Corporate Governance

Singtex strives to uphold a good corporate governance system, besides obeying various laws and regulations, we also vigorously implement the following principles:

Protecting our shareholders' rights.

Reinforcing the function of the board of directors.

Exerting the function of the audit committee.

Respecting the stakeholders' rights.

Increasing information transparency.

Board of directors

The board of directors consists of 7 directors who serve 3-year terms. To bolster the structure of the board of directors as well as its independence and diversity, in addition to 2 female directors, the board comprises directors with experiences in business, finance, accounting, chemical engineering, patents, and business management. Three of them are independent directors.

Chen Kuo-Chin

Chairman

Leadership, decision-making, business judgment, business management, crisis management, as well as abundant industry knowledge and international market perspective.

Lai Mei-Hui

Director

Committed to CSR and public welfare.

Wang Shu-Fen

Director

Expertise in accounting and financial analysis.

Wang Ya-Kang

Director

Business judgment, crisis management, as well as abundant industry knowledge and international market perspective.

Chen Kan-Nan

Independent director

Expertise in chemical materials, green chemical applications and innovation.

Chen Sheng-San

Independent director

Chemical and intellectual property rights management, deployment, and applications.

Lin I-Pei

Independent director

Expertise in finance, banking, and investment management.

Huang Yao-Tang

Supervisor

Business judgment, crisis management, as well as abundant industry knowledge and international market perspective.

Tsai Shu-Li

Supervisor

Expertise in textile, clothing, technology, innovation and entrepreneurship, strategy, and marketing.

Li Chih-Chang

Supervisor

Expertise in business and textile.

Implementation of diversification policy on the board of directors

Item	Director				Independent director
Item	Chen Kuo-Chin	Lai Mei-Hui	Wang Shu-Fen	Wang Ya-Kang	Chen Kan-Nan	Chen Sheng-San	Lin I-Pei
Leadership, decision-making, management, judgment, and crisis management ability	V		V	V
Contributing to public welfare	V	V
Expertise in accounting and financial analysis			V				V
Expertise in business management	V	V		V	V	V	V
Expertise in chemical engineering and patents	V			V	V	V

Item	Director Chen Kuo-Chin	Director Lai Mei-Hui	Director Wang Shu-Fen	Director Wang Ya-Kang	Independent director Chen Kan-Nan	Independent director Chen Sheng-San	Independent director Lin I-Pei
Leadership, decision-making, management, judgment, and crisis management ability	V		V	V
Contributing to public welfare	V	V
Expertise in accounting and financial analysis			V				V
Expertise in business management	V	V		V	V	V	V
Expertise in chemical engineering and patents	V			V	V	V

Important company internal regulations

The Company has stipulated internal regulations according to the laws promulgated by the competent authorities to establish an adequate risk control mechanism and firewall. The important internal regulations are:

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Articles of Incorporation
Procedures for Managing Endorsements / Guarantees
Procedures for Acquisition or Disposal of Assets
Procedures for Making Loan to Others
Rules of Procedure for Shareholder Meetings
Rules and Procedures for Board of Directors Meetings
Procedures for Handling Material Inside Information and Preventing Insider Trading
Regulations Governing the Establishment and Related Matters of Special Committees for Merger / Consolidation and Acquisition
Procedures for Election of Directors
Corporate Governance Best Practice Principles

Ethical business management

1. SINGTEX's Vice President of the General Administrtion Division is responsible for promoting the group's corporate governance matters such as integrity management, anti-corruption, anti-bribery, and compliance with laws and regulations, and reports its implementation to the company's board of directors at least once a year. The implementation status is described as follows:

Board report date	Executive instructions
2022/01/12	Promote internal rules and regulations internally, and publish them on the company's internal website to enhance employees' integrity business philosophy and legal compliance concepts, and jointly prevent the occurrence of dishonest behaviors. Conduct a corruption risk assessment on the company's various operating activities, and set up a clear disciplinary system, and include integrity management in the employee performance appraisal and human resources policy. There's no violation of the integrity management policy in 2021.

Board report date

Executive instructions

2022/01/12

Promote internal rules and regulations internally, and publish them on the company's internal website to enhance employees' integrity business philosophy and legal compliance concepts, and jointly prevent the occurrence of dishonest behaviors.
Conduct a corruption risk assessment on the company's various operating activities, and set up a clear disciplinary system, and include integrity management in the employee performance appraisal and human resources policy.
There's no violation of the integrity management policy in 2021.

