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Ethical Corporate Management Best Practice Principles
Article 1: Purpose
In order to fully implement ethical management and actively prevent unethical conduct, these Ethical Corporate Management Best Practice Principles (hereinafter referred to as these “Principles”) are adopted to provide all personnel of CHIMEI Corporation (hereinafter referred to as “CHIMEI”) with clear directions for the performance of their duties.
Article 2: Scope of application and applicable subjects
The scope of application of these Principles includes CHIMEI and its affiliates in which CHIMEI holds directly or indirectly more than fifty percent (50%) of its outstanding voting shares (hereinafter collectively referred to as “CHIMEI Group"). "Personnel" in these Principles refers to any director, supervisor, manager, employee, mandatary or person having substantial control, of CHIMEI or CHIMEI Group.
Article 3: Unethical conduct
Unethical conduct is prohibited by CHIMEI. “Unethical Conduct” in these Principles means that the Personnel, in the course of their duties, directly or indirectly offer, accept, promise to offer or request any improper benefits, undertake any action prohibited by these Principles, or commit a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining their own or other’s benefits.
Article 4: Improper benefits
"Improper Benefits" in these Principles means any money, endowment, loan, commission, position, service, preferential treatment, sponsorship, rebate, facilitating payment, entertainment, dining and any other valuable item of any type or in any name for the purpose of Unethical Conduct. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.
Article 5: Procedures for handling the Improper Benefits
In the event that the Personnel observe that any party directly or indirectly offers or promises to offer the Improper Benefits, the Personnel shall report to their immediate or higher-level supervisor immediately and shall return or refuse the Improper Benefits.
Article 6: Prohibition of conflicts of interest
When a director, supervisor, manager or other stakeholder of CHIMEI attending or present at a board meeting, or the juristic person represented thereby, has a stake in a matter under discussion in the meeting, that director, supervisor, manager or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of CHIMEI would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and shall not support each other in an inappropriate manner. The Personnel shall not take advantage of their positions or influence on CHIMEI to obtain Improper Benefits for themselves, their spouses, parents, children or any other parties. If in the course of conducting company business, the Personnel discover that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain Improper Benefits, the Personnel shall report the relevant matters to their immediate or higher-level supervisor, and the immediate or higher-level supervisor shall provide the Personnel with proper instructions and assistance.
Article 7: Prohibition of disclosure of trade secret
The Personnel shall protect the trade secret of CHIMEI with at least the degree of care with which it protects its own confidential information, but in no case with less than a reasonable degree of care. Without the prior consent of CHIMEI, the Personnel shall not disclose the trade secret of CHIMEI to any party and use for any other purposes other than conducting company business.
Article 8: Prohibition against intellectual property infringement
The Personnel shall comply with applicable laws and regulations, internal operational procedures of CHIMEI, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.
Article 9: Prohibition against unfair competition
The Personnel shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.
Article 10: Prevention of damage caused by products and services to stakeholders
In the course of research and development, procurement, manufacture, provision, or sale of products and services, the Personnel shall comply with applicable laws, regulations and international standards to carry out their operations, with a view to preventing their products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that CHIMEI’s products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, CHIMEI shall, in principle, recall those products or suspend the services immediately.
Article 11: Business strife limitation
Without the prior written consent of CHIMEI, the Personnel shall not directly or indirectly, individually or jointly conduct any duties or part- time jobs in conflict with the business interests of CHIMEI during the term of employment. Provided that CHIMEI compensates the Personnel concerned who does not engage in business strife activities for the losses incurred by them in accordance with applicable laws and regulations, the Personnel within two (2) year after resignation shall not, directly or indirectly, operate their own business similar or related to the business of CHIMEI, invest in any aforementioned business more than five percent (5%) of its outstanding shares or capital, become or be employed by or provide consulting services to other parties, or publish any work which may constitute an act of unfair competition to CHIMEI. In the event that the resigned Personnel provide sufficient disclosure of the nature of the employment, services or business investments it wishes to render to any such entity as evidence of not detrimental to the interests and trade secrets of CHIMEI, CHIMEI may evaluate such resigned Personnel’s requested waiver of this business strife limitation in writing. The Personnel shall not during the term of employment and after the resignation, for the purpose of acquiring or maintaining the benefits for its own or others, solicit any current employee to leave CHIMEI’s employ or otherwise damage any occupational activities between employees and CHIMEI.
Article 12: Statement of ethical management policy to counterparties in commercial dealings
The Personnel, when engaging in commercial activities, shall make a statement to the trading counterparty about CHIMEI’s ethical management policy and related rules, and shall clearly refuse to offer, accept, promise to offer, or request, directly or indirectly, any Improper Benefits of any type or in any name.
