Skip to main content
Submitted by endlin on 9 November 2022

Assessment Item

Operational situation

Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons

Yes

No

Summarized Description

1. Has the Company established and does it disclose its Corporate Governance Best Practice Principles based on the Corporate Governance Best Practice Principles for TWSE/TPEx

V

 

The Company has established the Corporate Governance Best Practice Principles in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and disclosed them on the Company website.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

2. The Company’s shareholding structure and shareholders’ equity

(1) Has the Company formulated internal operating procedures for handling shareholders’ suggestions or questions or disputes and litigation with them and complied with the procedures?

(2) Does the Company have a list of the major shareholders with ultimate control over the Company and a list of the ultimate controllers of the major shareholders?

(3) Has the Company established and implemented a risk control and a firewall mechanism between itself and affiliates?

(4) Has the Company formulated internal regulations to prohibit insiders from using information undisclosed in the market to buy and sell securities?

V

 

(1). The Company has designated a spokesperson to handle shareholders’ suggestions, disputes, inquiries, and litigation matters in accordance with the Corporate Governance Best Practice Principles, and to coordinate with relevant units for execution.

(2). The Company has identified the major shareholders who exercise actual control over the Company.

(3). The Company has established financial and operational procedures for group enterprises, specific companies, and related parties, as well as procedures for the acquisition or disposal of assets, subsidiary supervision and control procedures, and enterprise risk management policies and procedures to regulate transactions between related enterprises and implement risk control.

(4). The Company has established procedures to prevent insider trading and regularly educates insiders on their obligations to avoid any profit-seeking behavior due to information asymmetry.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

3. Composition and Responsibilities of the Board of Directors

(1) Has the Board of Directors formulated a diversity policy and specific management objectives and implemented them accordingly?

(2) Has the Company voluntarily established other functional committees in addition to the Remuneration and the Audit Committees established in accordance with the law?

(3) Has the Company formulated board performance evaluation regulations and evaluation methods, conducted performance evaluations annually and regularly, reported the results of performance evaluations to the Board of Directors, and adopted such results as a reference for deciding the remuneration of and nominating candidates for individual directors?

(4) Does the Company regularly assess the independence of the CPAs?

V

 

(1).   According to the Company’s Corporate Governance Best Practice Principles, Chapter 3 on Enhancing the Functions of the Board of Directors mentions the diversity policy related to the composition of the Board members. Additionally, the Director Election Regulations stipulate the adoption of a comprehensive candidate nomination system, accepting the nomination of director candidates from shareholders holding more than 1% of the shares, to ensure shareholder rights while considering the diversity and independence of directors. The Company’s board of directors consists of 40% (4 members) women and 60% (6 members) men, maintaining a balanced ratio. Board members have diverse academic and professional backgrounds, including different expertise such as serving as directors of listed companies, corporate finance managers, and consultants for the Council of Labor Affairs. This diversity helps in supervising the Company’s operations and protecting shareholders’ interests. Furthermore, the Company has established guidelines for continuing education of directors, and through electronic, diversified, humanized, and flexible course designs, directors are encouraged to engage in substantive learning and development. The implementation of diversity among individual directors on the Board is shown in the attached table.

(2).   The Company has established a Remuneration Committee and voluntarily set up an Audit Committee. There are currently no arrangements for other functional committees.

(3).   The Company has established a Board Performance Evaluation Measures and evaluation methods, conducting annual performance evaluations (evaluation results can be found on the Company’s website).

Additionally, according to the latest “Self-Evaluation or Peer Evaluation of the Board of Directors for Companies Limited by Shares,” the Company passed an amendment to the Board Performance Evaluation Measures on August 12, 2020, to comply with the latest regulations.

(4). The Audit Committee regularly evaluates the independence of the CPAs annually and reports the evaluation results to the Board of Directors to ensure that the appointed accounting firm and its alliance firms (if applicable) are not aware of any commercial relationships or other matters between them and the Company that could reasonably be considered to affect their independence. The accounting firm and its other members and alliance firm members have also complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10 in maintaining independence from the Company.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

4. Has the Company has appointed an appropriate number of competent corporate governance personnel and designated a corporate governance officer to be responsible for corporate governance affairs (including but not limited to providing directors and supervisors with the materials required for performance of their duties, assisting directors and supervisors with compliance, handling matters related to board meetings and the shareholders’ meetings, and preparing minutes of board meetings and shareholders’ meetings)?

V

 

The Company has established a dedicated unit, a corporate governance officer, and coordinators responsible for matters related to corporate governance.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

5. Has the Company established communication channels with stakeholders (including but not limited to shareholders, employees, clients, and suppliers) and set up a section dedicated to stakeholders on the Company’s website to properly respond to stakeholders’ major CSR issues of concern?

V

 

(1) The Company has conducted interviews and electronic surveys with the identified 7 major stakeholder groups annually in accordance with the GRI standards’ requirements on material sustainability issues to understand the concerns and expectations of different stakeholders on Good Way’s material sustainability issues. The responses and corresponding actions to these material issue expectations have been disclosed in the Company’s annual CSR report and explained to the Board of Directors and stakeholders.

(2) Starting from 2024, the Company will set up an electronic questionnaire on material sustainability issues on the updated official website to continue interacting with stakeholders who are concerned about Good Way’s ESG and collect their opinions.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

6. Does the Company appoint a professional stock affairs agency to handle the affairs related to shareholders’ meetings?

V

 

The Company have appointed Register & Transfer Agency, SinoPac Securities Corporation, to handle the affairs related to shareholders’ meetings.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

7. Information disclosures

(1) Has the Company set up a website to disclose information on financial business and corporate governance?

