||||||||
Director | Chen Ten-Tao Cultural and Education Foundation Representative: Michael Chen | 2 | 1 | 67% | Dismissed on June 24, 2022. | ||||||||||||||||||||||||||||||
Director | Kuo Cheng Investment Development Corp. Representative: Huai-Hsin Liang | 1 | 2 | 33% | Dismissed on June 24, 2022. | ||||||||||||||||||||||||||||||
Other items to be stated: I.If the operations of the Board of Directors meets any of the following circumstances, the meeting date, term, contents of proposals, opinions of all independent directors and the Company’s handling of said opinions shall be specified: (I) Matters specified in Article 14-3 of the Securities and Exchange Act: The Company held 6 Board meetings in 2022 and the resolutions are specified in Page 81-85 of the annual report. Matters specified in Article 14-3 of the Securities and Exchange Act were approved unanimously by all independent directors. (II) Any other resolution(s) passed but with independent directors voicing opposing or qualified opinions on the record or in writing: None. II.Directors’ avoidance of proposals involving any conflict of interest; the names of directors, details of the proposals, causes of recusal, and participation in voting shall be disclosed: (I) 1st meeting of the 18th Board of Directors on June 24, 2022: 1.During the discussion on the appointment of members of the Remuneration Committee, the independent directors Yung-Fu Tseng, Yung-Chien Wu, and Wei-Lung Chen recused themselves and did not participate in the discussion and voting on the proposal due to involvement of their personal interests. 2. During the discussion of the new appointment of Kuan-Hao Chen by the Company, the director Ching-Jen Chen, a lineal relative of Kuan-Hao Chen, recused himself and did not participate in the discussion and voting on the proposal due to involvement of his personal interests. (II) 3rd meeting of the 18th Board of Directors on November 10, 2022: During the review of the proposal for purchasing the shares of IBF Financial Holdings Co., Ltd., independent director Wei-Lung Chen, who served as a director of IBF, and director Kuan-Chou Chen, who was a director of IBF, recused themselves and did not participate in the discussion and voting on the proposal due to involvement of their personal interests. (III) 4th meeting of the 18th Board of Directors on January 10, 2023: 1.During the review of the proposal to renew the appointment of the Company’s advisor, independent director Yung-Fu Tseng, the father of Chi-Ying Tseng, Chairman Kuan-Han Chen, the brother of Kuan-Ju Chen, and the director Ching-Jen Chen, the brother of Ching-Tan Chen and Ching-Yao Chen, recused themselves and did not participate in the discussion and voting on the proposal due to involvement of their personal interests. 2. During the review of changes in the senior management of the Company, director Ching-Jen Chen, a lineal relative of Vice President Kuan-Hua Chen and Chief Director Hsuan-Hui Chen, recused himself and did not participate in the discussion and voting on the proposal due to involvement of his personal interests. (IV) 5th meeting of the 18th Board of Directors on March 13, 2023: During the review of the proposal to renew the appointment of Ching-Liang Chen as an advisor, director Ching-Jen Chen, the brother of Ching-Liang Chen, recused himself and did not participate in the discussion and voting on the proposal due to involvement of his personal interests. III.TWSE/TPEx listed companies shall disclose information including the cycle, period, scope, method and items of the self-evaluation (or peer review) for the Board of Directors and specify the implementation of the evaluation for the broad of directors: (I) According to the Rules for Performance Evaluation of Board Directors of the Company, an annual internal performance evaluation for the Board of Directs is conducted every year and the evaluation result is submitted to the Board of Directors before Q1 of the following year. The cycle, period, scope, method, items and results related to the evaluation in 2022 is as follows: 1.The cycle, period, scope, method, and items of evaluation:
2.The evaluation is conducted in the form of internal questionnaires based on the operation of the Board of Directors and self-participation evaluated by the director. The secretariat of the Board will then collect and summarize the statistic results and then submit them to the Board of Directors. 3.The 2022 evaluation of the performance of the Board of Directors and its members was completed in February 2022. The result indicated an average score of 97.78 for the internal self-evaluation of the Board of Directors and an average score of 98.47 for the internal self-evaluation of individual directors, both of which were “Excellent”. The directors strongly agreed that the evaluation indicators met the requirements of corporate governance, as well as effectively strengthened the functions of the Board of Directors and maintained shareholders’ interests. The result was submitted in a report to the 5th meeting of the 18th Board of Directors on March 13, 2023, and was acknowledged by the Board of Directors. 4.The Company fully discloses the Rules for Performance Evaluation of Board Directors and the Board’s and Board members’ evaluation results on the Market Observation Post System, in the Company’s annual report and on the Company’s website. IV.Goals of strengthening board functions (e.g. setting up an audit committee or improving information transparency) in the current or most recent year and the implementation status: (I)The Company has established the Audit Committee, composed of three independent directors, to enhance the corporate governance of the Company and the functions of the Board of Directors. (II)In 2022 and as of the date of publication of the annual report, proposals which shall be submitted to the Audit Committee for approval and to the Board of Directors for resolution according to the Company Act and the matters set forth under Articles 14-3 and 14-5 of the Securities and Exchange Act were approved by the Audit Committee, submitted to and approved by resolutions of the Board of Directors, and implemented pursuant to the resolutions. (III)The Company has appointed a chief corporate governance officer in charge of matters related to corporate governance, such as assisting directors in legal compliance. (IV)At the 18th to 20th meetings of the 17th Board of Directors and the 2nd to 3rd meetings of the 18th Board of Directors dated January 18, March 25, May 9, August 8, and November 10, 2022, regular reports were given by the President, the COO, the chief auditor, and relevant managers to the Board of Directors regarding the operations of the Company and the implementation of the business, financial, and internal audit plans. (V)Proposals for establishment and amendment of regulations: 1. 18th meeting of the 17th Board of Directors on January 18, 2022: A resolution approving amendments to the “Corporate Governance Best Practice Principles” and the “Corporate Social Responsibility Best Practice Principles”. 2. 19th meeting of the 17th Board of Directors on March 25, 2022: The amendments to the “Articles of Incorporation” and the “Procedures for Acquisition or Disposal of Assets” were approved by the Audit Committee without change and submitted to the Board of Directors for approval by resolution. They were then reviewed and approved by the 2022 annual shareholders’ meeting. 3. 20th meeting of the 17th Board of Directors on May 9, 2022: Approval of the Company’s GHG inventory and verification schedule plan. 4. 3rd meeting of the 18th Board of Directors on November 10, 2022: Resolutions approving the establishment of the “Procedures for the Preparation and Certification of Sustainability Reports” and amendments to the “Rules of Procedure for the Board of Directors” and the “Procedures for the Management of Material Insider Information”. 5. 5th meeting of the 18th Board of Directors on March 13, 2023: Approval of the GHG inventory and verification schedule plan of the Company’s subsidiary and amendments to the “Rules of Procedure for Shareholders’ Meetings”, the “Corporate Governance Best Practice Principles”, and the “Standard Operating Procedures for Handling Requests from Directors”. (VI)The status of implementation and results of evaluation of the performance of the Board of Directors in 2021 were acknowledged by the 19th meeting of the 17th Board of Directors on March 25, 2022. The status of implementation and results of evaluation of the performance of the Board of Directors in 2022 were acknowledged by the 5th meeting of the 18th Board of Directors on March 13, 2023. (VII) The chief corporate governance officer handles requests from directors in accordance with the “Standard Operating Procedures for Handling Requests from Directors”. (VIII)The Company forwards relevant laws and regulations or information on continuing education to directors on a regular or intermittent basis to enhance the understanding of the laws. (IX)Besides conducting regular self-examination by the Company on the operation of the Board of Directors to enhance the board functions, internal auditors also prepare audit reports concerning the operation of the Board of Directors to comply with the regulations of the competent authority for securities. |
- Power and annual focuses of the Audit Committee
A. Establishment or amendment of the internal control system pursuant to Article 14-1 of the Act.
B. Assessment of the effectiveness of the internal control system.
C. Establishment or amendment of the handling procedures regarding significant financial business behaviors, including the acquisition and disposal of assets, trading of financial derivatives, loaning of funds to others, and endorsement/guarantees for others in accordance with Article 36-1 of the Act.
D. Matters involving any directors’ personal interests.
E. Significant transactions of assets or financial derivatives.
F. Significant loans of funds, and endorsement/guarantees.
G. The offering, issuance, or private placement of equity-type securities.
H. The hiring or dismissal of CPAs or the remuneration given thereto.
I. The appointment or discharge of a financial, accounting, or internal audit officer.
J. Annual financial statements signed or stamped by the Chairman, managers or accounting officers and CPA-certified Q2 financial statements.
