Uni-President-IR

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Corporate Governance

Corporate Governance Important Corporate Governance Information Ethical Corporate Management

Ethical Corporate Management

Evaluation Item Implementation Status Deviations from the Ethical Corporate Management Best Practices Principles for TWSE listed companies and reasons
Yes No Abstract Illustration
1.Establishment of ethical corporate management policies and programs
(1)Does the company declare its ethical corporate management policies and procedures in its guidelines and external documents, as well as the commitment from its board to implement the policies? (1)The “UPEC Ethical Corporate Management Best Practice Principles” established on June 24, 2014, were disclosed on our ESG report, MOPS and UPEC website and the Company’s policies, principle and guidelines declare corporate management policies and procedures, and the board’s commitment to implement it. None
(2)DDoes the company establish appropriate precautions against high-potential unethical conduct or listed activities stated in Article 2, Paragraph 7 of the ethical corporate management best-practice principles for TWSE listed companies? (2)The company has established precautions against high-potential unethical conducts or listed activities stated in Paragraph 7 of Article 2 of the Ethical Corporate Management Best Practice Principles for TWSE listed companies, and required the company’s related units to commit to the implementation. Also, due to the highly correlation of the business operation with food safety, the company has treated with greater cautions to prevent the risks to consumers or interested parties' rights, health and safety directly or indirectly during the process of research and development, procurement, manufacturing, or selling of the products and services. Summaries of precautions and performance in 2023 were as follows:
  1. Regulatory compliance: The food safety center assigns individuals to collect related information, identify and check inventory through regulatory identifying system, review counter-measures and confirm through auditing. Total activations of regulatory identification were 63 cases in 2023.
  2. Food safety control costs: In 2023, the company's inspection fees, laboratory-related costs such as wages and depreciation of fixed assets and other food safety control costs totaled 326.83 million.
  3. R&D and inspection equipment investment: In 2023, R&D and equipment investment from research institutes, food safety center and technology unit totaled 33.59 million.
  4. Food track, retrospective data, and compulsory data: Until 2023, data including production, input and selling process for 489 products were uploaded completely.
  5. Assessed internal and foreign suppliers: 156 suppliers have been assessed. The unqualified will be excluded from the eligible suppliers list.
  6. Minimized food safety risks: Every production plant has developed its own counters, books and individuals to manage the uses of food additives according to each product characteristic and all were verified by agencies such as the Ministry of Health and Welfare and TQF in 2023.
  7. Food safety committee: Committee members consist of directors from food safety Center, purchasing department, R&D, Technical group, customer service center and business sales units. The committee held meeting weekly to report, review and resolve food safety and quality management matters, and held group meeting this year. A total of 35 food safety meetings were held in 2023.
  8. ISO22000 / FSSC22000 Food factory: By the end of 2023, all plants were approved by ISO22000 / FSSC22000 food safety management system certification.
 None
(3)(3)Does the company establish policies to prevent unethical conduct with clear statements regarding relevant procedures, guidelines of conduct, punishment for violation, rules of appeal, and the commitment to implement the policies? (3)The Company established “UPEC Procedures and Guidelines of Conduct for Ethical Management” to regulate the procedures, guidelines, and punishment for violation, rules of appeal, and commitment to put them into practice. The Company establishes an exclusively dedicated unit supervised by the Board to be in charge of corporate ethical management and annually report to the board.. None
2.Fufill ethical management
(1)Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts? (1)The Company evaluates business partners’ ethical records and includes ethics-related clauses in business contracts.
Prohibit bribery and accepting bribes: The Company requires all suppliers, construction companies, advertising and design business, information hardware and software companies, and logistics distributors to sign the sun clause (that is, no one shall directly or indirectly offer/accept any form of improper benefits). In 2023, agreements were signed with a total of 4,204 suppliers (including raw materials, maintenance, repair, and operation services) regarding the prohibition of bribery and corruption issues. The signing rate for suppliers required to sign the commitment letter according to regulations was 100%, with over 98% being local manufacturers. Additionally, agreements were signed with 963 engineering plants in 2023 regarding the prohibition of bribery and corruption issues, with a signing rate of 100% for engineering plant commitment letters, with over 99% being local manufacturers.
The contracts will be reviewed by the legal office if these are violated our ethical spirit. 		None
(2)Does the company establish an exclusively dedicated unit supervised by the Board to be in charge of corporate ethical management and report to the board on a regular basis? (2)The Company has established a dedicated unit under the board of directors called the "Integrity Management Promotion Team." According to the responsibilities and scope of each unit, this team is responsible for assisting the board of directors and management in formulating and supervising the implementation of integrity management policies and prevention measures, ensuring the enforcement of integrity management guidelines.
  1. The "Integrity Management Promotion Team" submits an annual report to the board of directors on "performance, measures taken, and promotion effectiveness." The report for the fiscal year 2024 was submitted to the board on March 7th.
  2. Integrity Management Advocacy:
    For Directors: An advocacy session is conducted annually during board meetings. In the fiscal year 2023, all directors received advocacy on integrity management issues. For all employees: The Integrity Management Promotion Team disseminates integrity management-related regulations and case studies to all colleagues via email, supplemented by advocacy through monthly newsletters.
  3. Other achievements in promotion include a summary explanation of the assessment items and operational status as outlined in the table below.
 None