(2) Does the Company adopt other methods to disclose information (such as setting up an English website, designating personnel to collect and disclose company information, implementing a spokesperson system, or placing the proceeding of investor conferences on the Company website)?

(3) Does the Company announce and submit an annual financial report to the competent authority within two months after the end of each year and announce and submit the financial reports for the first, second, and third quarters and the operations of each month to the competent authority before a specified deadline?

 

 

V

 

 

V

 

 

 

 

 

 

 

 

 

 

 

V

(1) The Company has disclosed investor-related information, including financial information and corporate governance information, on the Company website.

(2) The Company has established an English website to keep up with the trend of internationalization and has placed the proceedings of the institutional investor conferences on the Company website.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

8. Does the Company have other important information that facilitates the understanding of the operations of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders’ rights, directors’ and supervisors’ continuing education, the implementation of risk management policies and risk measurement standards, the implementation of client policies, and the Company’s purchase of directors and supervisors liability insurance)?

V

 

The Company firmly believes that a sound board structure and operation, information transparency, safeguarding shareholders’ rights and interests, and equal treatment of shareholders are the foundations of corporate governance.

(1) In 2023, the Company has arranged for directors to attend continuing education courses. The relevant directors’ training information is provided in the attached Table 2 below.

(2) Every year, the Company purchases liability insurance for its directors and managers. The important details of the liability insurance, such as the insured amount, coverage scope, and insurance premiums, will be reported to the upcoming board meeting.

(3) Risk management policies and implementation of risk measurement: All major operational policies, investment projects, endorsements and guarantees, lending of funds, bank financing, and other significant proposals of the Company are evaluated and analyzed by the appropriate authority and implemented in accordance with the Board of Directors’ resolutions. The Audit Department also formulates its annual audit plan based on the risk assessment results and effectively implements the supervisory mechanism and control of various risk management implementations.

(4) The Company has dedicated email inboxes for investors/shareholders/government/media/local communities/others, customers, suppliers, and employees to actively address complaints and safeguard the rights and interests of all parties.

(5) Please refer to the Corporate Governance section on the Company’s website: http://www.goodway.com.tw

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

9. Please specify any improvements made as per the results of the corporate governance evaluation announced by the Corporate Governance Center, Taiwan Stock Exchange Corporation, in the most recent year and put forth prioritized measures to improve those that have not yet improved. Please refer to the shareholders' Annual Report

Comprehensive Evaluation Result: In the 10th Corporate Governance Evaluation, the Company ranked in the top 51% to 65% of all listed companies, with satisfactory performance. The Company will gradually implement improvement measures according to the materiality of the evaluation recommendations to enhance corporate governance and protect shareholders’ rights.  

Results of corporate governance evaluation

  Published results  Good Way percentage
2016Y(The third session) Top20% 21% - 35% 
2017Y(The four session) Top50% 21% - 35%
2018Y(The five session) 100% 21% - 35%
2019Y(The six session) 100% 21% - 35%
2020Y(The seven session) 100% 36% - 50% 
2021Y(The eighth session) 100% 51% ~ 65%
2022Y (The nine session) 100% 51% ~ 65%
2023Y (The ten session) 100% 51% ~ 65%

Item

Implementation status

Deviation from the Corporate Governance Best-practice Principles for TWSE/TPEx Listed Companies and the reasons thereof

Yes

No

Summarized Description

1. Formulation of ethical management policies and plans

(1) Has the Company formulated an ethical management policy approved by the Board of Directors and disclosed the policy and practice of ethical management in its regulations and public documents? Are the Board of Directors and the senior management committed to actively implementing the policy?

(2) Has the Company established an assessment mechanism for the risk of unethical conduct to regularly analyze and evaluate the business activities with a higher risk of unethical conduct within the business scope and formulated a prevention plan accordingly, at least covering the prevention measures for the acts under each subparagraph under Article 7, paragraph 2 of the Corporate Governance Best-practice Principles for TWSE/TPEx Listed Companies?

(3) Has the Company clearly specified operating procedures, guidelines for conduct, and a violation punishment and complaint system in the unethical conduct prevention plan and duly implemented them? Does the Company regularly review and revise said plan?

V

 

1. The Company operates in accordance with the various regulations of the Code of Integrity Management to implement integrity management.

2. The Company operates in accordance with the Code of Ethical Conduct, and the Whistleblowing and Grievance Management Measures were approved at the 7th Meeting of the 7th Board of Directors and revised at the 22nd Meeting of the 8th Board of Directors, providing an internal grievance mechanism and channel for employees and external stakeholders.

3. The Company operates in accordance with the Code of Ethical Conduct, and the Whistleblowing and Grievance Management Measures were approved at the 7th Meeting of the 7th Board of Directors and revised at the 22nd Meeting of the 8th Board of Directors, providing an internal grievance mechanism and channel for employees and external stakeholders, thereby preventing unethical business conduct.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

2. Implementation of ethical management

(1) Does the Company evaluate each counterparty’s records for ethics? Has the Company specified the terms of ethical conduct in each contract signed with each counterparty?

(2) Has the Company established a dedicated (concurrent) unit under the Board of Directors to conduct ethical corporate management, regularly (at least once a year) report to the Board of Directors on its ethical management policies and prevention plans for unethical conduct, and supervise the implementation?