K. Any other material matter required by the Company or the competent authority.
- The Audit Committee convened 5 meetings in 2022. The attendance of independent directors is as follows:
Title | Name | Actual attendance | Attendance by proxy | Actual attendance rate (%) | Remarks |
Independent Director | Yung-Chien Wu | 5 | 0 | 100 | |
Independent Director | Yung-Fu Tseng | 4 | 1 | 80 | |
Independent Director | Wei-Lung Chen | 5 | 0 | 100 | |
Other items to be stated:
I.If the operations of the Audit Committee meets any of the following circumstances, the meeting date of the Board of Directors, term, contents of proposals, resolutions of the Audit Committee and the Company’s handling of said opinions shall be specified. (I) Matters specified in Article 14-5 of the Securities and Exchange Act: In 2022, the Audit Committee of the Company held 5 meetings and the resolutions are specified in Page 45-46 of the annual report. Matters specified in Article 14-5 of the Securities and Exchange Act were approved unanimously by the Audit Committee. (II)Other than those described above, any resolutions unapproved by the Audit Committee but passed by more than two-thirds of directors: None. II. Independent directors’ avoidance of proposals involving any conflict of interest; the names of independent directors, details of the proposals, causes of recusal, and participation in voting shall be disclosed: 2nd Audit Committee, 2nd meeting on November 10, 2022 During the review of the proposal for purchasing the shares of IBF Financial Holdings Co., Ltd., the director Kuan-Chou Chen and the independent director Wei-Lung Chen recused themselves and did not participate in the discussion and voting on the proposal due to involvement of their personal interests.III. Communication between independent directors, internal audit officer and CPAs (e.g. the major matters, methods and results of communication with regard to the financial and business statuses of the Company): (I)The audit report and information of follow-ups on the audit report are submitted to members of the Committee for review at least once each month. (II)The chief auditor attends meetings of the Audit Committee in a non-voting capacity, and communicates with independent directors through the Audit Committee. (III)In case of instructions or questions by the Audit Committee after reviewing the audit report, it will notify the chief auditor. (IV)CPAs also communicate with the Audit Committee periodically, such as reporting on the phases of the annual plan and a report on the completion of their audits. (V)The Company invites CPAs to attend meetings of the Audit Committee in a non-voting capacity to communicate with and report to independent directors regarding the results of audits or reviews of the financial statements, or the effect of the promulgation of other laws on the Company. The communication between independent directors and CPAs has been good. (VI)The Audit Committee may communicate with the chief internal auditor and CPAs via various reports or channels, e.g. virtual meeting, telephone, e-mail, Line, and fax, so as to verify the Company’s business and financial overview, and status of the audit practices. |
- The contents of proposals and resolutions of the Audit Committee and the Company’s handling of the Audit Committee’s opinions in 2022 is as follows:
Audit Committee | Proposal | Objection or reservations by independent director | Resolution Results | Company’s response to Audit Committee’s opinions |
2022.1.18 14th meeting of 1st Audit Committee | Matters to be reported:
1.The report for the progress of the legal proceedings regarding the Company’ subsidiary, Shandong AGV Food Technology Co., Ltd. 2.Report on the implementation status of internal audit plan. |
None | Acknowledged | Acknowledged |
Matters to be discussed:
3.Review on the proposal for the call of the common shares of the subsidiary, “ Sontenkan Resort Development Co., Ltd.,” by cash capital increase. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
2022.3.25 15th meeting of 1st Audit Committee | Matters to be reported:
1.Report on the implementation status of internal audit plan. 2.Communication between CPAs and governance unit. |
Acknowledged | Acknowledged | |
Matters to be discussed:
3.Review on the proposal for 2021 financial statements (including the consolidated financial statements). 4.Review on the proposal for 2021 appropriation of earnings. 5.Review on the proposal for amendments to the “Procedure for Acquisition or Disposal of Assets” 6.Discussion on the proposal for “Effectiveness Evaluation of the Company’s Internal Control System” and “Statement on Internal Control System” in 2021. 7.Review on the proposal for the commission and independence evaluation of CPAs. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
2022.5.9 16th meeting of the 1st Audit Committee | Matters to be reported:
1.The 2022 Q1 consolidated financial statements audited by the CPAs. 2.Report on the implementation status of internal audit plan. |
Acknowledged | Acknowledged | |
Matters to be discussed:
3.Report on private placement of common stocks for cash capital increase for 2021. 4.Review on the proposal for common stock issued in private placement for cash capital increase. |
Approved as proposed and submitted to the Board of Directors and shareholders’ meeting for review. | Approved as proposed by the Board of Directors and shareholders’ meeting. | ||
2022.8.8 1th meeting of 2st Audit Committee | Matters to be reported:
1.The 2022 Q2 consolidated financial statements audited by the CPAs. 2.Report on the implementation status of internal audit plan. |
Acknowledged | Acknowledged | |
Matters to be discussed:
3.Resolution to fully abandon the cash capital increase plan of subsidiary Koya Biotech Corp. was deliberated. 4.Review on the proposal for provision of endorsement and guarantee for the financing of subsidiary, “Sontenkan Resort Development Co., Ltd.” |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors | ||
2022.11.10 2th meeting of 2st Audit Committee | Matters to be reported:
1.The 2022 Q3 consolidated financial statements audited by the CPAs. 2.Endorsement and guarantee improvement plan and implementation status for Koya Biotech Corp. 3.Report on the implementation status of internal audit plan. |
Acknowledged | Acknowledged | |
Matters to be discussed:
4.Review on the proposal for the “2022 Audit Plan.” 5.Review on participate in the subscription of the common shares of IBF Financial Holdings Co., Ltd. 6.Review on the proposal for the call of the common shares of the subsidiary, “ Sontenkan Resort Development Co., Ltd.,” by cash capital increase. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors |
III. Implementation of corporate governance, and deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof
Evaluation item | Status | Any variance from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and the reasons | ||||||||||||||
Yes | No | Summary | ||||||||||||||
I. Has the Company established and disclosed its corporate governance best practice principles in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? | P | The Company established the “Corporate Governance Best Practice Principles” based on the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” on May 12, 2017. On August 13, 2019, January 18, 2022, and March 13, 2023, amendments thereof were made and approved by the Board of Directors. Their full text is disclosed on the Company’s website (website: https://www.agv.com.tw) and the MOPS. The Company has implemented these practices accordingly based on the spirit of the Corporate Governance Best Practice Principles, in order to maintain the interests of shareholders and stakeholders. | In compliance with the Best Practice Principles. | |||||||||||||
II. Equity structure and shareholders’ equity of the Company | ||||||||||||||||
(I) Has the Company established internal procedures for handling shareholders’ suggestions, questions, disputes, and lawsuits? Does your company follow such procedures? | P
| Besides engaging the shareholders’ services agent for management, the Company has delegated the spokesperson, deputy spokesperson, chief corporate governance officer, shareholders service dedicated personnel, and legal affairs unit to handle related affairs such as shareholders’ suggestions, questions, disputes, and lawsuits. | In compliance with the Best Practice Principles. | |||||||||||||
(II) Does the Company keep a list of major shareholders actually controlling your company and the ultimate controllers of the major shareholders ? | P
| The Company keeps a list of shareholders provided by the shareholder services agent, Capital Securities Corporation, and reports any change in the equity of directors and insiders on a monthly basis. | In compliance with the Best Practice Principles. | |||||||||||||
(III) Has the Company established and implemented a system for risk control and firewalls with its affiliates? | P
| The operation of the Company and its affiliates is independent from each other and the operation of the Company is conducted based on the internal control system. We have established the “Regulations Governing the Monitoring of Subsidiaries”, participated in important meetings of the affiliates, and established the international investment department to implement the risk control mechanism of the Company. | In compliance with the Best Practice Principles. | |||||||||||||
(IV) Has the Company established internal regulations that prevent insiders from trading securities using non-public market information ? | P
| Article 4 of the “Ethical Management Best Practice Principles” stipulates that: the Company shall comply with related regulations such as the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on the Recusal of Public Servants Due to Conflicts of Interest, and regulations governing TWSE/TPEx listed companies or other laws concerning business activities, as the underlying foundation to facilitate ethical corporate management. The Company’s directors, managers, employees, and de facto controllers of the Company are required to comply with relevant regulations, and also adopt the “Procedures for the Management of Material Insider Information” in order to protect investors and maintain the Company’s interests. The Company provides related information to new directors and insiders and communicates with them to remind them regarding matters requiring attention when they take office. | In compliance with the Best Practice Principles. | |||||||||||||
III. Composition and responsibilities of the Board of Directors | ||||||||||||||||