2. Reporting method

Singtex has always upheld integrity to conduct our business activities and we will not tolerate corruption or any form of fraudulent conducts. If you discover Singtex employees or representatives engaging in suspicious behaviors that may be in violation of the Company’s code of ethics, please report them to us, and we will forward the matter to the relevant authorities. Apart from legal requirement, we will ensure the absolute confidentiality of personal information you provide, and we will protect the information by adopting appropriate measures.
You are reminded that:

The information you provide including full name, phone number, and email will be used for the purposes of investigating the grievances during the investigation period. If necessary, Singtex may forward your personal information to our subsidiaries.
You may not knowingly fabricate facts in your report, if you are proven to have intentionally falsified facts, you will be held legally liable.
To help the investigation and resolve the problem, it is imperative that you provide all the necessary information and documents. If the said information and documents are not complete, Singtex will not be able to conduct the investigation.
Relevant contact details provided to you by Singtex may not be disclosed to anyone, neither in whole nor in part. Apart from legal requirement, you may not file a lawsuit based on the contact details between Singtex and you, or use the said contact details for litigation purposes.

If you fully understand and agree with the above information, and you wish to file a grievance, please do so via our grievance email: invest@singtex.com

Communication between the Company's independent directors and accountants

The accountant must communicate the Company's financial status, overall operating conditions, internal audits, and law amendments to the independent directors at least twice a year.

Date	Communication item	Conclusion
2021/03/16	2020 parent company only financial statements, consolidated financial statements, and the latest law amendments	Independent directors and supervisors consent with the financial statements

Communication
2021/03/16 2020 parent company only financial statements, consolidated financial statements, and the latest law amendments Independent directors and supervisors consent with the financial statements

Internal audit

The Company’s audit office is an independent unit that reports directly to the board of directors. Besides attending the board meeting to present its report. the audit office must also report to the chairman, and senior executives from time to time.
The Company has an internal audit system, internal control system, and audit guideline in place. The following year’s audit plan is formulated based on the annual audit outcome and after various risk levels are identified. The audit plan is implemented after receiving approval from the board of directors. Any shortcomings discovered by the audit office are documented, tracked, and submitted to the management to assess the improvement outcome.
The Company and subsidiary organize an internal control system self-evaluation at least once a year. The outcome of the self evaluation is reviewed by the audit office before a consolidated report is presented to the board of directors and senior executives. This is used as the main basis for assessing the validity of the internal control system and for issuing the Statement of Internal Control.
Hiring and dismissing internal auditors: The internal auditors’ performance assessment must be conducted in accordance with the Company’s regulations and reported to the chairman. All recruitment and dismissal-related regulations are disclosed in the Company’s internal regulations web page.
Communication between the independent directors and internal auditors: The Company’s audit office will send the audit report to various independent directors before the end of next month and regularly report to the board of directors.

Date	Communication key points	Conclusion
2022/11/09	2022Q3 audit report	All independent directors agree with the audit outcome.
2022/08/08	2022Q2 audit report	All independent directors agree with the audit outcome.
2022/05/05	2022Q1 audit report	All independent directors and supervisors agree with the audit outcome.
2022/03/10	2021Q4 audit report	All independent directors and supervisors agree with the audit outcome.
2022/01/12	2021Q3 audit report	All independent directors and supervisors agree with the audit outcome.
2021/08/10	2021Q2 audit report	All independent directors and supervisors agree with the audit outcome.
2021/05/06	2021Q1 audit report	All independent directors and supervisors agree with the audit outcome.
2021/03/16	2020Q4 audit report	All independent directors and supervisors agree with the audit outcome

Communication
2022/11/09 2022Q3 audit report All independent directors agree with the audit outcome.
2022/08/08 2022Q2 audit report All independent directors agree with the audit outcome.
2022/05/05 2022Q1 audit report All independent directors and supervisors agree with the audit outcome.
2022/03/10 2021Q4 audit report All independent directors and supervisors agree with the audit outcome.
2022/01/12 2021Q3 audit report All independent directors and supervisors agree with the audit outcome.
2021/08/10 2021Q2 audit report All independent directors and supervisors agree with the audit outcome.
2021/05/06 2021Q1 audit report All independent directors and supervisors agree with the audit outcome.
2021/03/16 2020Q4 audit report All independent directors and supervisors agree with the audit outcome

Codes of Ethical Conduct
Procedures for Ethical Management and Guidelines for Conduct

Corporate Governance

Board of directors

Chen Kuo-Chin

Lai Mei-Hui

Wang Shu-Fen

Wang Ya-Kang

Chen Kan-Nan

Chen Sheng-San

Lin I-Pei

Huang Yao-Tang

Tsai Shu-Li

Li Chih-Chang

Implementation of diversification policy on the board of directors

Important company internal regulations

Ethical business management

Communication between the Company's independent directors and accountants

Internal audit

Thank you!