(3) Has the Company formulated policies to prevent conflicts of interest, provided appropriate methods for stating one’s conflicts of interest, and implemented them appropriately?

(4) Has the Company established an effective accounting system and an internal control system for the implementation of ethical management and assigned the internal audit unit to formulate relevant audit plans based on the assessment results of the risk of unethical conduct and audit the compliance with the unethical conduct prevention plan accordingly or commissioned a CPA to perform such audits?

(5)Does the Company regularly hold internal and external education and training on ethical management?

 

V

 

(1) The Company conducts internal evaluations on both suppliers and customers to ensure the integrity of the parties involved. If necessary, suppliers are required to sign an integrity commitment letter.

(2)  The Company has designated the Chairman’s Office as the dedicated unit for ethical management operations and code of conduct, and regularly reports the implementation status to the Board of Directors.

(3) The Company’s Grievance Management Measures were approved at the 7th Meeting of the 7th Board of Directors and revised at the 22nd Meeting of the 8th Board of Directors, providing an internal grievance mechanism and channel for employees and external stakeholders. The Company has also established a Code of Ethical Conduct, clearly defining how to prevent conflicts of interest and ensure that the Company’s business secrets are not leaked.

(4) The Company has established procedures for accounting professional judgments, processes for changes in accounting policies and estimates, and an internal control system. The internal audit unit audits them according to the annual audit plan and submits them to the Audit Committee for review.

(5) The Company regularly promotes information related to integrity management at the Company’s monthly meetings, and the chairman personally expounds the Company’s business philosophy.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

3.Implementation of the Company’s whistleblowing system

(1) Has the Company formulated a specific whistleblowing and reward system, established a convenient whistleblowing method, and assigned appropriate personnel to handle the party accused?

(2) Has the Company formulated standard operating procedures for investigation of reported cases, the follow-up measures to be taken after the investigation is completed, and a confidentiality mechanism?

(3) Does the Company take measures to protect whistleblowers from being mistreated due to their whistleblowing behavior?

V

 

(1) The Company’s Grievance Management Measures were approved at the 7th Meeting of the 7th Board of Directors and revised at the 22nd Meeting of the 8th Board of Directors, and designated dedicated personnel to handle complaints, providing an appeal mechanism and channel for internal employees and external stakeholders.

(2) The Company has approved the Whistleblowing and Grievance Management Procedures at the 7th Meeting of 7th Board of Directors, and revised the procedures at the 22nd Meeting of the 8th Board of Directors, clarifying the operating procedures and relevant confidentiality mechanisms in the procedures.

(3) In accordance with the Whistleblower Protection Act, whistleblowers are protected from retaliation for making reports.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

4. Strengthening information disclosure

(1) Does the Company disclose the content of its Corporate Governance Best-Practice Principles and the effectiveness of the implementation of the principles on its website and the MOPS?

V

 

 

(1) The Company has disclosed its Code of Ethical Conduct and the Whistleblowing and Complaints Management Regulations on its website. No whistleblowing cases were received during the period up to the Annual Report publication cut-off date.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

5. If the Company has formulated its own Corporate Governance Best-Practice Principles as per the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies,” please specify the difference between its operation and the principles: No significant difference.

6. Other important information that facilitates the understanding of the Company’s ethical management: (e.g., reviewing and amending the Company’s corporate governance best-practice principles)

Please refer to the Corporate Governance section on the Company’s website: http://www.goodway.com.tw

The company conducts ethical management education and training:

The Office of the Chairman of the Board of Directors is designated by the company as a specialized unit, subordinate to the Board of Directors, to handle the revision, implementation, interpretation, consultation services and registration and filing of the contents of the notification of this operation procedure and guide, and to supervise the implementation
The main duties are as follows:

  • Assist in integrating integrity and ethical values into the company's business strategy, and formulate relevant anti-fraud measures to ensure integrity in business in conjunction with the legal system
  • Formulate programs to prevent dishonest behavior, and formulate standard operating procedures and behavior guidelines related to work and business in each program
  • Plan the internal organization, establishment and management, and set up a mutual supervision and balance mechanism for business activities with high risk of dishonest behavior within the business scope.
  • Promotion and coordination of honesty policy propaganda training
  • Plan the whistleblowing system to ensure the effectiveness of its implementation.
  • Assist the Board of Directors and management to check and evaluate the effective operation of the preventive measures established by the implementation of honest business, and regularly evaluate the compliance status of relevant business processes and prepare reports.In adition to the education and training of the integrity management policy for new employees, the chairman of the company will also publicize the company's business philosophy and integrity management policy to all employees at major gatherings of the company, and publicize the company's integrity management policy to the directors at the board of directors.
  • 2023ETHICAL CORPORATE MANAGEMENT – IMPLEMENTATION STATUS

The relevant education promotion was conducted on 21 October , and the implementation was reported to the Board of Directors on 03 November in 2022

Ethical business Policy Training Briefing

Promotion of Projects

Implementation Status

Differences and reasons between the Company’s sustainable development practices and the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies

Yes

No

Summarized Description

1. Has the Company established a governance structure to promote sustainable development and set up a dedicated (concurrent) unit to promote sustainable development, governed by the senior management as authorized by the Board of Directors, which supervises the implementation?

V

 

(1).   The Company has established a sustainability practice code in accordance with the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” and disclosed it on the Company’s website.