(I) Has the Board of Directors established a diversity policy and specific goals of management? Have such policies and goals been implemented ? | P | The Company has established the “Corporate Governance Best Practice Principles” and an appropriate policy on diversity has been formulated in Chapter 3 Enhancement of the Board Functions, which shall include, without being limited to, the following two general standards: 1. Basic requirements and values: Gender, age, nationality, and culture. 2. Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing, or technology), professional skills and industrial experience. Members of the Board of Directors shall possess the necessary knowledge, skills, and experience for performing their duties. To achieve the ideals and goals of corporate governance, members of the Board of Directors must possess the following abilities: 1. Ability in operational judgment. 2. Ability in accounting and financial analysis. 3. Ability in business management. 4. Ability in crisis management. 5. Industrial knowledge. 6. International market vision. 7. Leadership ability. 8. Decision-making ability. The achievement of targets formulated regarding diversification in the abilities of members of the Board of Directors is described as follows: 1. The Company pays attention to diversification in the abilities of members of the Board of Directors. The goal is to achieve at least 80% of the targets set for each ability. The achievement rates of the directors are all 100% with regard to diversification in eight abilities. 2. The current Board of Directors has 9 members, including 6 regular directors and 3 independent directors. The average age of all directors is 61.3. 3. Professional knowledge and skills of regular directors: Composed of members with professional backgrounds, including Post-doctoral Researcher in Food Science and Technology at Cornell University, Master’s from the London School of Economics and Political Science, Master’s of Commerce from the University of Nottingham, Master’s of Laws from Fu Jen Catholic University, Bachelor’s from the Department of Electronics, Chung Yuan Christian University; Bachelor’s from the Department of Business Administration, National Cheng Kung University, as well as those with other professional skills and industrial experience. Professional knowledge and skills of independent directors: Composed of members with professional backgrounds, including one with a degree of PhD in Law from the University of Washington who retired as President of Shih Hsin University, one who graduated from the Department of Law, National Taiwan University, and who served as the Minister of Justice, one with a Master’s degree from the College of Management, National Taiwan University, who served as the Vice Commissioner of Securities and Futures Bureau, Financial Supervisory Commission and the Chairman of SinoPac Securities, as well as those with other professional skills and industrial experience. 4. The Company’s directors include those with specialized backgrounds and professional practitioners, such as CPAs, attorneys, and professionals in food R&D, finance, and accounting. All members possess professionalism, independence, and diversity, consistent with the structure of the Board of Directors under the Corporate Governance Best Practice Principles. 5. For the policy of diversity for the composition of members of the Board of Directors and its implementation, please see pages 28–29 of the annual report and the Investor Section – Status of Corporate Governance on the Company’s website (at https://www.agv.com.tw). | 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 ? | P | The Company has established the Audit Committee and Remuneration Committee pursuant to the law. It also has established the Strategic Planning Committee, Marketing and Planning Management Committee, Total Quality Review Committee, Committee for Evaluation of Food Technology Personnel, Procurement Committee, Operation Review Commission, Personnel Evaluation Committee, and Security Center to promote sustainable development of the Company. The operations and systems related to the Board of Directors are in compliance with the relevant laws and regulations. | In compliance with the Best Practice Principles. | |||||||||||||
(III) Has the Company established regulations and methods for the evaluation of the performance of the Board of Directors? Does the Company conduct such performance evaluations on a regular basis each year? Are the results of such performance evaluations submitted to the Board of Directors and used as a reference for the remuneration of individual directors and for their nomination or re-election? | P | The Company has established the Regulations for Evaluation of the Performance of the Board of Directors and conducts an internal evaluation of the performance of the Board of Directors each year in accordance with the regulations. The evaluation result is submitted to the Board of Directors before Q1 of the next year. The 2022 evaluation of the performance of the Board of Directors and its members was completed in February 2022. The evaluation results indicated an average score of 97.78 for the whole Board of Directors and an average score of 98.47 for individual directors, both of which were “Excellent” (a score of 90 or above). The results were submitted in a report to the 5th meeting of the 18th Board of Directors on March 13, 2023, and were acknowledged by the Board of Directors. All of the foregoing were in accordance with the relevant laws and regulations. | In compliance with the Best Practice Principles. | |||||||||||||
(IV) Does the Company assess the independence of CPAs on a regular basis ? | P
| According to the Company Act and Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the independence of CPAs shall be evaluated periodically (at least once per year). With reference to Article 47 of the Certified Public Accountant Act and evaluation items listed in the Standards of Professional Ethics for Certified Public Accountants Bulletin No. 10 “Integrity, Impartiality, Objectivity and Independence”, the CPAs have met the independence requirements according to the results of evaluations performed by the Company’s accounting department. Also, the CPAs Shu-Man Tsai and Ching-Lin Li of Crowe Taiwan have issued their 2023 CPA independence assessment reports and a Declaration of Independence, and the CPAs have submitted a report to the Audit Committee regarding the functions of the Audit Quality Indicators (AQI). The foregoing were approved by the 4th meeting of the 2nd Audit Committee on March 13, 2023, and by the 5th meeting of the 18th Board of Directors on March 25, 2023, in accordance with the Company’s standards for the evaluation of independence. | In compliance with the Best Practice Principles. | |||||||||||||
IV. Does the TWSE/TPEx listed company appoint an appropriate number of competent corporate governance officers and designate a chief corporate governance officer to be in charge of corporate governance affairs (including but not limited to providing the information required for directors or supervisors to perform their duties, assisting directors or supervisors in compliance, managing affairs for Board of Directors meetings and shareholders’ meetings as required by law, and preparing minutes for Board of Directors meetings and shareholders’ meetings)? | P | The Board of Directors has adopted a resolution to appoint a chief corporate governance officer, the position of which is currently occupied by Yue-Tsu Tsai, the manager of the Human Resources Department. As an MBA of National Chiayi University with years of experience in compliance and stock affairs, Director Yueh-Chu Tsai meets the regulations of the Best-Practice Principles. The main duties to be performed by her include handling matters related to Board of Directors’ and shareholders’ meetings, preparing minutes of the Board of Directors’ and shareholders’ meetings, assisting directors in taking office and their continuing training, providing information required for directors to perform their duties, assisting directors in legal compliance, submitting a report to the Board of Directors regarding the results of reviews on whether the qualifications of independent directors meet the requirements of the relevant laws and regulations at the time of their nomination and election and during their term of service, and handling matters related to changes of directors or other matters set out in the Articles of Incorporation or contracts. The following is a description of the key duties performed and the status of continuing training in 2022: 1. Handling matters related to Board of Directors meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders’ meetings, informing all directors to attend the meeting at least seven days in advance with the provision of sufficient meeting information and preparing minutes of the Board of Directors meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders’ meetings. 2. Provision of information required for performance of duties by the directors and latest development of laws and regulations related to company management. 3. Submission of a report to the Board of Directors that the candidates for directors and independent directors have met the legal requirements after review. 4. Provision of information related to continuing education for directors to assist them in legal compliance. 5. Registration of the date of the shareholders’ meeting within the period specified by the laws, preparation and filing of the meeting notices, handbooks, meeting minutes, and annual reports before the deadline. 6. Matters related to changes in company registration. 7. Matters related to investor relations. 8. Review on the corporate governance evaluation indicators published every year and review of the achievements completed by the Company item by item. 9. Amendments to the latest regulations concerning corporate governance and the submission of such amendments to the Board of Directors for discussion. 10. Assessment of the purchase of liability insurance for directors and important employees. 11. Other matters set out in the Articles of Incorporation or contracts. 12. In 2022, the chief corporate governance officer attended continuing training courses for a total 20 hours, described as follows:
| In compliance with the Best Practice Principles.
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V. Has the Company established channels of communication with stakeholders (including but not limited to shareholders, employees, customers, and suppliers)? Does the Company create a section for stakeholders on its website and give proper responses regarding important issues of corporate social responsibility that concern stakeholders? | P | 1. To achieve sustainable management and development, it is imperative that the Company understand the opinions of stakeholders as an important basis of sustainable development. Besides maintaining interaction with stakeholders in various forms, the Company has also set up a section for external communication on its website: https://www.agv.com.tw/投資人專區/利害關係人專區. 2. The Company has established a section for stakeholders (including shareholders, peers, employees, customers, suppliers, consumers, investors, communities, and government agencies) on its website. The mailbox for communication is managed by the chief corporate governance officer, and each responsible department responds properly to important issues of corporate social responsibility that are of concern to stakeholders. 3. For the information of communication with stakeholders in the most recent year, see the sustainability report or the Company’s website. 4. Communication channels: Employee relations – Ms. Tsai, Human Resources Department Email: yuehchu@mail.agv.com.tw Stock Affairs Office – Ms. Tsai Email: yuehchu@mail.agv.com.tw Investor relations – Ms. Chang, Accounting Department Email: j77888@mail.agv.com.tw Customer service center – Ms. Chang, Customer Service Center Email: greenbar@mail.agv.com.tw 5. The Company maintains good communication with employees, investors, consumers, distributors, suppliers, shareholders, peers, community residents, and government agencies. | In compliance with the Best Practice Principles. | |||||||||||||
VI. Does the Company engage any professional shareholder services agent to manage affairs for shareholders’ meetings ? | P | The Company has engaged the professional Registrar Department of Capital Securities Corporation to manage affairs for shareholders’ meetings. | In compliance with the Best Practice Principles.
