Anti-Corruption 、Anti-Bribery and Anti-Money Laundering Policy
HIWIN Technologies Corporation and all its subsidiaries (hereinafter referred to as "the Company") operate in adherence to the " Ethical Corporate Management Best Practice Principles " and the "Procedures for Ethical Management and Guidelines for Conduct." The company adopts a zero-tolerance policy toward corruption and is committed to maintaining high ethical standards and conducting business with integrity and honesty. Corrupt practices include bribery, facilitation payments, kickbacks, collusion, embezzlement, fraud, theft, and any actions intended to improperly influence a third party or benefit oneself to the detriment of the Company. In order to avoid corruption in the company's business operations, support and respond to the anti-corruption, anti-bribery and anti-money laundering policies of international organizations and countries, and in view of the increasing international attention to money laundering prevention, the company has formulated this policy to prevent the risks of money laundering, tax evasion and violation of sanctions and fulfill its international citizenship responsibilities for relevant personnel to follow.
1.Objectives:
(1) To specify prohibited practices during business operation to avoid corruption.
(2) To prevent any form of corruption and ensure compliance with relevant anti-corruption laws.
(3) To develop the corporate culture of integrity through the implementation of this policy, thereby maintaining the Company's brand image.
2.Scope of Application:
This policy applies to all directors, employees, and third parties acting for or on behalf of the Company in the course of its business.
3.Definition of Corruption:
(1) The Company prohibits the offering or acceptance of bribes, facilitation payments, kickbacks, or any other improper benefits for the following purposes. Employees, or any individuals representing the Company in business transactions, are strictly prohibited from offering or receiving any benefits with the intent of bribery, regardless of whether the party offering or receiving the benefit is a government official, legal entity, business association, or individual.
A. To obtain or retain business.
B. To influence or reward improper behavior or activities.
C. To exert improper influence on government officials or the company's actions, activities, or decisions.
D. To induce government officials to violate their legal obligations by engaging in or refraining from any action.
E. To induce government officials to exert influence over other departments, agencies, entities, or members of public office groups.
(2) Any improper benefit of value offered with the intent to influence the behavior or decisions of others to gain or maintain a business, regulatory, or personal advantage is considered bribery. Bribery includes kickbacks and facilitation payments. A facilitation payment refers to a bribe paid to accelerate routine administrative process of government officials.
(3) Guidelines for Gifts: Includes all tangible and intangible benefits and gifts, including but not limited to: products, services, cash and cash equivalents, checks, traveler's checks, gift cards, gift certificates, vouchers, stocks, and all business courtesies, tips, discounts, entertainment, travel, meals and accommodations, hospitality, loans or favors and other things of value for which the recipient does not pay the fair market value.
(4) When Company personnel directly or indirectly offer, receive, promise, or request any benefit, they must comply with the provisions of this policy, except in the following circumstances:
A. For business purposes, during domestic or overseas visits, hosting foreign guests, promoting business, and facilitating communication and coordination, in accordance with local etiquette, customs, or practices.
B. Participation in or invitations to normal social events organized by others for the purpose of customary social etiquette, business purposes, or promoting relationships.
C. Invitations to clients or being invited to attend specific business activities, factory visits, etc., where the cost allocation, number of participants, accommodation standards, and duration of the event are clearly specified.
D. Participation in the folk festivals that are publicly organized and accessible to the public.
E. Rewards, assistance, condolences provided by superiors.
F. Other actions permitted under Company policies.
4. Avoidance of Conflicts of Interest:
(1) What is a conflict of interest: When an individual is confronted with a conflict of interests while fulfilling their responsibilities or making decisions, such conflicts may arise from personal gain, relationships with others, or external pressures. These competing interests have the potential to affect the individual's impartiality, objectivity, and integrity in both judgment and actions. Such circumstances may lead to improper conduct, resulting in preferential treatment or benefits being granted to themselves or individuals with whom they are associated. A conflict-of-interest situation generally includes the following,
A. Employees or related parties hold any position with the Company’s clients, suppliers, or competitors.
B. Employees or their related parties have financial interests in the Company's customers, suppliers, or competing companies.
C. An employee uses the Company's resources for personal affairs or to gain personal benefits without prior approval.
(2) In cases of unavoidable conflicts of interest, the Company will take appropriate actions, such as adjusting roles, responsibilities, or business relationships, to minimize the conflict.
5. Anti-Money Laundering:
(1) The company prohibits and combats money laundering, tax evasion, violation of regulations and other criminal activities, strictly abides by anti-money laundering laws and regulations, cooperates with the requirements of financial institutions, provides relevant documents required for identity verification, and enhances the awareness of stakeholders in money laundering prevention.
(2) The following actions are strictly prohibited when performing business:
A. Proceeds of a crime may not be transferred or altered with the intent to conceal or hide the source of the proceeds of a crime or to enable others to evade criminal prosecution.
B. Not to conceal or hide nature, source, destination, location, ownership, disposal rights or other rights of specific criminal proceeds.
