Corporate Governance

Corporate Governance

Corporate Governance
Board of Directors Committee Internal Audit Risk Management Ethical Management Major Regulations

Ethical Management

● Strategy: Based on the business philosophy of “Sincerity and Trustworthiness,” we emphasize steady and ethical operations, legal compliance, and governance to eliminate unethical and unlawful behavior. We also establish regulations, arrange education, training, and awareness education; and provide reporting channels and protection to engrain business ethics in our corporate culture.

● Goals of 2030: Actively strengthen regulatory compliance management and establish a strong compliance culture
Arrange anti-corruption publicity, education, and training activities for suppliers, with a completion rate of 100%
Pursue 0 non-conformity

"Emphasizing sound management, legal governance, and anti-corruption, the company has established the 'Integrity Management Procedures and Code of Conduct.' Under the Board of Directors' 'Sustainability Committee,' there is a 'Corporate Governance and Integrity Management Task Force' (refer to the organizational structure diagram on p.14) responsible for promoting corporate integrity management."

"Integrity and Trustworthiness" are core values of CLC and important guidelines for employee conduct. CLC expects all employees to adhere to relevant regulations, including training for new hires and regular education on integrity, fairness, and anti-corruption. Measures are taken to avoid conflicts of interest, protect company assets and customer confidentiality, and provide channels for reporting illegal or unethical behavior. These practices are integrated into daily operations to ensure effective integrity management.
In 2023, CLC revised certain provisions of the "Integrity Management Procedures and Code of Conduct" and the "Code of Ethics," and regularly reported the implementation status to the BoD.

Supplier Business Ethics

We request all suppliers to sign the "Supplier's Code of Conduct" while undertaking CLC's construction contracts and procurement contracts. In addition, we make communication with suppliers at the supplier ESG conference and supplier visit to promote CLC's code of business ethics and legal compliance.

Handling of employees' unethical behavior: Report Channels

Performance in Ethical Management Promotion in 2023

1. Implement the regulations in the "Insider Trading Prevention Management Measures," specifically the prohibition against directors buying or selling stocks before financial reports are announced. In addition to notifying all directors, senior management is also informed, clearly specifying the blackout periods for stock trading to prevent any inadvertent violations by directors and senior management.

2. For the "Handling of Unethical Behavior by Company Personnel" anti-corruption reporting channels, no corruption-related reports were received in 2023.

3. The "Integrity Management and Anti-Corruption Training" online series was conducted on the internal "E-Learning" platform, with a total of 571 participants.



Regulatory Compliance and Emphasis on Equal Education

Adhering to regulations and ethical behavior standards in all business activities is a fundamental operating principle of CLC. We have established relevant work rules and methods, requiring all employees to comply and implement them. Additionally, we enhance advocacy through online and in-person training, the company website, internal publications, meetings, and other channels. Besides understanding and monitoring regulatory compliance across all units, the legal department authored three regulatory columns in 2023: "Power vs. Rights," "Criminal Gangs Turning Back," and "Special Report on Workplace Unlawful Infringement." These columns aim to strengthen employees' legal concepts and use case studies to help address issues encountered in daily business activities or life. Moreover, in accordance with local Chinese regulations, we planned and produced an online course on "Integrity Management" to implement integrity management in our overseas units.

In legal compliance, no material fine in 2023 (single event with administrative fines accumulated up to NT$1 million) was reported. Please refer to P. 74-75 of the annual report for details regarding other fines for violation (Labor Standards Act, Occupational Safety and Health Act, and environmental protection laws and regulations) and improvement action.