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VII. Information Disclosure : | ||||||||||||||||
(I) Does the Company set up a website to disclose financial, business, and corporate governance information ? | P | The Company’s website has fully disclosed the financial and corporate governance information of the Company at https://www.agv.com.tw. The information about corporate governance practices and finance is also disclosed in the investors section. | In compliance with the Best Practice Principles. | |||||||||||||
(II) Does the Company use other means to disclose information (e.g., setting up an English website, assigning specialized personnel to collect and disclose corporate information, implementing a spokesperson system, uploading the proceedings of investor conferences to the Company’s website)? | P | 1. Dedicated personnel are designated to collect and disclose the Company’s information, based on their job duties. 2. Spokesperson: Mr. Kuan-Han Chen, deputy spokesperson: Mr. Chih-Chan Chen, Mr. Chien-Hua Chen, and Mr. Hung-Chi Hsiao. 3. Investors can visit the MOPS for information related to the Company’s finance, business, corporate governance, and corporate social responsibility. 4. The video and audio recordings of investor conferences have been disclosed on the Company’s website: https://www.agv.com.tw. | In compliance with the Best Practice Principles. | |||||||||||||
(III) Does the Company publish and submit an annual financial report within two months after the end of each fiscal year? Does the Company publish and submit financial reports for the first, second, and third quarters and the monthly status of operations before the required deadline? | P | Publication of the 2022 financial report was completed on March 16, 2023. The Q1, Q2, and Q3 financial reports and information of monthly operations have been submitted for disclosure within the period specified in the Taiwan Stock Exchange Corporation Rules Governing Information Filing by Companies with TWSE Listed Securities and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds of the TWSE. | In compliance with the Best Practice Principles. | |||||||||||||
VIII. Does the Company have other important information useful for understanding the status of corporate governance of the Company (including but not limited to employees’ rights, employee care, investor relations, supplier relationships, stakeholders’ rights, continuing training of directors and supervisors, implementation of risk management policies and risk measurement standards, implementation of customer policies, purchase of liability insurance for directors and supervisors by the Company, etc)? | P | 1. Employees’ rights and employee care: The Company is used to paying attention to the interests and care of employees and emphasizing harmonious labor relations. In addition to maintaining comprehensive personnel and promotion systems, the Company provides emergency aid, cultural and educational entertainment, work environment, on-the-job training, scholarships for children, employee health examinations, and profit sharing, so that employees and their families may view the Company as their home and be proud of the Company. The Company strives to manage and emphasize the care of employees and their families. 2. The Company’s relations with investors: The Company convenes shareholders’ meetings based on the relevant laws and regulations to provide sufficient opportunities for shareholders to raise questions or give proposals. The Company has appointed a spokesperson, a deputy spokesperson, and a contact person for investor relations to address related matters between the Company and investors. In addition, the Company handles matters related to the publication and submission of information to be disclosed in accordance with the relevant regulations issued by the competent authority to timely provide information that may affect investors’ decisions. The Company has also established communication channels, such as: Employee relations – Ms. Tsai, Human Resources Department Email: yuehchu@mail.agv.com.tw Stock Affairs Office – Ms. Tsai Email: yuehchu@mail.agv.com.tw Investor relations – Ms. Chang, Accounting Department Email: j77888@mail.agv.com.tw Customer service center – Ms. Chang, Customer Service Center Email: greenbar@mail.agv.com.tw 3. Supplier relationship: The Company maintains a stable and good relationship with suppliers. The material issues of concern for suppliers include the establishment of a system for traceability of production and sales of raw materials. Labor conditions include human rights regulations that prohibit the employment of child workers, forced labor, and violations of the freedom of association and collective bargaining rights. Regarding the environmental responsibilities of suppliers, compliance with national laws, social standards, and environmental protection plans is required, while priority is given to companies with environmentally friendly policies in order to enhance the importance and implementation of environmental issues in the entire supply chain. 4. Stakeholders’ rights: The Company provides multiple channels for communication and information disclosure and collects issues of concern for stakeholders. The Company describes the top three issues of concern for stakeholders in the sustainability report, understands the reasonable expectations and needs of stakeholders, and responds appropriately to important issues of concern for them. 5. Continuing training of directors (including independent directors) in 2022: A. Independent Director Yung-Fu Tseng: Attended “Conference on the Release of the Guidelines for the Powers Exercised by Independent Directors and Audit Committees and their Promotion to Directors and Supervisors”, “2022 Conference on the Awareness of Compliance with the Laws Governing Trading of Equity by Insiders” and “2022 Conference on the Awareness of the Prevention of Insider Trading”. B. Independent Director Yung-Chien Wu: Attended “Shareholders’ Meeting and Equity Management” and “Greenhouse Gas Inventories and Related Issues of Carbon Reduction”. C. Director Wei-Lung Chen: Attended “Net Zero Trend: Practical Observations on ESG Decision-Making by the Board of Directors” and “Conference on the Release of the Guidelines for the Powers Exercised by Independent Directors and Audit Committees and their Promotion to Directors and Supervisors”. D. Director Huai-Hsin Liang: Attended “Corporate Tax Governance and Tax Technology Solutions under the ESG Trend and Pandemic” and “Risks and Opportunities of Climate Change and Net Zero Policy for Corporate Management”. E. Director Kuan-Chou Chen: Attended “Net Zero Trend: Practical Observations on ESG Decision-Making by the Board of Directors”, “Introduction to the Employee Reward and Remuneration System”, and “Ethical Corporate Management and Prevention of Money Laundering”. F. Director Hsien-Chueh Hsieh: Attended “Analysis of Common Deficiencies in the Review of Financial Statements and Practices in Important Laws and Regulations Governing Internal Control”. G. Director Chih-Chan Chen: Attended “2022 Cathay Sustainable Finance and Climate Change Summit”. 6. Implementation of risk management policies and risk assessment standards: The Company does not engage in investments with high risk and leverage. 7. Implementation of consumer or customer protection policies: The Company has a consumer service hotline to actively handle the suggestions or complaints of the consumer and maintain the rights of the consumer. 8. The Company seeks to strengthen corporate governance and reduce the risks of directors, managers, and the Company. According to Article 26-1 of the Articles of Incorporation, the Company may purchase liability insurance for directors. Therefore, the Company has purchased a one-year liability insurance policy from Shinkong Insurance Co., Ltd., with an insured amount of USD2,000,000. The insurance was approved by the 2nd meeting of the 18th Board of Directors on August 8, 2022. | In compliance with the Best Practice Principles. | |||||||||||||
IX. Please specify the status of the improvement made, based on the corporate governance assessment report released by the Corporate Governance Center of TWSE in the most recent year, and the priority corrective actions and measures for any issues that are yet to be rectified: (I) Improvement made based on the result of corporate governance assessment: 1. There is no situation where the remuneration for directors and supervisors is distributed without also distributing dividends. 2. Where cash dividends are distributed in the year of evaluation, their distribution is completed within 30 days after the ex-dividend date. 3. Independent directors account for at least one-third of all directors. 4. A succession plan for members of the Board of Directors and key management has been formulated, and information of their operations has been disclosed on the Company’s website or in its annual report. 5. Members of the Remuneration Committee attends at least two of its meetings, and information regarding the policies, systems, standards and structures relating to evaluation of the performance of directors, supervisors, and managers, as well as their remuneration, is disclosed periodically. 6. All independent directors have completed continuing training based on the hours specified in the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies”. 7. Material information is released simultaneously in English. 8. The Company has set up an English website, which includes information related to finance, business, and corporate governance. 9. With reference to international human rights conventions, the Company has established policies and specific management plans for human rights protection, which are disclosed on the Company’s website or in its annual report. 10. The Company has uploaded the English version of its sustainability report to the MOPS and the Company’s website. 11. The Company has adopted policies for GHG reduction, reduction of water consumption or other waste management, including reduction targets, implementation measures, and results of achievement. 12. The Company has disclosed the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) in its sustainability report. In accordance with the framework of the TCFD recommendations, the report discloses information related to the governance, strategies, risk management, indicators, and targets of climate-related risks and opportunities. (II) Priority corrective actions and measures for any issues that are yet to be rectified: 1. Whether the Company has adopted a policy on the diversity of members of the Board of Directors, and whether the Company has disclosed the specific management targets and implementation of the diversity policy on its website and in its annual report. 2. Important information of shareholders’ questions and the Company’s responses is recorded in the minutes of an annual shareholders’ meeting. 3. The shareholders’ meeting will be broadcast live online, or uninterrupted audio and video recordings of the full meeting will be uploaded after the meeting. 4. Changes in the shareholdings of insiders in the previous month will be uploaded to the MOPS on or before the 10th day of each month. 5. The Company will invest resources to support cultural development in Taiwan, and will disclose the methods and results of support on its website or in its annual report or sustainability report. |
- Information on the Remuneration Committee members
Criteria Position title Name | Professional qualifications and experience | Independence | ||
Independent Director | Wei-Lung Chen (Convener) | Please refer to Pages 22–25 of the annual report for the disclosure of information about directors’ professional qualifications and independent directors’ independence |
1. Not an employee of the Company or any of the affiliates 2. Not a director or supervisor of the Company or any of the affiliates 3. Not a natural-person shareholder holding 1% or more of the total shares issued by the Company, together with the person’s spouse, minor children or under others’ names or ranking in the top 10 in shareholdings. 4. Not a spouse, relative of second degree, or direct kin of third degree or closer to persons described in the three preceding subparagraphs. 5. Not a director, supervisor, or employee holding 5% or more of the total number of shares issued by the Company, ranking among the top 5 in shareholdings or being the director, supervisor or employee of corporate shareholders who designate their representatives as the Company’s directors or supervisors in accordance with Paragraph 1 or 2, Article 27 of the Company Act 6. Not a director, supervisor or employee of another company in which the number of directors or more than half of the voting shares is under the control of the same person 7. Not a director, supervisor or employee of another company or institution in which the Chairman, President or personnel with equivalent position are the same person or have spouse relationship 8. Is neither a director, supervisor, manager, nor a shareholder holding more than 5% of the outstanding shares, of a certain company or organization that has a financial or business relationship with the Company. 9. Not a professional who provides audits or commercial, legal, financial, accounting or consulting services accumulating more than NTD 500,000 of remuneration obtained in recent two years to the Company or its affiliates nor is an owner, partner, director (managing director), supervisor, or manager or the spouse of any of the above, of a sole proprietorship, partnership, company, or organization that provides such services to the Company or its affiliates. 10. Not the spouse or a relative within the second degree of kinship of any other directors |
3 |
Independent Director | Yung-Chien Wu | 1 | ||
Independent Director | Yung-Fu Tseng | 1 |
2、Scope of duties of the Remuneration Committee:
(1) The Remuneration Committee shall implement the following duties faithfully and submit the proposed motions to the Board of Directors for discussion to fulfill the duty of care as a good administrator:
A. Regularly review the Charter and propose amendment motions.
B. Stipulate and review regularly the compensation policies, systems, standards and structures and performance of directors and managers.
C. Regularly review the remunerations and its amounts to directors and managers.
(2) The Remuneration Committee shall comply with the following principles when performing the above duties:
A. The remuneration to directors and managers shall be paid with reference to the business performance with the level of the peers in the practice while considering the time spent by the individual and their responsibilities and performance and the reasonableness of the correlation between the Company’s business performance and future risk.
B. The directors and managers shall not induced to engage in activities involving risk beyond the tolerance limits of the Company in order to pursue monetary reward.
C. The dividend distribution ratio of short-term performance and partial changes in the payment time of remuneration for the directors and senior managers shall be determined based on the characteristics of the industry and nature of the Company’s business.
D. Make sure the remuneration arrangement of the Company meets relevant laws and regulations and is sufficient to attract outstanding talents.
E. The members of the Remuneration Committee shall not engage in the discussion or voting for the determination of their individual remuneration.
3、Information concerning the operation of the Remuneration Committee
(1) The Company’s Remuneration Committee consists of 3 members.
