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Ethical Corporate Management
- Rules and Regulations
- Whistleblowing System
- Legal Compliance Governance and Internal Audit System
- Independent Directors' Communication Status
- Functional Committees
- Board of Directors Members
- Board of Directors Operation and Education Development
- 公司治理
- Ethical Corporate Management
- Corporate Governance Structure
- Risk Management
- Intellectual Property Management Plan and Implementation
- Security and Regulation
Implementation Status of Ethical Corporate Management
Ethical Management System
In adherence to the principles of fairness, honesty, integrity, and transparency, Yang Ming established the "Ethical Corporate Management Best Practice Principles" based on the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" in 2013. Since then, in order to continuously develop a corporate culture of ethical management and ensure sound corporate development, the Company has established rules and regulations such as the "Codes of Ethical Conduct" and "Procedures for Ethical Management and Guidelines for Conduct," which are applicable to group enterprises and organizations, such as the Company's subsidiaries, foundations that have direct or indirect donations of more than 50% of their funds, and other institutions or corporations with de facto control. The rules and regulations are regularly updated and disclosed in the Company's internal regulations and on the Company's website to specify the ethics and responsibilities required for the Group's directors, supervisors, managers, employees, fiduciaries, and persons with de facto control when engaging in commercial activities and prohibit unethical conduct, engagement in unfair competition, corruption, and bribery. Dissemination is carried out every year to enhance internal management. The Company's Corporate Governance and Integrity Division is responsible for developing and promoting ethical management policies and prevention programs, supervising their execution, and submitting regular reports to the Board of Directors. The latest amendment was made on December 16, 2022.
Implementation and Strengthening of Ethical Management
In an attempt to enhance the internal awareness of ethical management to put it into practice in daily business operations and behavior, the Company engages external lecturers to give classes and organizes online courses and training on legal compliance, anti-corruption, integrity and morals in corporate management, and competition laws for onshore employees, expatriates, and seafarers every year. For details, please refer to 2.3 Training on Compliance Governance and Internal Audit System.
For external stakeholders such as customers and suppliers, the Company has incorporated the Company's legal compliance clauses into external contracts and tender notices to make them aware of the Company's "Ethical Corporate Management Best Practice Principles," "Procedures for Ethical Management and Guidelines for Conduct," and other regulations and systems related to ethical management. To help stakeholders understand and comply with the Company's ethical management system, the Company has also specified the consequences of violating the Company's ethical management policy and punitive damages in the legal compliance clauses to urge them to comply. In order to more concretely implement the principle of ethical management, the Company regularly sends an Ethical Management Statement to the Company's valued partners, emphasizing the Company's policy of prohibiting the acceptance of improper benefits and engagement in unfair competition and avoiding personal conflicts of interest.
In addition, Yang Ming is a shipping company offering shipping services worldwide. In 2023, the Company called at 7,782 ports and did not call at the ports of the 20 countries with the lowest CPI scores given by Transparency International.
Integrity Risk Assessment Procedure
Whistleblowing System
The Company has an independent director mailbox-ymtarzantang88@hibox.biz (with the members of the Audit Committee as the recipient), and a whistleblowing mailbox-conduct@yangming.com (with the Chief Audit Executive as the recipient). Any person who finds any conduct that is illegal and violates the work rules, Codes of Ethical Conduct, Ethical Corporate Management Best Practice Principles, and Procedures for Ethical Management and Guidelines for Conduct may report such conduct through the above-mentioned channels and the investigation process is kept secret. In October 2022, the "Procedures of Whistleblowing Cases for Yang Ming Group Members" were amended to add whistleblower protection mechanisms that allow whistleblowers to submit reports anonymously and seek protection and the relief of punishment and liability, ensuring that they will not suffer layoffs, dismissal, pay cut or other improper treatments. If any whistleblower or the Group's personnel who provides specific evidence or cooperates to provide information helpful for the investigation is involved in violation of the Group's relevant regulations for whistleblowing or giving the information or he/she is one of the offenders in the report, the punishment imposed may be relieved, depending on the severity of the reported violation and the significance of the information and evidence provided.
