Attaching great importance to corporate governance and pursuing sustainable growth and ethical management, Oneness Biotech continues to strengthen the corporate governance structure with an effective internal control system and adheres information transparency. In 2020, the Company appointed the “Human Resource Department” as the unit of ethical management. The department is responsible for the formulation and implementation supervision of the ethical management policy and the related preventive solutions. It shall provide education and training courses regarding ethical management and the prevention of corruption and insider trading. It shall, at least once a year, report to the Board of Directors about how the ethical management policy and solutions for preventing unethical conduct have been executed in that year.
On April 12, 2023, the Board of Directors approved the manager of the Finance Department Ms. Hong-Chien Chen as the Corporate Governance Officer, who is responsible for affairs related to corporate governance, safeguarding shareholders’ rights and interests, and strengthening the functions of the Board of Directors. The Corporate Governance Office shall also propagate the Ethical Corporate Management Best Practice Principles and the related regulations to the members of the Board of Directors.
Report on the Implementation of the Ethical Management Policy
- Based on the “Ethical Corporate Management Best Practice Principles” and the “Codes of Ethical Conduct”, all members of the Company, including the Board of Directors and the managers, are required to implement the ethical management policy actively.
- To ensure the legitimacy of collaborating agents, suppliers, customers, or other counterparties, and that none of them engage in unethical conduct, the related reviews shall be performed before signing the contracts. If any unethical conduct is found after the contract is signed, the contract shall be terminated or rescinded at once. In 2022, there was no corruption or unethical conduct, and the Company made no political donation.
- Each department conducts self-check and evaluation of legal compliance. Internal Audit Department conduct audits to ensure the whole operation mechanism works effectively, manage and prevent unethical jointly.
- The execution of ethical management in 2022
(a) Arranged by the Finance Department, Directors and Managers took part in the courses related to corporate governance and ethical management at least six hours, such as “Corporate governance and securities laws and regulations” , “Case study of identification and disclosure of related parties”, and “Insider stake promotional seminar to the OTC and emergent market listed companies”. Directors and Managers were also invited to join the course for Inside trading and Money Laundering Control held by the Company.
(b) When getting onboard, for duty, new recruits receive education and training on the Ethical Corporate Management Best Practice Principles. Policies related to ethical management are announced as early as new employee orientation in order for employees to understand the Company’s Ethical Management Policy and the related regulations.
(c) Education and training on the Ethical Management Policy are conducted annually. In 2022, education and training were carried out to all employees in September on the topic “Employees’ IP concept and the protection of trade secrets”, in October on the topic “Inside trading and Money laundering prevention and awareness“ and in December “Trade secrets protection and IPR”. During the courses, actual cases were used to strengthen the concept of ethical management, to encourage the management and prevention of unethical conduct, and to emphasize the obligation of confidentiality concerning the Company’s intellectual property. To ensure that all the employees know and follow the related laws and regulations, an examination was applied to all. Only those with a score of 80 or above were deemed as passing the examination. A total of 455 employees were trained, with the total training hours of 602 hours.
(d) The contents of the education and training courses on the Ethical Management Policy are available on the internal training website for employees to receive make-up training or be retrained at any time, so the related concepts and matters that must follow can be propagated and emphasized to employees. - According to “Performance Management Policy” and the Performance Appraisal System, “Integrity” is one of the appraised items. All the colleagues are required to follow the Employee Code of Conduct and ethical management related policies and procedures. (e.g. Extract of Employee Performance Appraisal)
- According to “Employee Reward and Disciplinary Policy”, any unethical action and violation against Employee Code of Conduct or company policies and procedures, the disciplinary action will be proposed accordingly. The disciplinary action result will negatively impact the annual performance appraisal (Article 5.8 of the Policy) and the compensation of the employee.
Prevention of Insider Trading
Oneness Biotech has established the "Regulations for Prevention of Insider Trading", which specifies the scope of application, the people and matters being regulated, and the related operating procedures. The regulation is intended to prevent Directors, managerial officers, and other insiders from violating regulations related to insider trading either accidentally due to ignorance of such regulations or intentionally, in order to protect investors’ and the Company’s rights and interests.
In January of each year, Oneness informs the Directors of the date of the regular Board meetings and reminds the Directors not to trade Oneness shares during the closed period 15 days prior to the announcement of the quarterly financial statements and 30 days before the announcement of the annual financial statements.
Oneness Biotech has also adopted the “Whistleblowing Regulations”. According to the above, a whistleblower may report to the Company through reporting channels such as email (ONENESS_Audit@onenessbio.com.tw) and regular mail. The regulation further specifies the reporting process, protection of the reported data, punitive measures, and an award system for whistleblowers. Ethical related policies, explanations, and operating results are periodically disclosed in the ESG Report and on the Company’s website.