(2) The term of office: From June 27, 2019 to June 26, 2022. The Remuneration Committee held 2 meetings in 2021. The qualifications and attendance of the Committee members are stated as follows:
Title | Name | Actual attendance | Attendance by proxy | Actual Attendance rate (%) | Remarks |
Convener | Wei-Lung Chen | 1 | 1 | 50 | |
Member | Yung-Fu Tseng | 2 | 0 | 100 | |
Member | Yung-Chien Wu | 2 | 0 | 100 | |
Other items to be stated:
I. In the event where the Remuneration Committee’s proposal is rejected or amended by the Board of Directors, please describe the date and session of the meeting, details of the proposal, the board’s resolution, and how the Company handles the Remuneration Committee’s opinions (if the remuneration approved by the Board of Directors was more favorable than the one proposed by the Remuneration Committee, the differences and reasons shall be specified): None. II. For resolution(s) made by the remuneration committee with the committee members voicing opposing or qualified opinions on the record or in writing, please state the meeting date, term, contents of motion, opinions of all members and the company’s handling of the said opinions: None. |
4、The contents of proposals and resolutions of the Remuneration Committee and the Company’s handling of the Remuneration Committee’s opinions in 2021 is as follows:
Remuneration Committee | Proposal and follow-up actions | Resolution Results | The Company’s response to Audit Committee’s opinions |
2021.1.19 4th meeting of 4th Committee | Review on the proposal for the 2020 distribution of year-end bonus. | The members present at the meeting resolved to adopt 1st Option and submitted it to the Board of Directors for review. | Approved as proposed by the Board of Directors |
2021.3.23 5th meeting of 4th Committee |
1. Review on the proposal for the distribution of remuneration to directors and employees in 2020. 2. Review on the proposal for appointment of Chief Corporate Governance Officer. |
Approved as proposed and submitted to the Board of Directors for review | Approved as proposed by the Board of Directors |
V. Implementation of the sustainable development, and deviation from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof
Item | Implementation status | Deviation from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof | |||||||||||||||||||||||||||||||||||||
Yes | No | Summary | |||||||||||||||||||||||||||||||||||||
I. Does the Company set up a dedicated (concurrent) unit for promotion of the sustainable development initiatives, and does the Board of Directors of the Company authorize the management to handle relevant matters and report to the Board of Directors, and how the Board of Directors supervise it? | √ | Under the governance framework adopted by the Company to promote the sustainable development, the President serves as the convener, and HR Dept. as the unit dedicated to promoting sustainable development concurrently. Each department assesses the risk and opportunity and then researches and sets the feasible targets and executes the same therefor. For the purpose of corporate sustainable development, it shall convene meetings, periodically or from time to time, to discuss the issues about environmental governance, social responsibility and corporate governance, and report the status to the senior management regularly. | 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? | √ | Most of the Company’s subsidiaries are engaged in sales business. Therefore, in consideration of the relevance to operations and impact posed to major issues, the related risk assessment is primarily conducted on the Company. (Exclusive of subsidiaries)
The Company implements the risk assessment of environmental, social, and corporate governance issues based on the principle of materiality and established the Security Center in the organization with relevant risk management policies to reduce or prevent possible damage of the Company. We also can handle the risk collectively and immediately take necessary preventive action to strengthen the emergency response capacity of the enterprise and maintain sustainable operation of the Company.
1. Environmental issues:
(1) Besides continuing to increase the production technology, the Company also adopts 3R environmental principles of reduce, recycle and reuse. Taking 2021 as the base period, the Company aims to reduce the waste volume by 1–3% each year. Mitigate the damage and contamination to environment effectively, and expected to cut the gross weight of waste by 10% by 2025. (2) Considering that the utilization efficiency of water resources is always the focus of the water conservation and improvement policy, the Company communicates the concept about water conservation in diversified manners, such as posters and slogans, in order to enable the concept to include each corner of life at the office premises. Meanwhile, the Company also utilizes the water discharged upon filtration and treatment, and recycles it to the sludge dewatering machine to clean the filter cloth. By so doing, it is expected to save the water by 25,902 tons per year. The Company also schedules to regenerate the soft water and discharge cleaner wastewater which will be stored and pressurized and then made available to the roads and toilets at the factory premises for flush and irrigation, and expects to save water by 2%. (3) The total production quantity in 2021 increased by 4% from 2020, and the power consumption decreased by 0.7%. Apparently, the energy-conservation policy has achieved specific results. The Company will proceed to replace the old equipment with eco-friendly one successively to reduce energy consumption and improve the performance of equipment, and expect to save power accordingly. (4) The Company expects to implement the ISO 50001 energy management system in 2023 to help itself verify the GHG emission, and will find the room for reduction of emission and formulate correspondent emission reduction programs. (5) The Company uses the best effort to conserve energy and reduce carbon, and develop the environmental improvement management programs under the P-D-C-A management model. We establish indexes for items related to power and water consumption, waste water production, waste production and productivity density during the process with monitoring and control at all times. 2. Social issues:(1) The Company adopts the labor human rights policy in accordance with the Ethical Trading Initiative (ETI). (2) The serious occupational injury rate is zero. (3) The Company has been certified by TFDA, Ministry of Health and Welfare as the Food Testing Institution. As a leader in the domestic food industry in terms of the inspection & analysis and ISO 17025 certification, the Company aims to guard food safety for the public. (4) The Company assigns the food safety management team to promote and execute ISO 22000 food safety management system operations to ensure that the products comply with safety requirements. (5) The Company encourages suppliers to be prepared for quality, delivery period and technology, and also fulfill their corporate social responsibility and construct the sustainable supply chain. 3. Corporate governance issues:(1) The Company has established the Corporate Governance Best-Practice Principles; a sound and effective Board of Directors is the basis of good corporate governance to provide high quality products and services for the market. The Board of Directors is the top unit of corporate governance in AGV Products Corporation, consisting of nine directors (including three independent directors). The Board of Directors pay attention to the overall operation of the Company to implement corporate governance policies. (2) Verify any amendments to laws & regulations, and comply with laws. |
In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
III. Environmental issue
(I) Does the Company establish environmental policies suitable for the Company’s industrial characteristics? |
√ |
1. The EHS management system operates in accordance with the relevant EHS policies. Meanwhile, the Company plans and promotes the EHS management operations per the existing organizational framework, boosts the risk management in the workplace, identifies potential hazard risk in the workplace and proposes the control measures. The automated inspection system may ensure that all machine, equipment and facilities function normally. The operating environment monitoring policy provides employees with a safe and healthy operating environment. The sound education and training may improve the employees’ awareness toward safety, health and environmental protection. 2. The Company has received the accreditation badges for a healthy workplace and health promotion, as each of the Company’s employees may be better protected in the healthy working environment. 3. The Company establishes the unit dedicated to environmental management to maintain the environmental management systems, sets up the energy-conservation performance system, uses the best effort to optimize the improvement of process and has the equipment care and maintenance in place. 4. The Company complies with the environmental protection and occupational safety & health laws and regulations, and other requirements. All of the Company’s staff continue to promote the improvement, in order to control the risk over environmental safety and health in the operating environment and in the process of any activities, products or service effectively, prevent any accidents, and build a comfortable and safe working environment to promote the employees’ health and wellbeing. |
In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
(II) Does the Company endeavor to upgrade the efficient use of energy, and use eco-friendly materials posing low impact to the environment? |
√ |
1. The Company uses the best effort to improve the energy utilization efficiency. The main energies applied by the Company include steam, electricity, fuel and natural gas. 2. The Company owns three major production plants for the time being. The consumption of steam for main raw materials reduced by 5.1% in 2021 form 2020. The consumption of electricity for main raw materials reduced by 2.3% in 2021 from 2020. 3. In the future, the Company will adopt the annual quantitative management goals (e.g. achievement of emission reduction by Y% in X years or per year), describe the policy adopted for achievement of the goals and status of achievement, continue to make good use of energy and love the earth to mitigate the impact posed to the environmental load. 4. The Company will continue to promote the environmental protection program to improve its environmental protection performance and also use the best effort to promote energy conservation and carbon reduction at the office premises, recycling and reuse, protection of water and soil resources, and strengthen the education to employees. |
In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
(III) Does the Company assess the present and future potential risk and opportunities of climate change in relation to the Company and adopt countermeasures related to climate issues? |
√ |
1. Given the existing production policy oriented toward low carbon emission adopted in Taiwan, the Company analyzes and controls the production capacity and engages in production under the energy-conservation model. Meanwhile, the Company engages in the analysis and adjustment based on big data by product line to reduce the carbon emission and achieve the purpose for an eco-friendly environment 2. The Company evaluates the impact posed by the climate changes to the Company based on the “Task Force on Climate-related Financial Disclosures (TCFD)” promulgated by FSB, and discusses the risk arising from climate changes, analyzes the following responsive measures from the points of view in different fields, and adopts the project management model to achieve sustainable development. |
In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
(IV) Does the Company gather statistics of the greenhouse gas emission, water consumption and the gross weight of waste of the past two years and establish policies for energy saving, carbon reduction, reduction of greenhouse gas emission and water consumption or other waste management? |
√ | Most of the Company’s subsidiaries are engaged in sales business. Therefore, the disclosures related to them are primarily made by the Company. (Exclusive of subsidiaries)
1. Direct GHG emission volume: Unit: CO2e/year
With respect to GHG emission reduction, the Company will adopt the annual quantitative management goals (e.g. achievement of emission reduction by Y% in X years or per year). 2. Water consumption: Unit: Ton
The water consumption for finished goods reduced by 14% per unit available for recycling and reuse in 2021 from 2020. The Company will regenerate the soft water and discharge cleaner wastewater which will be stored and pressurized and then made available to the roads and toilets at the factory premises for flush and irrigation, and expects to save water by 2%. 3. Gross weight of waste: Unit: Ton
