Simplo has established the "Code of Conduct for Integrity Management" and "Procedures and Conduct Guidelines for Integrity Management" approved by the board of directors to require employees to comply with the principles of ethical management in the Employee Work Code. The Company also requires employees to sign a letter of commitments to intellectual property rights protection, business information confidentiality and the integrity policy of integrity and honesty. Simplo has established the Code of Conduct to guide directors (including independent directors) and managers to conduct ethical standards and to better understand the company's ethical standards and thus establish these Codes of Conduct to comply with the standards.

Simplo has assigned the Administrative Management Division as the dedicated unit to handle and supervise the managerial procedures related to ethical management, as well as the amendment, implementation, explanation, and consulting services of the codes of conduct, and the registration and archiving of reports. It regularly reports the ethical management policies and programs for preventing unethical conduct and the supervision implementation, while conducting education and training or internal promotion to communicate the importance of ethics to directors, managerial officers, employees and appointees. And report to the board of directors on August 11, 2022 on its implementation as follows.

Implementation of Ethical Management

Evaluation Project Operational situation Differences and reasons for the integrity management code of the listed company
Yes No Summary
1.Formulating policies and plans for ethical corporate management
(1)Has the company established the ethical corporate management policies approved by the board of directors and specified in its rules and external documents the ethical corporate management policies and practices and the commitment of the board of directors and senior management to rigorous and thorough implementation of such policies?
V   1.The Company has established the "Code of Conduct for Integrity Management" and "Procedures and Conduct Guidelines for Integrity Management" approved by the board of directors to require employees to comply with the principles of ethical management in the Employee Work Code. The Company also requires employees to sign a letter of commitments to intellectual property rights protection, business information confidentiality and the integrity policy of integrity and honesty. The Company has established the Code of Conduct to guide directors (including independent directors) and managers of the Company to conduct ethical standards and to better understand the Company's ethical standards and thus establish these Codes of Conduct to comply with the standards. When onboarding new recruits, Simplo explains and communicates the ethical management and ethical conduct to them, and has them sign the commitment on the integrity and honesty policy as the communication and training of the anti-corruption policies and procedures; the signature rate is 100%.
2. The company recorded E-learning on integrity management education and training as a continuous communication and training for internal colleagues on anti-corruption policies and procedures, totaling 179 hours for 358 employees.
No significant difference.
(2)Has the company established a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activity within its business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly, which shall at least include the preventive measures specified in Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? V   The Company has also required employees to comply with the principles of ethical management in the Employee Work Code. The Company also requires employees to sign commitments to intellectual property rights protection, business information confidentiality and the integrity policy of integrity and honesty. The scope covered by the letter of commitment includes the following: Offering and acceptance of bribes, illegal political donations, improper charitable donations or sponsorship, offering or acceptance of unreasonable presents or hospitality, or 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 the 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. No significant difference.
(3) Has the company specified in its prevention programs the operating procedures, guidelines, punishments for violations, and a grievance system and implemented them and review the prevention programs on a regular basis? V   When a director (including independent directors) or managerial officer violates the Codes of Ethical Conduct, the Company shall handle the matter in accordance with the disciplinary measures prescribed in the Codes, and shall without delay disclose on the Market Observation Post System (MOPS) the date of the violation by the violator, reasons for the violation, the provisions of the Code of Ethical Conduct violated, and the disciplinary actions taken. The Company has formulated the relevant complaint system to provide a framework for the prevention of unethical conduct. No significant difference.
2. Implementing integrity operation
(1)Does the Company evaluate the integrity records of counter parties and stipulate ethical conduct clauses in contracts signed with counter parties?
V   Before establishing a business relationship with others, the company should first evaluate the legality and integrity management policies of agents, suppliers, customers or other business contacts, and whether there have been records of dishonesty to ensure that its business practices are fair, transparent and do not require, provide, or accept bribes. No significant difference.
(2)Has the company set up a dedicated unit under the board of directors to promote ethical corporate management and regularly (at least once every year) report to the board of directors the implementation of the ethical corporate management policies and prevention programs against unethical conduct? V   The Company assigned the designated unit to the Board of Directors, which is responsible for the revision, implementation, explanation, consulting services, and content of the relevant implementation, and such matters shall be included in the relevant operating procedures and supervision procedures. The main responsibilities shall be reported to the Board of Directors. No significant difference.
(3)(Does the company have a policy to prevent conflicts of interest, provide a proper presentation pipeline, and implement it? V   Any interested party being a stakeholder, a Director, Supervisor, Manager, or other person who attends the Board meeting shall be deemed a stakeholder that is interested in the meeting. If there is a relationship with the Company, the Company shall not include any matter that may be discussed with its own representative. If there is any such relationship with the Company's Directors, the Company shall not be able to include any matter that may be discussed with the Company's interests. If there is any such relationship, the Company shall not include such a matter in the meeting, and shall abstain from voting on the meeting. The directors should be self-disciplined and shall not support their own interests. Directors, Supervisors, managers, employees, or persons who have substantial control over the Company shall not hold any improper benefits from their own spouse, parents, children, or any other person who is a person in possession of the Company. No significant difference.
(4) Has the company established effective accounting systems and internal control systems to implement ethical corporate management and had its internal audit unit, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans and audit the compliance with the prevention programs accordingly or entrusted a CPA to conduct the audit? V   The Company has established an effective accounting system and internal control systems and shall review and monitor the design and implementation of the system at any time to ensure that the design and implementation of the system are continued. The internal audit unit regularly reviews the compliance of the aforementioned system and makes audit reports to the Board of Directors and has appointed an accountant to perform audits. If necessary, professional assistance may be appointed. No significant difference.
5.(Does the company regularly hold education training inside and outside of integrity management? V   The Company’s dedicated units shall organize education and training or internal promotion to the Directors, managers, and employees, and maintain the importance of integrity. No significant difference.
3. The operation of the company's reporting system
(1) Has the Company established a specific reporting and reward system and established a convenient reporting channel, and assigned appropriate advisers to the person being accused?
V   The Company encourages internal and external personnel to report unethical or unseemly conduct. However, the internal personnel shall be punished by disciplinary or for malicious actions. The actions shall be taken by the Company. No significant difference.
(2) Has the company established the standard operating procedures for investigating reported misconduct, follow-up measures to be adopted after the investigation, and related confidentiality mechanisms? V   The relevant personnel of the reporting report shall be declared in writing to keep the whistle-blowers confidential and the content of reported cases. The Company is committed to protecting the whistleblower's identity as a result of reporting violations. If the whistleblower has confirmed that he or she has been in breach of the relevant laws and regulations or the Company's ethical corporate management policies and regulations, the whistle-blower shall request to stop the related actions, and request the compensation to protect the reputation and the interests of the Company. For the verification of reported misconduct, the Company shall be responsible for the relevant departments of the Company to review the internal control system and operating procedures, and propose corrective measures to prevent recurrence of the same. The Company's dedicated units shall report to the Board of Directors on the findings and actions taken, and subsequently review measures for improvement. No significant difference.
(3) Does the company take measures to protect the prosecutor from improper handling due to the report? V   The relevant personnel of the reporting report shall be declared in writing to keep the whistle-blowers confidential and the content of reported cases. The Company is committed to protecting the whistleblower's identity as a result of reporting violations. No significant difference.
4. Strengthening information disclosure Does the company disclose the content of Ethical Management Best Practice Principles and promotion performance on its website and MOPS? V   The Company has disclosed information about ethical corporate management on the Simplo website and the Market Observation Post System (MOPS). No significant difference.
5. If the Company has established its own ethical corporate management principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe the implementation and any deviations from the Principles: No significant difference.。
6. Other important information that helps to understand the company's integrity management operations: (If the company reviews and amends its established code of conduct, etc.) The Company has disclosed information about ethical corporate management on the Simplo website and the Market Observation Post System (MOPS).