(2).   

    i. In 2023, the Company renamed its Corporate Social Responsibility Committee to the ESG Committee. Based on different job responsibilities and authority, seven functional teams were established, with members comprising senior executives of the Company, responsible for promoting and implementing the Company’s sustainable development strategies and goals, integrating them into daily operations, and reporting to the Board of Directors on the progress at least once a year.

   ii. In 2023, the Company designated the ESG Project Business Division to be responsible for formulating sustainability policies, setting sustainability goals, and working with various units to implement sustainability action plans, as well as regularly reporting to the Board of Directors.

 iii. The date of reporting to the Board of Directors for the current year: A report was made on November 4, 2023.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

2. Does the Company conduct risk assessments on environmental, social, and corporate governance issues related to its operations based on the principle of materiality, and formulate relevant risk management policies or strategies?

V

 

(1).  With reference to GRI 3: The double-materiality concept published in 2021, Good Way defines double materiality as considering both impact materiality and financial materiality. The Company conducts risk assessments on environmental, social, and governance issues related to its operations and formulates relevant risk management policies or strategies.

(2).  Following the materiality assessment process, the Company identifies material sustainability issues through stakeholder engagement. The issues are then assessed and prioritized based on criteria. Relevant risk management policies and strategies are formulated accordingly. For specific implementation details, please refer to Good Way’s official website and sustainability reports.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

3. Environmental Issues

(1). Has the Company established an appropriate environmental management system based on its industry characteristics?

(2). Is the Company committed to improving energy efficiency and adopting recycled materials with low environmental impact?

V

 

(1). The Company’s headquarters, Taipei Factory, and Kunshan Factory have both obtained ISO 14001 environmental management system certification and continue to ensure the validity of the certificates.

(2). The Company has referred to the Sustainability Accounting Standards Board (SASB) and the Financial Supervisory Commission’s industry classification to identify the environmental sustainability management indicators that our industry category should establish and publicly disclose.

(3). The Company’s factories located in Taiwan and mainland China comply with the relevant environmental protection regulations in their respective regions.

(1). The Company’s production bases comply with relevant local environmental regulations and strive to promote various energy-saving and consumption-reduction measures to improve energy efficiency and reduce costs.

(2). The Kunshan Factory has obtained the ISO 50001 energy management system certification in 2022, and the Taipei Factory plans to pass the ISO 50001 energy management system third-party verification in 2024 to establish a systematic energy efficiency management system.

(3). The GP management system have been implemented to ensure that all raw materials used in our products comply with the European Union’s RoHS, REACH, and halogen-free regulations.

(4). The Company continues to collaborate with international customers to disclose the safety information of chemicals used in manufacturing processes and establish a list of prohibited substances, completing the replacement with green chemicals. Simultaneously, Good Way increases the proportion of recycled/recyclable materials (PCR) used in strategic products to reduce the potential environmental impact throughout the product life cycle.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

(3). Has the Company evaluated the potential risks and opportunities of climate change for the Company’s present and future operations, and taken relevant countermeasures?

(4). Has the Company calculated greenhouse gas emissions, water consumption, and the total weight of waste in the last two years, and established policies on energy conservation and carbon reduction, greenhouse gas reduction, water reduction, or waste management?

V

 

(1). Good Way incorporates its existing governance structure and follows the TCFD framework and relevant disclosures covered in the CDP’s climate change questionnaire to identify and assess the potential significant physical and transition risks, opportunities, and financial impacts of climate change on the Company. Based on this, Good Way formulates corresponding strategies and targets, and continuously tracks and manages them.

(2). Good Way’s headquarters, Taipei Factory, and Kunshan Factory have obtained ISO 14064-1 greenhouse gas inventory certification and have set specific short-, medium-, and long-term reduction targets. For detailed actions, please refer to Good Way’s official website and sustainability report.

To achieve the goal of environmental sustainability, the Company has continuously implemented measures such as carbon reduction, energy conservation, water resource management, and waste management to reduce the environmental impact of its operations. The disclosed data covers the Company’s main operating sites in 2022-2023.

Greenhouse Gas and Energy Management: In accordance with ISO 14064-1, the Company inventories the direct and energy indirect greenhouse gas emissions from its main operating sites. The greenhouse gas emission data for 2022 and 2023 (verified by a third party) are as follows:

Year

Greenhouse Gas Emissions (tCO2e)

Scope 1

Scope 2

2022

194.975

2503.432

2023

127.723

1490.366

To continuously promote emission reduction, the Company has identified that its greenhouse gas emissions mainly come from electricity consumption. Therefore, the Company has adopted energy conservation as its primary carbon reduction strategy and set targets for carbon reduction and energy conservation. With 2022 as the base year, the Company aims to reduce greenhouse gas emissions and energy consumption by 3% annually, and reduce water consumption and waste by 2% annually.

For detailed actions, please refer to Good Way’s official website and sustainability report.

 

4.   Social Issues

(1). Does the Company formulate relevant management policies and procedures in accordance with applicable laws and the International Bill of Human Rights?

V

 

(1). To fulfill corporate social responsibility and implement human rights protection, the Company refers to the International Bill of Human Rights and the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work, and other internationally recognized human rights declarations to formulate this human rights policy. The purpose is to prevent any infringement or violation of human rights, and to ensure that the Company’s current employees receive reasonable and dignified treatment. The main implementation guidelines are as follows:

    i. Comply with relevant laws and regulations, and provide a safe and healthy workplace.

   ii. Strive to maintain a workplace free from violence, harassment, and intimidation, while respecting employees’ privacy and dignity.

 iii. No child labor under the age of 16 shall be employed, and any acts that may lead to the employment of child labor are prohibited.

  iv. Sign written labor contracts in accordance with the law, with the contracts stipulating that the employment relationship is established based on mutual consent, and prohibiting forced labor, opposing slavery and human trafficking.

   v. Eliminate illegal discrimination and ensure equal employment and promotion opportunities

  vi. Establish smooth communication channels, hold regular labor-management meetings to ensure the rights and interests of both parties.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

(2). Has the Company formulated and implemented reasonable employee benefit measures (including remuneration, leave, and other benefits) and reflected business performance or achievements in employee remuneration appropriately?