The waste increased in 2021 from 2020, primarily because the Company needed to contract a new sludge treatment service provider, and the sludge was removed only in 2H of 2020 and the raw materials, cabbage residue, were recycled and reused by the supplier in part on its own. Notwithstanding, as the supplier has refused to recycle and reuse the raw materials since 2021, the recyclable waste increased in 2021 accordingly. In the future, the Company will adopt the annual quantitative management goals (e.g. achievement of emission reduction by Y% in X years or per year), and describe the policy adopted for achievement of the goals and status of achievement. (Waste management policy) The Company expects to attain the sustainable recycling based on the 3R environmental principles of reduce, recycle and reuse, in order to mitigate the damage and contamination to the environment. The Company aims to reduce the waste volume by 1–3% each year and expected to cut the gross weight of waste by 10% by 2025. 4. With respect to the GHG emission, the GHG emission inspection is considered fundamental to carbon management. The GHG inspection may not only verify the precise emission volume but also help find the room and opportunity for reduction. Therefore, the Company expects to proceed with the carbon emission inspection throughout the Company in 2022, and to implement the ISO 50001 energy management system in 2023 to help itself verify the GHG emission, find the room for reduction of emission and formulate correspondent emission reduction programs. 5. For related environmental protection including energy saving 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) Does the Company develop management policies and procedures in accordance with relevant regulations and international human rights conventions? |
√ | The Company adopts the labor human rights policy in accordance with the Ethical Trading Initiative (ETI). The Company has established the work rules and regulations regarding the disciplinary system, performance evaluation, gender equality and occupational accident in compliance with the regulations of Labor Standards Act with reference to the International Labour Convention to build a friendly and effective workplace. The HR Department is responsible for the establishment, amendment and announcement of relevant regulations to notify the employees to comply with related labor regulations. The Company implements the restriction on employment of child laborers and forbids harassment, discrimination and bully. Meanwhile, the Company has announced the “Declaration of Prevention of Sexual Harassment at Workplace By the Company.” For the responsibilities relevant to the Company’s corporate social responsibility, please refer to the CSR report of the Company disclosed on the Company website (website: https://www.agv.com.tw) and MOPS. | In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
(II) Does the Company establish and implement proper employee welfare measures (including the salary, holidays and other welfare) and reflect the corporate business performance or achievements in the employee remuneration? |
√ | The personnel management regulations of the Company specify the work rules, remuneration management regulations, hierarchical responsibility regulations, subsidy payment standards, attendance implementation standards, promotion and transfer management regulations, performance management regulations, enforcement rules of leave-taking and comprehensive systems for performance and year-end bonus, employee remuneration, insurance payment and benefits. Workplace diversity and equality: The Company values the gender equality, and equal pay and equal opportunity for promotion. Among the Company’s employees, female officers accounted for 50.25% and the female management 14.25% in 2021. Cash gift and subsidy: We also hold health checkups and provide comprehensive benefit systems for employees, such as cash gift for retired personnel, wedding, parental, children education and funeral subsidies, maternity, accompanying maternity and parental leaves. The Company provides feedback and reflects the profits in the employee remunerations and benefits to share the result of earnings with employees, such as performance bonus subject to achievement of KPI, incentive bonus subject to personal contribution, and employee remuneration. The Company strives to maintain labor–management harmony, in order to create a win-win labor–management relations. The annual full-time salary for a non-executive employee was NT$674,619 on average in 2021. | In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
(III) Does the Company provide employees with a safe and healthy work environment, and provide safety and health education to employees regularly? |
√ |
1. The Company provides employees with a safe and healthy workplace by establishing safety and health management organization and management personnel, setting Safety and Health Work Rules and checking each machinery on a regular basis. We also provide safety education and health checkups for employees. To take care of the physical and mental health of employees, we hire professional nurses and contract qualified physicians to regularly provide employee consultation and hold life-related lectures to share and communicate with employees. We conduct the employee retirement matters based on the Labor Standard Act and Labor Pension Act and the HR Department also arranges education and training for employees, including courses of occupational safety education and training, forklift operation, quality safety and health education and training, first-aid personnel and dire drill. 2. There were a total of 236 trainees attending the employees’ safety education and training program in 2021, spending a total of 2,445 training hours. 3. A total of 5 employees were injured for business on the way from/to work and a total of 6 employees were injured in the workplace in 2021. |
In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
(IV) Does the Company have an effective career capacity development training program established for employees? |
√ |
1. From the perspective of sustainable operation, the Company holds employee training and provides work rotation on a regular and irregular basis to cultivate outstanding talents and leading members with multiple capabilities while providing them with important positions and challenges. After the analysis of employee satisfaction surveys, the Company discovered that employees will apply their learnings to their duties to increase the business performance of the department and the Company. The comprehensive and smooth promotion channel may attract, inspire, development and retain talents to complete the organizational work of the Company. 2. There were a total of 815 trainees attending the education and training program in 2021, spending a total of 6991.5 training hours. |
In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
(V) Does the Company have issues, such as customer’s health and safety, customers’ privacy, marketing and labeling, with respect to products and services follow the related laws and international practices, and also establish policies and complaint procedures to protect the rights and interests of the consumers or customers? |
√ | The product labeling of the Company complies with the regulations of the Act Governing Food Safety and Sanitation with established specifications. The labeling of the product is reviewed by professional teams based on the labeling regulations of the Act Governing Food Safety and Sanitation to meet the laws and regulations of the government. The product transparency is significantly improved by clear and detailed nutrition and ingredient labeling along with the promotion of health certificates, international awards as well as organic, green and clean labels to further acquire the recognition of the consumer and build a reliable brand identity for the Company. For the health of the consumer, the Company continues the innovation and R&D of food technology, besides offering the healthiest, safest and most delicious products. In this regard, we become the professional in this field with outstanding performance and are devoted to the development of “organic products” and “traceable products” in recent years in the hope of providing the consumer with healthier, safer and more transparent products; in addition to the essential objectives of sustainable development and stable growth in the future, the Company will continue to lead the food fashion, create consumption trend and promote industry upgrade. We register the personal information of consumers via the consumer service hotline, which is used for the service of such consumer only. The registration of the customer service system is only limited to relevant personnel and the Information Department also controls the registration qualification and application of personnel. We has established the 0800 product service hotline with dedicated personnel to provide service for the consumer regarding the distribution channels of products, ordering description and consumer’s questions. | In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
(VI) Does the Company establish supplier management policies and require them to follow relevant regulations on the issues of environmental protection, occupational safety and health, or labor rights? How is the implementation? |
√ | Before conducting business, the Company will assess whether the suppliers, customers or other trading counterparties have any illegal behavior or involve in unethical conduct and take this as an important reference for the selection of suppliers. The environmental responsibility of the supplier shall be in compliance with national laws and regulations, social norms and environmental plans. To promote the social and environmental responsibility, the Company selects enterprises with eco-friendly policies as the first priority, asks suppliers not to hire child laborers and illegal foreign laborers, and adopts the employment conditions and safety and health standards specified in the labor criterion, such as salary, working hour and welfare, that comply with the laws and regulations, as well as the business ethics and management system that satisfy laws and the Company’s guidelines, in order to improve the emphasis and implementation of the environmental protection, occupational safety & health and labor human rights issues throughout the entire supply chain. The total number of material suppliers that have contact with the food was 183 suppliers in 2021 with 0 non-conforming suppliers. The business and factory registrations of the suppliers all comply with the laws and regulations and the suppliers have applied for registration on the food business platform (FadenBook) based on the “Regulations Governing the Category and Scale of Food Businesses Who May Commence Its Business Operation After Applying for Registration and the Date of Implementation” while meeting the Regulations on Good Hygiene Practice for Food. | In compliance with the Best Practice Principles. | ||||||||||||||||||||||||||||||||||||
V. Does the Company prepare the 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? | √ |
1. The preparation of the CSR report is based on the latest GRI Standards of the Global Reporting Initiative (GRI), in compliance with the core option and G4 Sector Disclosures – Food Processing with reference to “Rules Governing the Preparation and Filing of Corporate Social Responsibility Reports” of TWSE. 2. The Company commissioned Crowe to conduct the independent limited assurance based on the Standard on Assurance Engagements No. 1 “Assurance not classified as audit or review of historical financial statements” issued by the ROC Accounting Research and Development Foundation. The limited assurance procedure of the assurance report was conducted for the information of assurance item to confirm that it meets the principles disclosed in the core items of GRI. |
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:The Company adopted its Corporate Social Responsibility Best-Practice Principles on May 12, 2017, and renamed it into the Sustainable Development Best-Practice Principles on January 18, 2022. Then, the various systems and operations all followed the “Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies,” without any major deviation. The Company also disclosed its CSR report 2020 on the Company’s official website and MOPS at the end of September 2021. |
VII. Other information useful to the understanding of the sustainable development implementation:
