The negative impact of economic activities on the natural environment of the world is becoming more and more serious, and the deteriorating natural environment also has an increasing impact on human activities.
Green River Holding Co. Ltd. invests in the green economy industry, gathers group resources, and invests in social welfare and care for a long time; promises to implement transparent and honest management, continue to promote social responsibility, and contribute to the environment and the community.
|May 7, 2020||PLANTATION FOR NATIONAL TREE DAY||Green River Panels Trang (Thailand) Co., Ltd. participated to the plantation activities with Tachang municipal during National Tree day. We donated 200 plants of Trumpet flower and soil.|
|April 16, 2020||COOPERATIVE ACTIVITIES DONE WITH SAO KHUANMAO||Green River Panels Trang (Thailand) Co., Ltd. to get the masks fabricated by SAO Khuanmao. We support the coffee break to SAO staff at the traffic check point in order to encourage them to work for Covid 19 prevention.|
|April 16, 2020||SUPPORT TACHANG MUNICIPAL FOR PREVENTION OF COVID 19||Green River Panels Trang (Thailand) Co., Ltd.gave 100 packs of drinking water to Mr. Wittaya Tipmanee, head of Tachang municipal. The drinking water will be distributed to the persons who are under quarantine and the staff at COVID 19 check points in Bangklum district.|
|March 19, 2020||SUPPORT THE SEWING MACHINE TO KHUANMAO MUNICIPAL||The company donating 2 electric sewing machines and equipment for making sanitary masks to Khuanmao municipal. The masks will be distributed to the people in Khuanmao sub-district area and surrounding in order to prevent the spreading of corona virus (Covid 19).|
|March 19, 2020||SUPPORT THE SEWING MACHINE TO TACHANG MUNICIPAL||The company donating the electric sewing machines and equipment for making sanitary masks which will be distributed to the people in Tachang sub-district area and surrounding. We would like to be part of the corona virus spreading prevention.|
|January 10, 2020||PARTICIPATION OF CHILDREN’S DAY 2020||The company went to participate the children’s day organized by the schools in our district. We supported the gifts to them as below:
1. Yang-Ngam school: 2 bicycles.
2. Tachang school: 1 bicycles.
3. Klong Nokkatung: 3,000 THB of scholarship.
|December 20, 2019||PARTICIPATION OF RIVER CONSERVATION VOLUNTEER PROJECT||The Industrial Technology and Environment Promotion Division, Department of Industrial works organized a training on River Conservation Volunteer Project. Mr. Kittisak Saengthong and ER team represented Green River Panel (Thailand) Co., Ltd. joined the event. In this occasion, we signed the Memorandum of Cooperation River Conservation Volunteer Project at Lee Garden Plaza Hotel, Hat Yai.|
|Evaluation Item||Implementation Status||Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons|
|1. Establishment of ethical corporate management policies and programs
(1) Does the company have a Board-approved ethical corporate management policy and stated in its regulations and external correspondence the ethical corporate management policy and practices, as well as the active commitment of the Board of Directors and management towards enforcement of such policy?
(2) Does the company have mechanisms in place to assess the risk of unethical conduct, and perform regular analysis and assessment of business activities with higher risk of unethical conduct within the scope of business? Does the company implement programs to prevent unethical conduct based on the above and ensure the programs cover at least the matters described in Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies?
(3) Does the company provide clearly the operating procedures, code of conduct, disciplinary actions, and appeal procedures in the programs against unethical conduct? Does the company enforce the programs above effectively and perform regular reviews and amendments?
|V||(1) The Company has established the “Corporate Ethical Management Best Practice Principles”; it was first passed by the Board of Directors meeting on June 16, 2012, and improving and revising continuously. The Principle indicates the Company’s guidance of ethical management, as well as the active commitment of the Board of Directors and management towards enforcing such policy.
(2) The Company requests all managerial officers and all employees to not directly or indirectly receive illegal, unethical, or unreasonable gifts, treats, or illegal benefits during the commercial action process of the work scope.
(3) The Company has established a management dedicated unit in charge of the establishment of various relevant solutions and implementation of promotion and education of the philosophy and implementation of corporate ethical management of the Company.
|No major difference.|
|2. Fulfill operations integrity policy
(1) Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts?