C. Not to accept, hold or use the proceeds of another person’s specific crime.
6. Guidelines for Political Contributions and Charitable Donations:
(1) Donations to political parties or organizations must comply with Political Contributions Act and relevant laws and regulation and shall approved by the Board of Directors, Chairman or an authorized executive before being processed.
(2) Charitable donations made using the Company's assets must comply with relevant legal regulations and the Company's articles of association and shall be approved by the Board of Directors, Chairman or an authorized executive before being processed.
(3) According to the Rules of Procedure for Board of Directors Meetings of a public company, donations to related parties or significant donations to non-related parties must be approved by the Board of Directors. However, charitable donations made for emergency relief due to major natural disasters may be submitted to the next Board meeting for ratification. The term "significant donations to non-related parties" refers to any single donation, or cumulative donations within one year to the same recipient, that reach NT$100 million or more or exceed 1% of the net operating revenue or 5% of the paid-in capital, based on the most recent financial statements certified by a CPA.
7. Risk Assessment and Reporting Mechanism:
(1) The company will periodically take measures to identify and mitigate corruption-related risks, evaluate the effectiveness of the existing anti-corruption policy compliance system, and assess its reasonableness and clarity. Based on this evaluation, modification proposals will be submitted for approval to address the nature of the identified risks.
(2) All updates to this policy will be announced internally and can be reviewed on the Company's website for stakeholders' awareness.
8. Record-Keeping:
All financial transactions of the Company, including the approval of gifts, accounting postings, and journal entries, must be accurately and clearly recorded in the Company’s books for inspection. They must not mislead the facts, omit information, or alter records in any way.
9. Promotion and Training:
To reinforce the importance of complying with this policy, the Company will periodically conduct educational training and promotion programs for relevant personnel on the principles and standards of anti-corruption law compliance. This aims to enhance the concepts of integrity and self-discipline. Additionally, the Company’s policies will be published on the official website to ensure that relevant stakeholders fully understand the Company’s integrity management, anti-corruption, and anti-bribery policies, as well as the consequences and risks that may arise from violating this policy.
10. Audit and Monitoring:
The Company develops the annual audit plan based on a risk assessment approach. The implementation of this policy would be part of the risk assessment process, including considerations of the policy's suitability, adequacy, and effectiveness. The company's audit team conducts regular audits of the Company’s control systems and procedures to enhance overall awareness, detect potential misconduct, and monitor compliance with this policy.
11. Procedures for Handling Breaches and Corrective and Disciplinary Actions:
(1) Professional ethics is one of the core operating principles of the Company. The Company has always adhered to integrity in all business activities. When interacting or transacting with affiliated companies and suppliers, the Company upholds the values of honesty and integrity, and corruption is strictly prohibited. If individuals become aware of any behavior that may violate this policy or relevant regulations, the company has established clear and systematic procedures for handling breaches. These procedures guarantee timely detection, investigation, and resolution of any violations, detailed as follows:
A. Reporting and Notification: They may report or file a complaint through the Company's designated whistleblower hotline (argon@hiwin.tw), encouraging employees and stakeholders to report suspected corruption without fear of retaliation.
B. Preliminary Assessment: Upon receiving a report, Compliance conducts a preliminary assessment to determine whether the allegation constitutes a breach and decide whether a formal investigation is warranted.
C. Investigation Process: Confirmed violations trigger the formation of an independent investigation team to conduct a thorough inquiry, collecting evidence and interviewing relevant parties to ensure a fair, transparent, and confidential process.
D. Decision-Making and Sanctions: Based on investigation findings, senior management or a dedicated committee reviews and determines corrective actions and disciplinary measures.
E. Reporting and Follow-Up: Investigation outcomes and subsequent actions are reported to relevant departments and the Board of Directors, with continuous monitoring to ensure effective remediation and prevent recurrence.
F. Whistleblower Protection: The company is committed to safeguarding the identity and rights of whistleblowers, strictly prohibiting retaliation and taking severe action against any such conduct.
(2) Violators of this policy will face severe penalties, including appropriate disciplinary actions, with the most severe penalty being termination of the employment contract. Violators should understand that actions contrary to this policy may result in serious civil liability, administrative sanctions, or criminal penalties. Upon detection of any violation, an immediate investigation will be initiated, and based on the findings, the following actions will be taken:
A. Corrective Actions: These include, but are not limited to, the immediate cessation of the violating behavior, rectification of process and system deficiencies, and strengthening of internal controls and oversight mechanisms to prevent recurrence.
B. Disciplinary Actions: Employees or responsible parties found in breach will face disciplinary measures in accordance with company regulations. Such measures may range from verbal or written warnings, suspension, demotion, termination of employment, to pursuing legal action including criminal prosecution if applicable.
C. Whistleblower Protection: The company is committed to protecting employees who report corruption in good faith, ensuring no retaliation occurs. Anonymous reporting channels are established to safeguard whistleblower rights.
D. Ongoing Education and Training: Continuous training programs on anti-corruption policies and ethical standards are provided to all employees to reinforce risk awareness and foster a culture of compliance.
12. Effective Date and Implementation:
This policy and its amendments will take effect upon approval by the Board of Directors and the announcement of the effective date.
Chairman & CEO Eddie Chuo
November, 2024