1. Based on the brand vision “For a Healthy Tomorrow,” AGV has set a management role model claiming “Nature, Environmental Protection, Green and Health” in the food industry through so many years. Its management team strives to perform the CSR (Corporate Social Responsibility), and engages in the deployment in advance to respond to the needs and challenges arising from the four aspects, Environmental, Social, Governance and Commitment issues, connect its corporate sustainability strategies with the society of Taiwan and international trend, and continue to move toward the goal for being a food brand most reliable by consumers. In consideration of the increasing factors critical to the evaluation on corporate value, the influence of intangible assets also keep expanding. The ESG indicators covered by the corporate social responsibility and new commitments may help the enterprise’s management make the strategic decision for optimization of operating efficiency and precise future development orientation, and also provide the momentum to upgrade the intangible assets, such as brand value and goodwill. 2. The great changes caused by COVID-19 have posted the indelible influence on people around world in aspects of food, clothing, housing, transportation, education and entertainment as well as work pattern and industrial impact. There is a trend in the food industry that cannot be ignored, i.e. the higher requirements of the consumer and health supplement required to be delicious while general foods shall have a healthy function to win the favor of the consumer. The Company practices clear and transparent product labeling and traceability providing the source information of products, thereby not only assisting in improving the consumer’s perception of food safety and healthy image but also inspiring and cultivating people’s loyalty toward their favorite products. The product transparency is significantly improved by clear and detailed nutrition and ingredient labeling along with the promotion of health certificates, international awards as well as organic, green and clean labels to further acquire the recognition of the consumer and build a reliable brand identity for the Company. 3. The Company will continue to provide healthy and delicious products. What’s more, the Company will try our best to achieve the goals of corporate social responsibility in the fields of social charity, corporate governance, industrial innovation and promotion, and environmental protection and welfare. 4. For important tasks such as the corporate governance, food safety promotion, industry upgrading, social welfare, labor-management harmony, energy saving and carbon reduction, industry-academia cooperation and consumer’s rights, AGV not only devotes actively in these tasks but also has established practical and effective corporate governance organization and related Ethical Corporate Management Best Practice Principles to continue enhancing the Board functions and insisting to assure the shareholders’ equity. In the meanwhile, we respect and protect other stakeholders’ rights to fulfill each social responsibility as a corporate citizen. 5. The Company has received more than 50 health food certificates awarded by TFDA, Ministry of Health and Welfare, and 2 Health Food Innovation Awards of Health Food Society of Taiwan, 3 Golden Awards of Monde Selection and 2 Food Innovation Awards. We also won many honors for consecutive years, involving hundreds of cases such as food patents in various countries, Golden Award of Monde Selection, Symbol of National Quality (SNQ), National Biotechnology & Medical Care Quality Award, Innovation Award of TAFST, GOOD Award of Taiwan Grain Industry Association, World Dairy Innovation Awards of IDF, A.A. Certificate and Superior Taste Award of iTQi. This not only increases the enterprise’s intangible assets and soft power but also makes hug contribution to the innovation and safety of the whole food industry. 6. We continue to increase the investment in each software, hardware and intellectual property and enhance the recruitment and training of specialized talents. 7. A labor-management family of being sweet families rather than employees: AGV cares about the growth and demand of employees in all aspects over a long period of time to become a happy enterprise for employees to look after their work and family; in addition, our business management, managers of all levels and the HR unit regularly cares about the employee regarding the family status, safety of work environment, appropriateness of positions and duties and timely upgrading of specialties and skills. We are like a family member that voluntarily cares about and satisfies the needs of appointment and promotion, award and compliment, employee welfare, environmental sanitation, state of health, social activity, scholarship, wedding and funeral, on-the-job enhancement, off-the-job development, continuing education award and entertainment. Only a safe, secure and stable work environment and conditions can realize a stable operating result by a labor-management family, coexistence and co-prosperity. 8. AGV has not only established close cooperation with the competent authorities including Ministry of Health and Welfare, TFDA, MOEA, Industrial Development Bureau and Council of Agriculture but also participated in various affairs and activities in the industry (Taiwan Canners Association, Taiwan Beverage Industries Association, Taiwan Green Foods & Eco-agriculture Development Foundation, Taiwan Quality Food Association, Taiwan Association for Food Science and Technology, Food Industry Research and Development Institute, China Grain Products Research & Development Institute, Taiwan Grain Industry Association and Taiwan Seed Society) to assist in the industry upgrading and benefit the public in Taiwan. The Company has organized the academia–industry collaboration and charity events for product innovation of the canned industry for many years consecutively and, therefore, received the honor for excellent occupational group by Ministry of the Interior and also helped improve the industrial momentum, train talents specialized in foods and support poor families. Each member in the AGV big family always believes in the management philosophy about “Only With a Loving Heart There Be Happiness.” The simplest way to practice it is to make every product perfect, complete each job and serve every customer with due diligence. Each of the Company’s employees plays an indispensable role in AGV. Even if he looks not important, he bears the same important corporate mission and social responsibility as AGV. A happy enterprise may best portray the identity of AGV. Meanwhile, AGV aims to become a heartwarming enterprise enabling the consumers throughout the nation to “buy happily, eat at ease, and feel relieved, caring and love.” As a leading enterprise, the Company realizes how great the responsibility it has to take, and commits to uphold its belief, strive to improve the operating performance, guard the food safety, promote sustainable development and practice corporate governance, in order to build AGV as the most reliable food enterprise that is able to accept any challenge in the future. 9. The national and overseas awards won by the Company in 2021 include the following: “Health Food Certificate from Ministry of Health and Welfare”: AGV multi-fiber wheat tea (function to prevent the formation of body fat). “Overseas awards”: AGV pure dense oats-original flavor (1-Star Superior Taste Award of iTQi) (3-Star Anti-Additive) (Golden Award of Monde Selection), AGV pure dense oats-oat milk for barista (2-Star Superior Taste Award of iTQi) (Silver Award of Monde Selection), AGV sweet chili sauce (2-Star Superior Taste Award of iTQi), Honey Flavor Oolong (Golden Award of Monde Selection), AGV pure dense oats–double effect glucosamine (Silver Award of Monde Selection), AGV Unforgettable walnut oats (Bronze Award of Monde Selection), AGV Mapo Tofu (2-Star Food Professional Award), AGV Curry Tofu (1-Star Food Professional Award). “Domestic awards”: AGV pure dense oats-double effect glucosamine (Health Food Innovation Award of Health Food Society of Taiwan) (Senior-Friendly Food), quinoa royal (Senior-Friendly Food), AGV Mapo Tofu (Food Innovation Award-Distinguished in food and drink innovation), AGV pure dense oats-3-in-1 collagen (Food Innovation Award-Superior in food and drink innovation), OKINA probiotic water (Food Innovation Award-Superior in food and drink innovation).10. The Company’s contribution to the society not only includes money donation but also investment in manpower, donation of items and service provision. The main contents of various social activities are summarized as follows: a. By establishing energy-saving performance system, we are striving to optimize the improvement of manufacturing process and implement the enhancement of competency training for product line personnel and equipment maintenance to further improve the performance of equipment. In addition, we improve employees’ concept of energy saving and carbon reduction to reduce operating cost from the viewpoint of corporate sustainable development except the reduction of greenhouse gas emission. b. As of the publication date of the Company’s annual report, the monetary and supply donations and visits of the Company is as follows: The Disability Care Association of Xinzhuang Dist., New Taipei City; Taiwan Joy Baby Community Association; Physical Disability Service Association of Chiayi City; Chiayi Association For The Deaf and Hard of Hearing Welfare; Seed of Love Education Foundation; Chiayi Branch Office of Taiwan Fund for Children and Families; Chung Yi Social Welfare Foundation; Huashan Social Welfare Foundation; Sunflower Care Association of Taitung County; Andrew Charity Association; Yu An Retarded Children’s Home; Taipei Orphan Welfare Foundation; Genesis Social Welfare Foundation; Physical Disability Service Association of Chiayi City; Happy Workshop; Chia City Government; World Vision Taiwan; Chiayi Veterans Service Department; Dou Nan Township Council, Yunlin County; Da Pi Township Office, Yunlin County; Chiayi County Volunteer Fire Brigade; Hsin Kang Tina Temple of Chiayi County; Minhsung Township Office, Chiayi County; Chiayi County Health Bureau; National Singang Senior High School of Arts with a total of NTD 1.45 million. |
VI. Implementation of ethical corporate management, and deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies, and reasons thereof
Evaluation item | Status | Deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies and reasons thereof | ||
Yes | No | Summary | ||
I. Enactment of ethical management policy and program
(I) Does the Company establish ethical corporate management policies that are adopted by the Board of Directors and explicitly state such policies and the implementation methods in its Articles of Incorporation and external documents? Do the Board of Directors and top management actively implement their commit to implementing the operating policies? |
√ | The Company has established the “Ethical Corporate Management Best-Practice Principles” and makes timely amendments in response to amendments to the laws and regulations and the Company’s business. In addition, we issued the 2020 CSR report of the Company with detailed business philosophy of ethical corporate management in September 2021. We have also established a good corporate governance and risk control mechanism to create an operation environment for sustainable development and prevent unethical conduct and shall not accept treatments, gifts, kickbacks, embezzle public funds as well as other illegal gains. The Company openly discloses the “Ethical Corporate Management Best-Practice Principles” and relevant regulations on the MOPS and the Company website accessible by stakeholders at any time. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX 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”? |
√ | When establishing the preventive program, the Company shall analyze business activities within its business scope which are possibly at a higher risk of being involved in unethical conduct and enhance related preventive measures, this includes offering or accepting of bribe or illegal political donations, improper charitable donations or sponsorships, other improper benefits, misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights, engaging in unfair competitive practices and damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. | |
(III) Does the Company explicitly define procedures, guides of conduct, and disciplinary and reporting systems in case of violation in the preventive solutions of unethical conducts, implement accordingly, and carry out review and modification of these solutions? |
√ | The Company faithfully upholds the principle of ethical management and obligations to comply with the “Ethical Corporate Management Best Practice Principles” established by the Company. Those violating the principle of ethical management shall be punished and the information such as title and name of the violator, the date and details of the violation, and the actions taken in response shall be immediately disclosed on the Company’s internal website. The reporting system shall also be established and carried out accordingly. The Company has also disclosed the implementation of ethical management on the Company’s website, annual report and prospectuses and disclose the contents of its Ethical Management Best-Practice Principles on the MOPS. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. | |
II. Implementation of ethical management
(I) Does the Company have the integrity record of the trading counterparty assessed and with the clauses of ethical conduct expressed in the contract signed? |
√ | To ensure that the trading suppliers are ethical operators, most of the Company’s customers and suppliers are well-known companies and their ethical management information is more likely to be acquired. For example, we log into the website of MOEA or other channels to query the operating status of cooperation partners or require them to provide relevant information as evidence of legal operators. The Company will also explain the supplier selection principles with fairness, openness and transparency to the vendors. In addition, for contract signing, we gradually strengthen the ethical clauses in the contract while the Legal Affairs Office, Audit Office and President’s Office is responsible for the review of contracts. If any violation of ethical management conduct is included in the contract, the Company shall terminate the relevant regulations in the contract. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. | |