For the professional conduct of employees, the Company's "Work Rules for Onshore Staff," "Crew Job Descriptions," and "Procedures of Rewards and Punishments for Employees" specify strict regulations governing the business confidentiality and avoidance of conflicts of interest of the employees. When any employees conduct unethical behavior, punishment is imposed based on the severity of the behavior pursuant to the "Procedures of Rewards and Punishments for Employees." In 2023, the Company received 13 complaints through the independent director mailbox and 21 complaints through the whistleblowing mailbox. Among them, 2 were substantiated, and one of them involved an ethical management violation by employees of overseas subsidiaries. Both cases were handled in accordance with the Company's and subsidiaries' internal disciplinary regulations. The Company has also improved the internal control system and revised related operating procedures. There was neither total financial loss as a result of being involved in litigation due to corruption, nor any sanction due to improper gains or unethical conduct.
Declaration System for Entertainment Invitations and Received Gifts of Value
The Company's "Declaration System for Entertainment Invitations and Received Gifts of Value" has been implemented since September 2021 and requires employees to declare entertainment invitations and any received gifts of value exceeding a certain amount on the designated system within a prescribed time limit. Since July 2022, the declaration requirement has been expanded from the employees at the headquarters and branches to expatriates. There were 435 declarations on entertainment invitations and 596 declarations on received gifts of value from the headquarters and branches in 2023.
Joined the Maritime Anti-Corruption Network (MACN)
The Company joined the Maritime Anti-Corruption Network (MACN) in 2023 to work with relevant members of the shipping industry chain to combat corruption, hoping to promote transparent competition in the international market through collaboration among members.
MACN has had more than 200 members since its foundation in 2011. Its objective is to eliminate corruption in the shipping industry. Through cooperation among members, academia, the industry and competent authorities, it has formulated anti-corruption principles, shared strategies and practices, created an anonymous reporting system, promoted reforms, and enhanced the industry's awareness of corruptive behavior in order to raise integrity standards in the shipping industry.
By joining MACN, the Company can understand the latest international trends in anti-corruption/anti-bribery and demonstrate the Company's attitude and determination towards this issue, further enhancing customers' recognition of the Company and the positive image of the Company. The teaching materials provided by MACN are also helpful for the Company's internal promotion as well as education and training on related issues.
Introduction of ISO 37001 Anti-bribery Management Systems
To meet the commitments of corporate governance, sustainable operations, and social responsibilities, Yang Ming introduced the international ISO 37001 anti-bribery management system standards in Q3 2023 in order to help the Company prevent, identify, and cope with bribery.
The Company has completed a differential analysis. Based on the analysis results, the Company will strengthen and revise internal systems, establish clearer anti-corruption and anti-bribery policies, and conduct a corruption risk assessment every year. A total of 44 operating locations fully completed a corruption risk assessment, and no material corruption risks were found. In the future, the Company will conduct more in-depth due diligence on the Company's personnel and business partners. The Company expects to conduct third-party verification by the end of 2024 and obtain the ISO 37001 certificate.
Education and training are provided every year to enhance employees' anti-bribery awareness. For details, please refer to 2.3 Education and Training on Compliance Governance and Internal Audit System. 100% of the Company's senior management officers participated in the education and training on anti-corruption and ethical integrity. The Company's directors also participated in the external course tilted "Prospects and International Situation for Money Laundering Prevention and Combating Financing of Terrorism and Proliferation Financing." These have improved the transparency and credibility of the Company's operations and reduced potential bribery risks during operations, achieving ethical management and sustainable governance.