V

 

The Company’s employee benefits measures and performance compensations follow the relevant regulations of the Labor Standards Act and internal management regulations.

(1). Employee benefit measures, employee training and education, retirement system and its implementation, etc.

Since its establishment, the Company has actively promoted harmonious labor-management relations based on the recognition of labor-management co-existence and co-prosperity. It also values employee benefits and health, assisting employees in personal work and life to grow together with the Company.

The following employee benefits are currently implemented by the Company:

A. Labor and health insurance

B. Clubs and health promotion activities

C. Educational training subsidies

D. Public welfare leave

E. Birthday leave

(2). Retirement system and its implementation status

The Company’s employee retirement system originally followed the regulations of the Labor Standards Act. After the Labor Pension Act was implemented on July 1, 2005, the defined contribution system was adopted.

After implementation, employees can choose to apply the retirement pension regulations under the “Labor Standards Act” or apply the retirement pension system under the Act and retain their years of service before the Act.

For employees subjected to the Act, the Company’s monthly contribution rate for employee retirement pensions shall not be less than 6% of the employee’s monthly salary.

(3).Operating performance or results are appropriately reflected in employee compensation:

In accordance with the Company’s performance management regulations, employee performance is evaluated twice a year, and the evaluation results are reflected in employees’ annual salary adjustments and year-end bonuses.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

(3). Does the Company provide employees with a safe and healthy work environment and offer safety and health education to employees regularly?

(4). Has the Company established an effective career development training program for employees?

V

 

Upholding the core philosophy of “People-Oriented,” Good Way aims for “Zero Occupational Hazards” as the ultimate goal. While employees create industrial competitiveness, the Company strives to create an “inherently safe” working environment to become the strongest shield for safeguarding employees’ health and safety. To achieve this goal, the Company has established the following five occupational safety and health policies.

Good Way independently implements ISO 45001: 2018,

The Kunshan Factory in China obtained external verification for ISO 45001: 2018 in 2021 and

continues to maintain the effectiveness of the management system to reduce the risks of occupational safety and health management for the Company. Meanwhile, the Taipei Factory is expected to obtain ISO 45001 certification in 2024.

To cultivate a culture of workplace safety and health, the Company provides new employees with general occupational safety and health education and training courses during orientation to establish basic safety awareness. Additionally, regular on-the-job training courses are conducted for existing employees to promote safety and health protection and operational safety awareness.

In 2023, the Company achieved zero occupational hazards. For specific measures, please refer to Good Way’s Sustainability Report.

Good Way adheres to the training philosophy of “diverse learning enhances professional skills, promotes internalized growth learning for all employees, and transfers to improve performance and continuous improvement to meet development”. It designs a talent cultivation blueprint in line with the four spirits of “sincerity, integrity, trust, and practicality”, and integrates internal and external resources to subsidize employees’ external learning expenses, encouraging them to improve their skills in all aspects to enhance their competence and promote the mutual growth of employees and the Company.

In 2023, up to 90% of all employees received internal training, with a total of 10,650 training hours. The overall satisfaction with the education and training for the year was 4.66 out of 5.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

(5). Does the Company comply with applicable laws and international standards regarding issues, such as customer health and safety, customer privacy, as well as marketing and labelling of products and services? Has it formulated relevant policies and complaint procedures to protect consumers’ or clients’ rights and interests?

(6). Does the Company comply with applicable laws and international standards regarding issues, such as customer health and safety, customer privacy, as well as marketing and labelling of products and services?

V

 

The Company prioritizes customer orientation, and all products are manufactured in accordance with relevant laws and regulations, providing customers with high-quality products and excellent services.

The Company requires relevant suppliers to not use conflict minerals and prohibits the use of related hazardous substances, in order to reduce the environmental impact of products and comply with relevant domestic and international laws such as RoHS (The Restriction of Hazardous Substances in Electrical and Electronic Equipment) and customer requirements. A dedicated unit handles customer complaints, executes and tracks them according to the complaint procedures, and has obtained ISO 9001 international certification.

According to the “Supplier Management Procedure”, for new suppliers of main products, the Company requires them to provide a commitment letter for the compliance of environmental hazardous substances with limit values, restricted substance testing reports (i.e., RoHS or other relevant testing reports such as Reach), material safety data sheets, supplier (subcontractor) social responsibility commitment letters, and other environmental compliance declarations. Before conducting business activities with suppliers, the Company will assess whether the trading partners have no past records of negatively impacting the environment and society, as a basis for procurement transactions.

No significant differences, will continue to cooperate with relevant laws and regulations for future deliberations.

5.   Has the Company referred to the internationally accepted reporting standards or guidelines to prepare reports, such as ESG reports that disclose the Company’s non-financial information? Have the aforementioned reports obtained assurance or assurance opinions from third-party verification bodies?

