Corporate Governance

Governance Structure Corporate Governance Risk Management Ethical Management Major Internal Policies

Ethical Management

Policy and Regulations

ChipMOS upholds the principle of integrity and honesty while carrying out all business activities. We strictly abide by government regulations and practice regulatory compliance in five major dimensions to maintain our sound reputation. We strictly adhere to the Ethical Conduct Principles and carry out all business activities under the principles of being fair, honest, ethical, and transparent and fulfill our ethical management policy as well as actively guard against any unethical conduct.

 

 

To strengthen corporate governance and to achieve sound internal control mechanism, we have established the <Regulations Governing Professional Moral Conduct>,  <Code of Ethics Conduct> and <Procedures for Ethical Management and Guidelines for Conduct> to show our determination and to serve as a basis for compliance from all ChipMOS employees. We also promote our core values of ethical, honesty, and accountability to all employees through various actions.

 

Implementation Status

 
Dedicated Unit
  • The Company charges the Legal Office with the responsibility of amending, implementing, interpreting, and providing advisory services regarding the Procedures for Ethical Management and Guidelines for Conduct, recording and filing reports, and monitoring implementation. The dedicated unit must report to the Board of Directors (at least once a year), and it did so on February 22, 2024. Attachment for Reference<2023 Corporate Conduct and Ethics Implementation>

 

Prevention of Insider Trading
  • To create a sound internal operating mechanism for the handling of major information within the Company, avoid improper leakage of information, as well ensure the consistency and accuracy of external information published by the Company, the Company has formulated the Procedures for Handling Material Inside Information; to prevent insider trading, the Company has stipulated the Insider Trading Policy to protect the rights and interests of investors and the Company. Furthermore, directors are prohibited from trading securities 30 days before the publication of the annual financial statement and 15 days before the publication of the quarterly financial report.
  • The Company regularly shares insider trading-related laws with directors and managers, and they are informed to cease trading securities 30 days before the publication of the annual financial statement and 15 days before the publication of the quarterly financial report.
  • In 2023, one board member attended insider trading prevention-related courses for a total duration of three hours.

 

Whistleblowing and Protection
  • To establish a protection system for whistleblowers to encourage employees to anonymously contact the Audit Committee or the President when they notice any unethical or improper conduct within the Company. Proper protection measures will be conducted to protect the whistleblower, and managers are prohibited from adopting unfavorable HR punishments on the aforementioned employees. In case the whistleblowing employee is subjected to any unfavorable treatment, the Audit Committee may command the Company to reinstate the person to his/her original title and to provide remedial measures.
  • An Audit Committee mailbox (Audit_committee@chipmos.com) independent of the management team has been set up. Employees, customers, and vendors may directly use this channel to report any illegal or improper incident or matters that infringe their own rights and interests to the Audit Committee. A total of 2 whistleblowing report was received in 2023. Upon investigation, it was confirmed that the matter did not concern any unlawful or improper matter, nor did it infringe upon the whistleblower's own rights or interests. It was also not related to ethical management.
  • In 2023, no legal action involving corruption incident, anticompetitive behavior, anti-trust and monopoly practice had occurred. In addition, no incident that violated any socioeconomic laws or regulations had occurred.

 

Risk Assessment and Promotions
  • Risk assessment concerning corruption was conducted in all ChipMOS operations, and no significant risk was found in 2023.
  • All 9 directors sign the enthical management policy statement, and senior executives sign the Regulations Governing Professional Moral Conduct.
  • Relevant policy and documents are disclosed in the Company's internal website and available for all employees to query at any time.
  • 736 new employees have signed the Statement of Commitment to Regulations Governing Professional Moral Conduct in 2023.
  • Professional moral conduct and regulatory compliance training is conducted using physical/online course or email:
    1. We has issued 4 promotional letters to all employees.
    2. A total of 2,607 people participated in the RBA Code of Conduct course, and cumulative training hours reached 521.4 person hours.
    3. A total of 693 people participated in the newcomer orientation (including RBA course), and cumulative training hours reached 774.9 person hours.

 

Compliance with Suppliers
  • ChipMOS's e-commerce platform has set up announcements for the Regulations Governing Professional Moral Conduct and the whistleblowing mailbox so that suppliers can immediately understand the information and to report any incident
  • To fulfill the ethical management policy in practice, we clearly specify that clauses from the Regulations Governing Professional Moral Conduct be included in procurement contracts with suppliers to inform the counterparty whistleblowing procedures and mailbox for reporting unlawful and/or improper conduct. The achievement rate for adding clauses from the Regulations Governing Professional Moral Conduct to procurement contracts in 2023 was 97%.We will strive to include the clause of Code of Business Conduct and Ethics in procurement contracts and implement it with our suppliers.