Article 13: Avoidance of commercial dealings with unethical operators
The Personnel shall avoid business transactions with a supplier, agent, customer, or other counterparty in commercial interactions that is involved in Unethical Conduct. When the counterparty or partner in cooperation is found to have engaged in Unethical Conduct, the Personnel shall immediately report to their immediate or higher-level supervisor and may cease dealing with the counterparty.
Article 14: Stipulation of terms of ethical management in contracts
When entering into contracts with counterparties, CHIMEI may make observance of the ethical management policy of CHIMEI part of the terms and conditions of the contract and stipulate the following matters: 1. When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition of Unethical Conduct, the party shall immediately notify the other party, provide pertinent evidence and cooperate fully with the investigation. 2. Where a party has violated the terms and conditions pertaining to prohibition of Unethical Conduct, the other party may terminate or rescind the contract unconditionally at any time and be entitled to be indemnified for any loss or damage incurred thereof.
Article 15: Anti-bribery management system
The anti-bribery management system implemented by CHIMEI following with the international standard of ISO 37001 is a PDCA (Plan-Do-Check-Act)-based management system and with a “Anti-bribery Management Manual” indicating the frameworks of establishment, review and achievement of the goal of anti-bribery in order to ensure operating effectiveness and improvement of the anti-bribery management system. The vice president of administration head division of CHIMEI is authorized by the top management of CHIMEI as the representative of CHIMEI’s anti-bribery management system, and designates legal division of CHIMEI as the solely responsible unit for the anti-bribery (hereinafter referred to as “Responsible Unit”), provides the Responsible Unit with sufficient resources and ensures the competence, authorization and independency of personnel. Any material issues regarding to the bribery may be reported directly to the top management and the board of directors of CHIMEI.
Article 16: Procedures for Unethical Conduct by Personnel
If the Personnel have engaged in any Unethical Conduct found by CHIMEI or informed by whistleblowers, CHIMEI shall verify the facts. If the Personnel being informed of is confirmed to have indeed violated the applicable laws and regulations or CHIMEI's policy and regulations of ethical management, CHIMEI shall immediately require the violator to cease the conduct and shall take disciplinary actions against such violator in accordance with the regulations of CHIMEI. When necessary, CHIMEI will seek legal proceedings to safeguard its reputation and its rights and interests.
Article 17: Procedures for Unethical Conduct by others towards CHIMEI
If any party has engaged in any Unethical Conduct towards CHIMEI found by CHIMEI or informed by whistleblowers and such Unethical Conduct involves alleged illegality, CHIMEI shall report the relevant facts to the judicial and prosecutorial authorities. When necessary, CHIMEI may seek legal proceeding to safeguard its rights and interests.
Article 18: Whistleblowing report mailbox and responsible unit
To report the Unethical Conduct, the whistleblower shall, with real-name or in an anonymous way, fill the attached form of “The Whistleblowing Report of Unethical Conduct”, provide specific facts and submit to CHIMEI by legal@mail.chimei.com.tw, or provide the report through an independent external institution. The identity of whistleblower and the content of reported cases shall be kept in confidential. CHIMEI encourages whistleblowing in good faith and with reasonable facts and evidence, and will take measures for protecting the whistleblower from any inappropriate disciplinary action due to his or her whistleblowing. The administration head division of CHIMEI is the responsible unit for whistleblower cases, and be responsible for the case acceptance and investigation. If the whistleblower case is confirmed to have indeed violated policy or regulations of ethical management of CHIMEI, a written report shall be prepared and submitted to the human affairs review committee of CHIMEI for disciplinary actions. If the whistleblower case is confirmed to be in a material breach of policy or regulations of ethical management of CHIMEI or seriously detrimental to the interests of CHIMEI, a written report shall be prepared and submitted to the director or supervisor of CHIMEI. CHIMEI Group shall have the system and organization regarding to the acceptance, investigation and disciplinary for whistleblower cases accordingly.
Article 19: Implementation
These Principles shall be implemented after the board of directors grants the approval. The same procedure shall be followed when these Principles have been amended. The latest version of these Principles in Chinese and English will be posted on the official website of CHIMEI, which is for communication with the Personnel, counterparties and stakeholders.
Version: 0/1
Effective Date：2022/09/05
About CHIMEI
CHIMEI is a Taiwan-based performance materials company that designs and manufactures advanced polymer materials, synthetic rubbers, and specialty chemicals.
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