 

V

In addition to following the latest sustainability reporting standards (GRI: 2021) issued by the Global Reporting Initiative as the basis for information disclosure in the report, the preparation of the report also corresponds to standards such as the Task Force on Climate-related Financial Disclosures (TCFD) framework, the United Nations Sustainable Development Goals (SDGs), the Sustainability Accounting Standards Board (SASB), and the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies.

The Company’s sustainability report is self-published, with plans to complete third-party verification by July 2024.

The Company Website has set up a Goodway CSR section: http://www.goodway.com.tw, and in the future, it will strengthen the disclosure of report content and gradually obtain third-party certification.

6. If the Company has established corporate social responsibility principles based on the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies, describe the implementation and any discrepancy:

No major difference.

7. Other important information that facilitates the understanding of the promotion of sustainable development:

Please refer to the Goodway CSR section on the Company Website: http://www.goodway.com.tw

 

1. Describe the Board of Directors’ and the management’s supervision and governance of climate-related risks and opportunities.

Based on the existing governance framework (refer to attachment P.4), Good Way’s Risk Management Committee follows the TCFD framework and relevant disclosure information in the CDP (Carbon Disclosure Project) climate change questionnaire. Additionally, they refer to the scenario assumption of global warming at 1.5°C to identify and confirm Good Way’s significant physical and transition risks, opportunities, and potential financial impacts under this climate scenario. Accordingly, they formulate corresponding strategies and goals, while continuously tracking and managing them.

2. Describe how the climate risks and opportunities identified impact the Company’s business, strategies, and finance (short-term, medium-term, and long-term).

In our industry, greenhouse gas emissions, energy efficiency, water resources, and waste management are major environmental issues. Good Way has established short, medium, and long-term environmental sustainability goals following the net-zero transition roadmap, which serves as Good Way’s management approach and targets for environmental sustainability.

We participate in the international Carbon Disclosure Project (CDP) to publicly disclose our environmental sustainability policies, goals, progress, and efforts to all stakeholders concerned about the Company. We also utilize the Good Way sustainability questionnaire to continuously review the compliance of our internal management and identify areas for improvement.

3. Describe the impact of extreme climate events and transition actions on finance.

Through the TCFD framework, the Company identifies climate change-related risks and opportunities, analyzes the potential impacts on its operations and finances, and seizes opportunities for transformation. Consequently, Good Way has formulated strategies to achieve carbon neutrality, implement energy management, strengthen green product design, and promote sustainable supply chain management.

4. Describe how the identification, evaluation, and management processes of climate risks are integrated in the overall risk management system.

1. Based on laws, market trends, technological developments, and physical climate change trends, identify significant climate risks and opportunities that may impact operations.

2. Good Way is a strategic supply partner for international brand customers. Therefore, based on the importance of strategic locations, we prioritize analyzing the physical risks at each production site while also assessing the impacts of typhoons and flooding at each site and corresponding response measures.

3. In 2022, Good Way’s Taiwan production base relocated to Xizhi Guoyang Silicon Valley, with the factory building obtaining the Green Building Silver Label certification. The design also takes into account the local climate and physical conditions as well as flooding potential in Xizhi District, New Taipei City to reduce the physical risks caused by extreme climate conditions.

4. As some of our products are exported to the European Union, to assess transition risks and future impacts, we will launch product carbon footprint learning and inventory initiatives in 2024. Simultaneously, we will research carbon credit trading prices and procedures to manage and mitigate transition risks from the design stage.

5. Starting from 2023, we will expand the scope and depth of greenhouse gas inventories. Based on the latest data, the Company will be establishing a management framework for physical risks.

6. The Company plans to identify climate-related risks and opportunities every two years, integrating this mechanism with the Company’s enterprise risk management mechanism. We will review the results annually to ensure their reasonableness and that the identified risks and opportunities align with current conditions.

5. If using scenario analysis to assess resilience in facing climate change risks, the scenarios, parameters, assumptions, analysis factors, and major financial impacts used should be explained.

Climate change risks and opportunities assessment not conducted using scenario analysis.

6. The contents of a transition plan in response to the management of climate-related risks shall be indicated if any, together with indicators and objectives used to identify and manage physical and transition risks.

Mitigation measures for transition risks include: introducing environmentally-friendly materials and low-pollution alternative materials at the design stage, increasing the usage of renewable energy, introducing energy management systems, promoting smart factories and improving energy efficiency to achieve the goal of carbon emission reduction.

7. The price setting basis shall be explained if internal carbon pricing is used as a planning tool.

Internal carbon pricing system not implemented.

8. Information including activities covered, scope of greenhouse gas emissions, planned scheduled, and required annual progress shall be described if climate-related goals are established; if carbon offsets or Renewable Energy Certificates (RECs) are used to achieve relevant goals, the sources and quantity of carbon quota offset or the quantity of RECs shall be described.

1. Indicators and targets for transition risks and opportunities:

1.1 In 2021, the Kunshan Factory initiated the inventory of Scope 1 and 2 greenhouse gas emissions and obtained third-party verification.

1.2 In 2023, Good Way will expand the greenhouse gas inventory scope to include the Taipei Factory and group headquarters and set annual self-reduction targets for key environmental impact indicators.

1.3 By 2024, Good Way will complete at least one major product carbon footprint inventory and obtain third-party product carbon neutrality certification.

1.4 Increase the proportion of renewable energy usage to over 40% by 2030. By 2030, the Company’s Scope 1 and 2 greenhouse gas emissions will be reduced by 30% compared to 2022 (baseline).

2. Adaptation to physical risks: To cope with extreme climate events, each factory has strengthened its alert system, implemented emergency response plans, and regularly reviewed the location of factories and equipment to reduce the risk of equipment damage or shutdowns caused by extreme climate events.

