Integrity in Business Operations
The company has established the "Code of Integrity in Business Operations" and the "Guidelines for Integrity in Business Operations and Conduct", committing to uphold integrity policies in internal management and business activities. It has also established the "Integrity Sustainability Committee" composed of independent directors, with three members responsible for formulating and supervising integrity management policies and preventive measures. These policies integrate integrity and ethical values into the company's business strategy and comply with legal regulations to ensure integrity in operations. The company also implements a specific whistleblowing system to proactively prevent dishonest behavior, encouraging internal and external parties to report dishonest or inappropriate conduct. It has established whistleblower protection mechanisms to ensure confidentiality of whistleblowers' identities and reports. Channels for reporting whistleblowing cases are disclosed on the company's website. Whistleblowing cases are handled by the company's audit department; whistleblowing hotline: (02) 2700-2888 ext. 8387; email: G_F_Auditing@tw.capital.com.
The company establishes a robust internal mechanism for handling and disclosing significant information to prevent improper leakage of information. It ensures the consistency and accuracy of information disclosed to the public. "Internal procedures for handling significant information" are set, and internal regulations prohibiting insider trading are disclosed.
The directors, executives, and employees of the company shall exercise the care and loyalty of a good manager, conduct business in accordance with the principle of good faith and honesty, and sign a confidentiality agreement.
Directors, executives, and employees who are aware of significant internal information may not disclose such information to others. They are also prohibited from inquiring about or collecting company undisclosed significant internal information that is unrelated to their duties. Additionally, they must not disclose internally significant information that they become aware of outside their business duties to others.
Directors of the company are prohibited from trading the company's stocks during the 30-day period before the annual financial report announcement and the 15-day period before each quarterly financial report announcement.
At the end of each year, the company will proactively plan the scheduled meeting dates for the next year's board of directors and functional committees, provide the announcement dates for quarterly financial reports, inform all directors and functional committee members, and emphasize that directors are prohibited from trading their stocks during the blackout periods, which are 30 days before the annual financial report announcement and 15 days before each quarterly financial report announcement, to avoid any violations of this regulation.
On November 7, 2024, the company conducted a seminar for directors on statutory topics including integrity management and sustainable development, prevention of insider trading, anti-money laundering and counter-terrorism financing, fair treatment principles, financial friendliness, and the Convention on the Rights of Persons with Disabilities (CRPD). The company is actively organizing and promoting related courses for employees and has designed a post-course testing system. Employees must pass the test to successfully complete the course.
| Course topics | Number of participants | Course hours |
|---|---|---|
| 2024 Q1 Futures Salesperson Prohibited Conduct Training Materials | 392 | 3 |
| 2024 Q1 Whistleblowing System Training Materials | 385 | 3 |
| 2024 Q1 Sales Representative Advertising and Online Marketing Training Materials | 249 | 3 |
| 2024 Q2 Financial Consumer Protection Act and Fair Treatment Principles (including Friendly Services, Integrity Management, and Advertising) Training Materials | 314 | 3 |
| 2024 Q2 Personal Data Protection Act Training Materials | 314 | 3 |
| 2024 Q3 Anti-Money Laundering and Counter-Terrorism Financing Compliance Training Materials | 351 | 3 |
| 2024 Q3 Sales Representative Advertising and Online Marketing Training Materials | 218 | 3 |
| 2024 Q4 Insider Trading and Short-Swing Trading Training Materials | 325 | 3 |
| 2024 Q4 Sales Representative Advertising and Online Marketing Training Materials | 203 | 3 |
To enhance the soundness of financial transactions between our company and related parties or group enterprises, and to prevent irregular transactions, improper benefits transfer, such as abnormal trading in goods and purchases, disposal of assets, endorsement guarantees, and loans among others, we have formulated regulations on financial and business operations between related parties and group enterprises. These regulations were revised on March 13, 112th year and have been approved by the Board of Directors for discussion.
| Article 1 | To establish a culture of integrity and transparency within the company and promote sound business practices, and to encourage reporting of illegal activities, this guideline is formulated in accordance with Article 8 and Article 28-1 of the "Guidelines for Establishing Internal Control Systems for Securities and Futures Market Participants." |
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| Article 2 |
Anyone who discovers potential crimes, fraud, or violations of laws within the company may report them. However, the following situations are not covered by these guidelines:
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| Article 3 |
Regarding the types of cases that the company may accept under this guideline for whistleblowing:
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| Article 4 |
The unit responsible for handling whistleblower cases is the company's Internal Audit Department. Upon receiving a whistleblower report, the handling unit should establish an appeals committee as the investigating body. The appeals committee is convened by the general manager and includes at least the head of legal compliance and legal affairs and the head of internal audit. Additional members may be appointed by the general manager as needed. Whistleblowers may report through the following channels:
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| Article 5 |
Upon receiving a whistleblower report, the handling unit should register and record the case. They should verify whether to accept the case based on the whistleblower's documents, records, transcripts, and relevant information. The handling unit may choose not to accept but must record and keep the case for reference in the following circumstances:
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| Article 6 |
The investigative unit may report to the Chairman or Audit Committee for decision on investigation principles and procedures based on the seriousness of the case.In the acceptance and investigation process of whistleblower cases, individuals with conflicts of interest should recuse themselves.
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| Article 7 | The investigative unit shall complete the investigation within three months from the day following the registration of the whistleblower case. If an extension is deemed necessary before the expiration of this period, one extension of up to three months may be granted.After completing the investigation, the handling unit shall prepare a written report of the investigation findings and recommendations for action, and notify the whistleblower.If the accused is a director (including independent directors) or a managerial position equivalent to vice president or above, the investigation report shall be submitted for review by the Audit Committee and presented to the Board of Directors for consideration. |
| Article 8 |
The investigation of substantiated whistleblower cases should be handled according to the following procedures:
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| Article 9 |
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| Article 10 | The receiving unit and the investigating unit should fully record and retain all relevant information. The acceptance of reports, the investigation process, and the investigation results should be documented in written or electronic form and preserved for at least five years. If litigation related to the reported content arises before the expiration of the retention period, the information should continue to be preserved until the litigation concludes. |
| Article 11 | If the reported matter is verified to be true, considering its contribution to corporate governance, the whistleblower shall be appropriately rewarded in accordance with the company's personnel regulations. If, after verification, it is found that the whistleblower made false reports or malicious accusations, they shall not only bear civil and criminal liabilities but also be handled according to the company's personnel regulations. |
| Article 12 | The company should conduct regular training on the whistleblower system for its employees. |
| Article 13 | Any matters not covered by this guideline shall be handled in accordance with relevant laws and the company's internal regulations. |
| Article 14 | This guideline shall be implemented upon approval by the Board of Directors, and the same applies to any revisions. |
- Capital Futures Customer Service Center TEL:412-8878(please add 02 for mobile number)
- Capital Futures Stock Agency Department TEL:02-2702-3999
- Contact Person TEL:02-2700-2888
- Spokesperson, General Manager 毛振華 E-mail：edward.mao@futures.capital.com.tw
- Deputy Spokesperson, Vice General Manager 林麗娟 E-mail：lily.ll@futures.capital.com.tw