(II) Has the Company established a dedicated unit for promoting the corporate ethical management under the Board of Directors and reporting its ethical management policy and plan for preventing unethical conducts as well as the supervision of implementation status to the Board of Directors periodically (at least once annually)? |
√ |
1. The Company’s dedicated (concurrent) unit for promoting the ethical management is the Audit Office, which executes and promotes the ethical management in accordance with the Ethical Management Best-Practice Principles adopted by the Company; the Board of Directors may audit the establishment and implementation of ethical management policy through the audit function. The Audit Officer attends and reports the business activities at Board of Directors’ meeting held by the Company while reporting regularly to the independent directors. 2. Employees may express opinions and communicate with the management, the HR Department and Audit Office via multiple channels, including internal e-mail, employee opinion mailbox and Company website. 3. There were 0 cases of external or internal reporting in 2021 without any serious unethical conduct. |
In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. | |
(III) Does the Company define any policy against conflict of interest, provide adequate channels thereof, and fulfill the same precisely? |
√ |
1. The “Procedures for Material Inside Information Management” of the Company has specified that the director, manager or employee knowing the material inside information shall not disclose the known information to others nor may they inquire about or collect any non-public material inside information of the Company not related to their individual duties from a person with knowledge of such information or disclose to others any non-public material inside information of the Company of which they become aware for reasons other than the performance of their duties. 2. The Company has established a comprehensive internal audit system and mechanism for statement, communication and risk management to maintain effective operation of internal control system, prevent conflict of interest and provide effective communication channels. 3. In case the proposal at the meeting of Board of Directors involves those concerning avoidance of conflicting interests, emcee shall announce the name and reason of recusal before the reading of proposal and remind the stakeholder to recuse themselves. 4. The holding of the Board of Directors meeting is conducted based on the Rules of Procedure for Board of Directors Meetings. 5. The Company held seven board meetings in 2021 based on the Rules of Procedure for Board of Directors Meetings. |
In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. | |
(IV) Has the Company fulfilled the ethical management by establishing an effective accounting system and internal control system and had an internal audit unit develop relevant audit plans according to the risk assessment result of unethical conduct and audit the compliance with the preventive solutions of unethical conduct accordingly, or appointed a CPA to do so? |
√ | To implement ethical management, the Company has established effective accounting and internal control systems and executes relevant accounting business while preparing the financial report regularly based on IFRS. The CPA is responsible to audit related accounting statements and records; for the internal audit, the compliance status is checked according to the annual audit plan drafted by the risk assessment results. The effectiveness of internal control system’s design and execution is ensured by the annual internal control self-evaluation and is made to the Statement on Internal Control System, which is approved by the Board of Directors after being reviewed by the Audit Committee | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. | |
(V) Has the Company organized internal/external education training program for ethical management periodically? |
√ | The Ethical Management Best-Practice Principles established by the Company is not only disclosed on the Company website accessible by employees at any time, but also promoted during the new employee training and common management courses so that each new employee may understand and follow the principles. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. | |
III. Status of the Company’s complaint system
(I) Does the Company define a specific whistleblowing and rewarding system, and establish convenient whistleblowing channels, and assign competent dedicated personnel to deal with the situation? |
√ | The Company has established the “Section for employee’s opinions and timely feedback” and the mailbox of the President. Employees may report any improper conduct that may affect the Company’s goodwill and rights. We also specify in relevant rules that those violating the regulations of corporate ethical management shall be punished depending on the level of severity based on the “Employee Reward and Punishment Rules;” the dedicated responsible personnel is the President and the manager of HR Department. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. | |
(II) Does the Company define the standard operating procedures for investigation after acceptance of a complaint, the follow-up actions to be taken after the investigation, and relevant nondisclosure mechanism? |
√ | The “Ethical Corporate Management Best-Practice Principles” of the Company specified that when material misconduct or likelihood of material impairment to the Company’s awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing shall immediately prepare a report and notify the independent directors or supervisors in written form. In addition, the “Employee Rules” has specified the standard operating procedure for investigation and related confidentiality mechanism after the acceptance of a complaint; there was no reported case in 2021. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. | |
(III) Has the Company adopted any measures to prevent the whistle blowers from being abused after reporting misconduct? |
√ | The “Ethical Corporate Management Best Practice Principles,” reporting method and employee rules established by the Company has proper measures to protect the whistle blowers from suffering any consequence of reporting misconduct. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. | |
IV. Enhancing Information Disclosure Has the Company has disclosed the Ethical Management Principles and effect of implementation thereof on its website and Market Observation Post System? | √ | According to the regulations of the “Ethical Corporate Management Best Practice Principles,” the Company upholds high business ethics standards, effective responsibility mechanism and quality corporate governance to run our business in a responsible and honest attitude. The corporate governance and related information is disclosed on the Company website (Website: https://www.agv.com.tw) and the Company’s business philosophy of ethical corporate management is also disclosed in the CSR report. | In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies. |
V. If the Company has established its ethical management best-practice principles based on the “Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies,” please describe any deviation from said Principles and their implementation: The Company established the “Ethical Management Best-Practice Principles of AGV Products Corporation” in reference to the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies announced by TWSE and disclose the Ethical Management Best-Practice Principles on the Company website. (Website: https://www.agv.com.tw) while implementing accordingly without any discrepancy. |
VI. Other important information useful to the understanding of the corporate ethical management implementation: (e.g. the Company’s review and amendment of the Ethical Corporate Management Best Practice Principles established thereby) 1. The Company has established and followed the “Ethical Corporate Management Best Practice Principles” based on the “Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies.” 2. The Company continues to uphold the Ethical Management Best-Practice Principles when operating, and truly implement related laws and regulations, such as the Company Act, Securities and Exchange Act, Act Governing Food Safety and Sanitation, TWSE/TPEx listing rules, Anti-Corruption Act and Government Procurement Act, as the underlying foundation to facilitate ethical corporate management. We employ people based on their character and ethics and pay attention to the rotation mechanism to prevent corruption; there was no illegal conduct such as corruption, bribes or blackmail occurring among internal employees. 3. The Company actively promotes to engage in business activities in a fair and transparent manner when negotiating or signing contracts with business partners and refuses to cooperate with counterparty involving in unethical conduct. When performing duties, handover of upstream and downstream and cross-department cooperation, we are practical and realistic based on the highest principles of ethical management to implement ethical management. 4. The great changes caused by COVID-19 in the most recent three years have indelible influence on people around world in aspects of food, clothing, housing, transportation, education and entertainment as well as work pattern and industrial impact. Based on the Ethical Management Best-Practice Principles, the Company practices clear and transparent product labeling and traceability providing the source information of products not only assists in improving the consumer’s perception of food safety and healthy image but also inspires and cultivates people’s loyalty toward their favorite products. Besides this, the promotion of health certificates, international awards as well as organic, green and clean labels also make the products further acquire the recognition of the consumer and build a reliable brand image for the Company. 5. AGV continues to promote healthy diet concept, develops quality products, constantly promotes the sustainable development of the enterprise and implements the promotion of quality corporate governance to carry through the idea “For a healthy tomorrow.” |
VII. If the Company has established corporate governance principles or other relevant guidelines, references to such principles must be disclosed:
The Company has established the Corporate Governance Best Practice Principles and relevant internal rules and disclosed accordingly on the Company website (http://www.agv.com.tw/) and MOPS of TWSE.
Please refer to Page 38 of the annual report.
To establish the management system, complete the organizational function and build labor-management harmony, the Company has established the work rules to regulate the behavior of employees. The description is as follows:
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- Employees shall faithfully fulfill their duties and comply with all regulations of the Company to ensure the business confidentiality.
- 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.
- Employees shall keep their integrity, respect other’s personality and help each other to jointly achieve the business objectives of the Company.
- 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.
- Employees shall perform their duties as practical as possible instead of being afraid of difficulties, avoiding or delaying their work without any reason.
- Employees shall have innovative spirits to seek for work efficiency.
- Employees shall inspire themselves by studying and discipline.
The Company implements the labor safety and health management in compliance with the laws and regulations to build a fine work environment and protect the safety and health of employees:
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- Establishing designated unit and personnel of Labor Safety and Health Office in accordance with the laws and regulations to regularly review and establish safety and health management policy. We also have safety and health management specialists as well as safety and health management personnel approved by the Region Inspection Office.
- Promoting safety and health notice and safety operation standard on a regular or irregular basis for the compliance of employees.
- Checking and maintaining machinery and equipment on a regular basis to ensure the operating safety.
- The safety and health management personnel shall perform daily inspection and follow up improvements to maintain the completeness of facilities.
- Implementing the 5S management to refine the factory environment and maintain the system.
- The complete fire control system is established according to the regulations of the Fire Services Act and checked and reported regularly based on the laws; fire control drill is held for the employee every six months while emergency preparation and response drill is held every year.
- The employee health checkups and medical examination before employment is conducted every year. We work with the health unit to provide mammography car screening, pap smear, bone mass density examination and specific cancer screening test.
- Providing safe and healthy operating environment for the employee to uphold environmental safety discipline, prevent pollution and conduct fire control check on a regular basis while continuing the improvement of occupational safety and environmental safety policies to achieve the goal of 0 occupational accidents.
- Complying with relevant regulations of OHSAS 18001 to build safe work environment and reduce dangerous behavior of employees.