9. Greenhouse gas inventory and verification, as well as reduction goals, strategies, and specific action plans (also to be filled out in 1-1 and 1-2).

In accordance with Good Way’s net-zero transformation roadmap, we are committed to achieving carbon neutrality and achieving net-zero transformation by 2050. To realize this vision, we have set short, medium, and long-term emission reduction targets for the Group’s greenhouse gas emissions management, and through strict compliance with regular inventories, self-reductions, and continuous improvements, as well as concrete action steps, we hope to gradually move towards low-carbon operational transformation and achieve Net-Zero and environmental sustainability by implementing the PDCA management cycle.

For Good Way’s annual greenhouse gas management actions, progress, and emission reduction achievements, please refer to Good Way Group’s annual Sustainability Development Report.

Succession planning for board members

The company director candidate nomination system, elected for a term of three years, the selection of directors, except otherwise provided by law or the articles of association, in accordance with the company director elections  method to deal with.

The selection of directors of the Company shall take into account the overall composition of the board of directors, the composition of the board of directors shall take into account the diversity of the board members, and formulate an appropriate diversity policy for its own operation, business type and development needs, including but not limited to the following criteria:

  • Basic conditions and values: sex, age, nationality and culture, etc.
  • The professional knowledge and skills: some professional background (such as legal, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

Achieve the ideal objectives of corporate governance, directors should generally possess the necessary knowledge, skills and qualities to perform their duties. The board of directors as a whole should possess the following capabilities:

  • Operational judgment ability.
  • Accounting and financial analysis ability.
  • Operation and management ability (including operation and management of subsidiaries).
  • Crisis management ability.
  • Industry knowledge.
  • International market view.
  • Leadership skills.
  • Decision-making ability.
  • Knowledge and ability of risk management.

 

The Company conducts director succession planning through:

  • The present directors recommend a suitable candidate.
  • candidates recommended by shareholders.
  • The performance evaluation results of the Board of directors shall be the reference basis for the renewal of the director's term.

 

Succession planning for key management levels

  • In the planning of the succession of important management level, it is necessary to have high executive ability, correct values, integrity, integrity and other personality traits, and will be "honest and pragmatic, creative, quality first, sustainable concept".
  • Important in the planning of the company philosophy as the principle, is committed to achieve employee satisfaction, customer satisfaction, shareholder satisfaction of the win-win-win goal
  • The company's staff at or above the manager level is an important management level, has formulated the position agent management measures, each has a designated position agent, to train and cultivate. In addition to the internal training of management ability, combined with job rotation and overseas group company experience, to comprehensively cultivate the decision-making ability of senior executives

 

Insider definition

  • Directors, supervisors, managers and shareholders holding more than 10 percent of the total number of shares of the company, including their spouses, minor children and other nominal holders.
  • The government or legal person shall be the representative of the director and the supervisor of the company, including the spouse, minor children of the representative and the holder of the name of another person.
  • An insider of a subsidiary of a financial holding company.

 

Note: Order No. 0920001301 of Securities and Futures Regulatory Commission of the Ministry of Finance dated March 27, 1992 amended the scope of application to managers as follows:

  • General manager and equivalent.
  • Vice president and equivalent.
  • Associate and equivalent.
  • Head of finance department.
  • Head of accounting department.
  • Other persons who have the right to manage the affairs of the company and sign.

 

Notes for new insiders

  • The insider (including himself, his spouse, minor children and the holder of the name of another person) shall, within two days after the date of obtaining the identity, apply for the information declaration operation of the "Insider New (disrogation) Instant Declaration System".
  • The directors, supervisors and managers of the Company shall sign the statement within 5 days after taking office and keep it in the company for future reference; The other directors and supervisors shall commence on the date of their appointment

 

Restriction on the disposition of stock of the company owned by an insider

  • he new insider shall not sell his holdings on the premises of the securities firm for "six months" from the date of acquisition of his status (except for gifts or transfers of trust).
  • The new insider shall not be transferred "after six months" from the date of his/her acquisition of his/her status. However, if the daily transfer of shares at the premises of the securities firms exceeds 10,000 shares.The transaction can be made three days before the transfer after the prior declaration, and the transfer is completed within one month. If the transfer of the declared shares cannot be completed within one month.Within three days of the expiry of the transfer period, the "reasons for not completing the transfer" must be declared.
  • If the insider's holdings are subject to mandatory auction by the court and more than 10,000 shares are disposed of, the insider shall receive the court's relevant notice. After the case, the transfer declaration should be handled in advance to avoid violating the provisions of Article 22 of the Law.
  • When the stock is set and discharged, the company shall report the change of the last month's shareholding to the company before the 5th day of each month, and notify the company immediately of the pledge of the set and discharged.
  • Insiders are not allowed to sell Treasury shares during the buyback period. (SEC. 28-2, Item 6 of the Securities Exchange Act).
  • Avoid buying (selling) securities within 6 months after the expiration of the new 6 months. If any of the above things happen, the interest will be attributed to the company (right to subsume).
  • Upon receiving information of the company that has a material impact on its stock price, the company shall not buy in the market until the news is not made public or within 18 hours after the news is made public and less than 6 months after the resignation of the company or sell, so as not to violate insider trading.
  • Those who acquire more than 10 percent of the shares of a publicly issued company alone or jointly with others or increase or decrease by 1 percent after the fact shall report.