Internal Auditors

The appointment, dismissal, evaluation and remuneration of the company's internal auditors are implemented in accordance with the management regulations. The evaluation is performed twice a year, and the aforementioned appointment, dismissal, evaluation, and salary shall be signed and reported to the director for approval.


Prevent Internal Transaction

The company has formulated "Management Procedures to Prevent Internal Transaction" (Link) and Article 10 of “Corporate Governance Best-Practice Principles”(Link). At least once a year (July 2022), the company conducts education and publicity on the "Management Procedures to Prevent Internal Transaction" and related laws and regulations for directors and managers. The directors are notified monthly that they are not allowed to trade Simplo shares during the closed period of 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report.
 


Grievance Mechanism

Simplo attaches great importance to the opinions of employees. In order to build a friendly working environment, we hold regular labor-management meetings, set up e-mails, official line@ as communication channels. Simplo is committed to collecting employees' suggestions and opinions on the company in a timely manner, and increasing the immediacy and convenience of communication and grievance, thereby promoting the harmonious development of employees.

If it is found that the company's personnel have violated the integrity of the operation, they can report through the report mailbox (Contact Us) to respond and report.
The company keeps the identity and content of the whistleblower absolutely confidential! The whistleblower should at least provide the following information: (If one is missing or false, it will not be accepted)

  • The whistleblower's name, department and title, address, telephone number, and email.
  • The name of the employee being reported or other information sufficient to identify the identity of the person being reported.
  • Specific factual evidence available for investigation.


Acceptance units of different whistleblowers and Process:

  • If the report involves ordinary employees, it must be reported to the general manager.
  • If the report involves directors or senior management whose responsibilities are equivalent to the associate level or above, the investigation report should be reported to the independent director or the audit committee.
  • In the event of a serious violation or the possibility of causing major damage to the company, a report should be made immediately, submitted to the independent director or the audit committee, and proactively notified or reported to the relevant authority.
  • An investigation team is established according to the resolution of the general manager, and the responsible unit reports to the general manager to designate the team members and convener of the investigation team.


Record Keeping:

  • Report acceptance, investigation process, and investigation results are all kept in files.
  • Records keep for five years, and could be kept electronically. Before the expiration of the storage period, if a lawsuit related to the reported content occurs, the document shall be kept until the termination of the lawsuit.


Whistleblower Protection Mechanism:

  • To prevent retaliation, Simplo has established a whistleblower protection mechanism to ensure the confidentiality and anonymity of whistleblowers’ information. The relevant personnel of the Company handling the whistleblowing shall keep the identity of whistleblower and the content of the report confidential with a written statement, and promise to protect the whistleblower from improper treatment for the report.
  • However, if internal personnel make false reports or malicious accusations, they shall be disciplined; for serious cases, such employee shall be dismissed.

Report/Complaint
Spokesperson Vice President Wei
Tel.:+866-3-5695920 

E-mail:  invest@simplo.com.tw