Implementation Status of Ethical Corporate Management
| Items | Implementation Status | Description | Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and reasons | |
|---|---|---|---|---|
| Yes | No | |||
| 1. Establishment of ethical corporate management policies and programs | ||||
| (1) Does the company approve ethical corporate management policies by the Board of Directors? And is its ethical corporate management policies and procedures declared in its guidelines and external documents, as well as the commitment of its Board to implement the policies? | V | Yang Ming Marine Transport Corporation has approved the revision of its "Ethical Corporate Management Best Practice Principles" at the 20th Board meeting (23rd session) held on Dec. 16, 2022 and disclosed its integrity policy in the company codes, annual reports, company website and other publications. That is, when engaging in commercial activities, directors, supervisors, managers, employees and mandataries of persons having substantial control shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. It has also integrated ethical conditions into supplier's contracts or ethical affidavits to be signed. | No Difference | |
| (2) Does the company establish the risk assessment mechanism against potentially unethical conduct by regular analysis and assessment on listed activities stated in Article 2, Paragraph 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? | V | For potentially unethical operational activities, precautionary measures like periodical staff rotation and enhanced supervision measures are taken. The risk control assessment is maintained by Risk Control Office. Plus, relative risk control proposals and measures against unethical conduct are raised for further discussions. Therefore the "Procedures for Ethical Management and Guidelines for Conduct" is approved, so as to achieve sound ethical corporate management. | No Difference | |
| (3) Does the company establish policies to prevent unethical conduct by issuing clear statements regarding relevant procedures, business conduct guidelines, punishment for violations, appeal rules, and commitment to implement policies above as well as review on pre-disclosure plans? | V | Ethical corporate management policies are implemented in accordance with relevant laws and industry practice. At the 20th Board meeting (23rd session) held on Dec. 16, 2022. Yang Ming Marine Transport Corporation approved the "Procedures for Ethical Management and Guidelines for Conduct" and disclose these in the company codes and website. Moreover, Codes of Ethical Conduct, Work Rules, and The Personnel Reward and Punishment Procedures all strictly abide by rules of confidentiality and preventions of conflicts of interest. If any unethical conducts happen, punishment will be executed on the basis of behavior's degree of seriousness. | No Difference | |
| 2. Fulfillment of operation integrity policy | ||||
| (1) Does the company evaluate business partners' ethical records and include ethics clauses in business contracts? | V | The company has requested every department to specify ethics clauses in business contracts, or sign affidavits. Any violation found shall be recorded and the business partnership shall be terminated in case of serious violation. | No Difference | |
| (2) Does the company establish dedicated unit that is periodically in charge of corporate integrity report to the Board about its supervision and implementation? | V | To achieve sound ethical management, “Corporate Governance and Integrity Division”, the division under the Sustainable Operation Strategy Team of Yang Ming, is responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit which is convened by the president and composed of representatives from Audit Dept., Legal Compliance Office, Risk Control Office, Public Affairs Dept. and Human Resources Dept., shall be in charge of the following matters, and shall report to the board of directors at least once a year. Corporate Governance and Integrity Division reported on the implementation of 2022 and the implementation measures of 2023 at the 20th Board meeting (23rd session) held on Dec. 16, 2022 :
|
No Difference | |
| (3) Does the company establish policies to prevent conflicts of interest, while providing and implementing appropriate communication channels? | V | The company upholds its Ethical Corporate Management Best Practice Principles, of which Article 19 deals prevention of conflicts of interests. Independent director e-mail box (ymtarzantang88@hibox.biz) and independent e-mail box (conduct@yangming.com) for whistleblowing system is provided for preventing the conflicts of interest. | No Difference | |