 

Insider shareholding change declaration time point every month

  • The insider of the Shanghai Cabinet Company and Xing Cabinet Company shall report to the company the situation of the holdings and holdings (holdings) of the previous month before the fifth day of each month; The company also summarizes and enters the public information Observatory before the 15th day of each month.
  • If the pledge (pledge) of the aforesaid stock is established, the issuer (pledge) shall notify the Company immediately; The Company shall, within five days after its pledge establishment (release), enter its pledge establishment (release) status into the Public Information Observatory.

 

Other matters that insiders should pay attention to

In order to prevent insiders from being punished for violating relevant regulations, the Cabinet Purchase Center has compiled the "Laws and regulations related to insider trading and insider equity of Shangxing Cabinet Company" and the precautions to be taken a book containing detailed information about the regulations related to the insider and the explanations of recent orders issued by the competent authorities.

Insider Equity Promotion Handbook

 

Insider ownership and insider trading promotion

In accordance with the company's "prevention of insider trading management procedures", this year has been on2023/04/072023/4/242023/05/112023/07/272023/09/132023/10/202023/10/302023/11/012023/12/09 and 2023/12/27 to present directors and managers, provide the relevant laws and regulations of insider trading for the reference of current directors and managers, and post the course briefing on the company website for the reference of employees.

 

Internal audit organization

The design, implementation and internal audit of the Company's internal control system are conducted in accordance with the guidelines for the establishment of internal control systems of public companies and relevant laws and regulations.

Purpose of internal audit

The purpose of the COMPANY's internal audit is to assist the Board of Directors and management to examine and review the lack of internal control systems and measure the effectiveness and efficiency of operations to provide improvement suggestions to ensure the continuous and effective implementation of the internal control system and as a basis for reviewing and revising the internal control system to promote the sound operation of the Company.

Internal audit organization

The audit office of the company is directly under the Board of Directors

  • There shall be one audit supervisor, whose appointment or removal shall be approved by the Audit Committee and submitted to the board of directors for resolution; Another audit agent is provided.
  • The department shall allocate a competent and appropriate number of full-time internal auditors according to the company's scale, business situation, management needs and other relevant laws and regulations.
  • In accordance with Article 3 (4) of the Code of Corporate Governance of the Company, the appointment, removal, evaluation and remuneration of internal auditors shall be submitted to the board of directors or signed by the audit supervisor to the Chairman for approval.

Internal AUDIT operations

  • Assist the board of Directors and managers to check and review the deficiencies of the internal control system, measure the effectiveness and efficiency of the operation, and provide timely improvement suggestions to ensure the continuity of the internal control system effective implementation and as a basis for reviewing and revising the internal control system.
  • Draw up the annual audit plan according to the results of the risk assessment and the matters stipulated by the competent authority, and submit it to the board of directors for approval, as well as the amendment.
  • Temporary audit shall be conducted in accordance with the instructions of the company's top executive or his authorized person.
  • The audit report and tracking report shall be submitted to the independent directors for inspection.
  • In addition to attending the board of directors to report on the implementation of internal audit operations, the auditor shall report to the Audit committee on a quarterly basis or when necessary.
  • The statement of internal control system shall be made public on the FSC's designated website within three months after the end of each financial year and published in the annual report.

 

Annual study status in 2023

Chief internal auditor:Rufen Lai
Date  Study Organizer  Course Name Hours
2023.06.19 IIA

Information security protection and cloud security audit practice seminar

6

2023.10.28 IIA

Chat GPT control skills that internal audit must learn

6

 

Acting as an internal auditor:Qiu Fujun
Date  Study Organizer  Course Name Hours
2023.03.22 IIA

How to use excel functions to improve auditing and financial efficiency practical workshop

6

2023.10.18 IIA

How internal auditors interpret operating performance and risks from IFRS financial statements

6

Corporate governance officer

By the resolution of the 13th Board of Directors at the 8th meeting of the Company on October, August and November, July, the company has appointed a "corporate governance supervisor", who is the manager of the financial Department, Lee Jiafeng, who has been in charge of finance and stock affairs for more than 3 years and meets the qualifications of a corporate governance officer.

Terms of reference

  • To handle matters related to board of directors and shareholders' meetings in accordance with the law.
  • Make minutes of board of directors and shareholders meeting.
  • Assist directors in appointment and continuing education.
  • To provide information necessary for the directors to carry out their business.
  • To provide information necessary for the directors to carry out their business. Assist directors in compliance with laws and regulations."
  • Other matters stipulated in the articles of association or contract of the company

Business execution focus in 2023

  • Handle matters related to meetings of the board of directors and shareholders' meetings in accordance with the law.
  • Make minutes of board of directors and shareholders' meetings.
  • Provide board members with relevant laws and regulations on corporate governance and update them regularly.
  • Arrange refresher courses for board members.
  • To provide information necessary for directors to perform their business.
  • Assist directors in complying with laws and regulations.
  • Evaluate and purchase the liability insurance of the group's directors and supervisors.
  • Arrange communication meetings between independent directors and accountants or internal audit supervisors.
  • Conduct board performance evaluation.
  • Conduct education on insider equity and insider trading for current directors and managers.

 

Annual study status in 2023

Date Study Organizer  Course Name Hours
2023/7/4 TWSE Cathay Pacific Sustainable Finance & Climate Change Summit 2023 6
2023/8/9 Taipei Exchange Seminar to insiders of listed/registered companies 3
2023/10/26 Securities and Futures Institute, SFI Shareholders’ meetings, management rights and equity strategies 3