(3)Does the Company establish policies to prevent conflicts of interest and provide appropriate communication channels for complaints and implement it? (3)The Company establishes “UPEC Ethical Corporate Management Best Practice Principles” and “UPEC Procedures and Guidelines of Conduct for Ethical Management” to state clearly the policies in order to prevent conflicts of interest and provide appropriate communication channels for complaints and actively implement it. In 2015, the Board followed the regulation of “Interest Avoidance” in Paragraph 19 of Ethical Corporate Management Best-practice Principles to make revision on "Regulations Governing Procedure for Board of Directors Meetings" in order to implement the policy of “Interest Avoidance” better.
To avoid conflict of interest of directors, managers and other interested parties attending the board of directors, we adopted the following:
  1. In the Board Meeting notice and Board Meeting report, all provisions of the Director's Avoidance of Conflict of Interest in Article 16 of Rules and Procedures of Board of Directors’ Meetings are specified.
  2. Prior to the approval and discussion of matters at the Board Meeting, the master of ceremony would routinely read the Director's Avoidance of Conflict of Interest set out in Article 16 of the Rules and Procedure of the Board of Directors Meetings.
  3. If there’s any matter in Board Meeting related to directors’ avoidance of conflict of interest, before the matter is read, the master of ceremonies will again remind the related party to depart from the field.
  4. In 2023, total 7 Board Meetings were held and all were conducted in accordance with the rules and procedures of the board of directors meeting.
 None
(4)Has the company established effective systems for both accounting and internal control to facilitate ethical corporate management, and are they audited by either internal auditors or CPAs on a regular basis? (4)To implement ethical business practices, our company has established effective internal control systems. Our internal audit personnel regularly inspect compliance with these systems and ensure their effectiveness through self-assessment. This serves as the basis for issuing our internal control system statement, which is then submitted for approval by the board of directors.
The "“UPEC Procedures and Guidelines of Conduct for Ethical Management”" has established measures to prevent unethical behavior, specifically targeting high-risk activities within our business scope as outlined in Article 7, Section 2 of the "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies" or other activities that pose a higher risk of unethical behavior. Relevant units are required to implement these preventive measures. Additionally, because our company operates in the consumer goods industry where food safety is of utmost importance, we place particular emphasis on preventing activities that directly or indirectly harm the interests, health, and safety of consumers or other stakeholders as stated in Article 7, Section 2, Clause 7 of the "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies". Our audit department develops audit plans based on risk assessments to examine compliance with measures to prevent unethical behavior, such as food safety traceability management and quality management procedures. 		None
(5) Does the company regularly hold internal and external educational trainings on ethical management? (5) To ensure ethical management, the Company held training classes, with 59,673 staffs being trained for a total of 147,623.3 hours in 2023. None
3. Whistle-blowing system
(1) Has UPEC established a concrete violation reporting and rewards system, set up convenient reporting channels, and appointed suitable personnel to handle these cases? The company has established integrity-related regulations, including a whistleblowing system, which includes:
(1) Concrete whistleblowing and reward systems, establishing whistleblowing channels, and assigning appropriate responsible personnel for reported cases.
(2) Formulating investigation standard operating procedures for accepting reported matters, procedures for subsequent handling after investigation completion, and related confidentiality mechanisms. In the fiscal year 2023, there were a total of 0 responses. (3) Taking measures to protect whistleblowers from undue treatment due to their reports. For example, initiatives such as "encouraging colleagues to participate in and uphold product safety measures" have been established and announced, including the whistleblowing mailbox (6487@mail.pec.com.tw) and hotline (06-2536789 ext. 6487), covering the above requirements. 		None
(2) Has UPEC established an investigation an SOP for violation reporting, follow-up measures, and relevant mechanisms to ensure confidentiality? None
(3) Does UPEC have any measures in place to protect individuals from possible mistreatment arising from reporting violations? None
4.Strengthening information disclosure
Does the company disclose its ethical corporate management policies and results of its implementation on the company’s website and MOPS? The Company discloses its ethical corporate management policies and results of its implementation on the company’s website and MOPS. None
5.If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE listed companies, please describe any discrepancy between the policies and their implementation. The Company has established "UPEC Ethical Corporate Management Principle" based on the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies. Our subsidiaries are also required to set up their codes to comply with our ethical management principles and implement day-to-day operations.
Therefore, there have been no differences. The Company and subsidiaries follow the ethical principle to implement the corporate ethics in internal control system and relevant mechanism.
6.Other important information to facilitate a better understanding of the company’s ethical corporate management practices (e.g., review and amend its policies) Ever since its foundation, Uni-President Enterprise Corp. has faithfully followed the management philosophy of “Three Good and One Fairness” and the entrepreneurial spirit of “honest and industrious, innovative and progressive”, and adopted the ”Millenary Love- A Touch of the Millennium Love” as the central focus of the corporation’s cultural projects. The company carries out commercial activities adhering to the honest, trustworthy, transparent, and Sunlight principles to preserve the interests of related parties (including investors, consumers, employees, partners, and neighboring communities….etc), and roots the ethical corporate management principle deeply into the corporate ethics and culture in the pursuit of better corporate goodwill and sustainable development. Meanwhile the company responds quickly to the changes of management environment, and amends ethical management principle, operating procedures and practice guidelines to meet the regulation and stakeholders’ expectations will be fulfilled. It is our commitment to become Everyone’s All-time Favorite Symphony of Food.