| (4) Has the company established effective systems for both accounting and internal control? And has the internal audit unit drawn up the relevant audit plans in accordance with the results of risk assessment, thus auditing the operating status to prevent unethical conducts? Or has company entrusted CPAs for its auditing? | V | The company complies with ethical corporate management policies by facilitating internal audit, accounting and internal control on a regular basis. Yang Ming shall establish an effective accounting system and an internal control system for business activities which may be at a higher risk of being involved in an unethical conduct. Meanwhile, it shall conduct reviews regularly to ensure that the design and enforcement of the systems continue to show good results. The company audits the integrity operating status of management departments, prepares the audit report, and submits the report to independent directors for reference, as well as integrating this into the internal audit report, which is then sent to the Board. | No Difference | |
| (5) Does the company hold internal and external educational trainings on operational integrity regularly? | V | From 2022.11.9 to 2022.12.7, the company conducted a 0.5-hour online outreach focused on the Codes of Ethical Conduct, Ethical Corporate Management Best Practice Principles, and Procedures for Ethical Management and Guidelines for Conduct, with 1,478 coastal employees passing the test and a completion rate of 95.91%. | No Difference | |
| 3. A whistleblowing system operations | ||||
| (1) Does the company establish a reward/punishment system and channels for whistleblowers? Can the defendant be reached by an appropriate person for follow-up? | V | The company has specified the procedures of whistleblowing cases for Yang Ming Group Members: (1) Set up an individual mail for whistleblowing case:(conduct@yangming.com), which only the Chief Audit Executive can receive and process. Chief Audit Executive assigns appropriate auditors to investigate whistleblowing cases and to submit an investigation report. |
No Difference | |
| (2) Does the company establish standard operating procedures of whistleblowing cases subject to investigation and related confidentiality mechanism? | V | (2) Specify the SOP for whistleblowing cases, including handling period, methods, cases tracking, reward/punishment system, confidential mechanism, etc. | No Difference | |
| (3) Does the company provide proper protection for whistleblowers? | V | (3) The investigation report and other relevant documents shall be strictly kept confidential by all responsible members who handle whistleblowing case. Yang Ming shall protect the whistleblowers, the alleged respondents and the related employees involved in the investigation against unfair retaliation or treatment. | No Difference | |
| 4. Strengthening information disclosure | ||||
| Does the company disclose its ethical corporate management policies and regulations as well as their implementation on its website and the Market Observation Post System(MOPS)? | V | The company has disclosed Ethical Corporate Management Best Practice Principles and relevant information as well as the status of implementation on the website: https://esg.yangming.com/en/esg/information/corporategovernance/rulesand-regulations/ |
No Difference | |
| 5. If the company has established its corporate social responsibility principles based on the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, please describe any discrepancy between the principles and their implementation: | ||||
| There is no difference between the internal conduct and regulations stipulated in the Ethical Corporate Management Best Practice Principles of Yang Ming Marine Transport Corporation. | ||||
| 6. Other important information to facilitate better understanding of the company's ethical corporate management policies (such as review and revision of regulations): | ||||
| Yang Ming complies with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Public Servants Conflict-of-Interest Act, public listing and over-the-counter transaction rules, and other laws and regulations regarding commercial activities. This is the primary precondition for ethical management. | ||||
Implementation Status of Human Rights Policy
| Items | Implementation Status | ||
|---|---|---|---|
| Yes | No | Description | |
| Does the Company set policies and procedures in compliance with regulations and internationally recognized human rights principles? | V | The company observes rules specified in the Labor Standards Act. It adheres to international labor standards on working conditions and is committed to establish a fair and non-discriminatory employment policy. Activities related to employee rights are handled according to publicly released regulations and procedures. The company is committed to human rights and internationally recognized human rights standards, which include “International Bill of Human Rights,” “The United Nation Global Compact” and the “International Labour Organization Declaration on Fundamental Principles at Work” and sets up the Human Rights Policy based on the above-mentioned documents. The company discloses the status of implementation on the website: https://www.yangming.com/CorporateGovernance/ImplementationStatusofHumanRightsPolicies.aspx In addition, the company conducted online outreach focused on the Human Rights Policy, with 1,428 coastal employees passing the test and a completion rate of 92.5% in 2022. | |