(2) Does the company have a unit responsible for ethical corporate management on a full-time basis under the Board of Directors which reports the ethical corporate management policy and programs against unethical conduct regularly (at least once a year) to the Board of Directors while overseeing such operations?
(3) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it?
(4) Does the company have effective accounting and internal control systems in place to implement ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit the systems accordingly to prevent unethical conduct, or hire outside accountants to perform the audits?
(5) Does the company regularly hold internal and external educational trainings on operational integrity?
|V||(1) The Company may sign various contracts for different commercial activities and the personnel from legal department reviews the contract content and credit verification in order to prevent any unethical conduct.
(2) All of the businesses of the Company are operated based on an ethical commitment and according to the supervision of the rules of procedure for Board of Directors meetings.
(3) In the case where Directors and managerial officers are subject to conflicts of interest in decision making or transaction, they are recused from participating in the decision making and voting. In addition, the Company set up a physical grievance mailbox and website recommendation mailbox in order to operate, control, and prevent occurrence of conflicts of interest.
(4) The Company has established an accounting system and internal control system, and the internal auditor performs audits and reports to the Board of Directors according to the audit plan.
(5) The Company is committed to requesting managerial officers promote the ethical management philosophy in various meetings and daily routines, and also imposes punishments on illegal and unethical conduct according to the reward and punishment system in light of eliminating unethical conduct and to deeply convey the philosophy of ethical management to all employees.
|No major difference.|
|3. Operation of the integrity channel
(1) Does the company establish both a reward/punishment system and an integrity hotline? Can the accused be reached by an appropriate person for follow-up?
(2) Does the company have in place standard operating procedures for investigating accusation cases, as well as follow-up actions and relevant post-investigation confidentiality measures?
(3) Does the company provide proper whistleblower protection?
|V||(1) The Company set up communication channels including a physical grievance mailbox and website recommendation mailbox, provided to receive reports or complaints. In addition, the Company also established the reward and punishment system in order to impose punishment for violations against the regulations of ethical management.
(2) The Company handles reported misconduct followed the standard procedures and confidentiality measures from “The labour_relation_en_1975” and “The-Labour-Protection-Act-B.E.-2541”. Please refer to “Major Internal Policies” for the full text of the regulations.
(3) Presently, complaint and report events are received by the supervisor of the Management division and the Internal Audit Department. In addition, confidentiality and protection of whistleblower measures are adopted at the same time.
|No major difference.|
|4. Strengthening information disclosure
(1) Does the company disclose its ethical corporate management policies and the results of its implementation on the company’s website and MOPS?
|V||The Company’s Ethical Corporate Management Best-Practice Principles and the results of our implementation have been disclosed on the Company’s annual report, website (Chinese / English) and MOPS.||No major difference.|
|5. If the Company establishes its own ethical management best practice principles according to the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”, please describe the discrepancy between its operation and the Company’s ethical management best practice principles: To fulfill corporate social responsibility, the Company has established the “Ethical Management Best Practice Principles”. There are no major discrepancies between the operation status and the principles established.|
|6. Other important information to facilitate a better understanding of the Company’s ethical corporate management policies: The Company upholds the principle of ethical management and considers the demands of all stakeholders in order to gain recognition of the suppliers and customers, thereby ensuring the sustainable operation of the enterprise.|
|Promotion Item||Implementation Status||Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx-Listed Companies and cause thereof|
|1. Does the Company establish the governance structure for promoting the sustainable development and set up a unit that specializes (or is involved) in the promotion of sustainable development and did the board of directors authorize the senior management for handling such matters and the supervision status of the board of directors||V||The Company has assigned seed personnel of each department and the sustainable development responsible unit are in charge of the management and promotion of the execution of sustainable development and preparation of the sustainability report. The Company starts to report relevant work schedule and the implementation status to the board of directors quarterly in May 2022, in order to acquire opinions of the board of directors and to execute review and adjustment. The Company voluntarily issued a sustainability report on 2022.09.30.
The board of directors’ supervision expectation for the sustainable development shall include but not limited to: management policy, strategy and objective establishment, as well as review measures.
|No major difference.|
|2. Does the Company implement the risk assessment of environmental, social and corporate governance issues related to corporate operation and establish relevant risk management policies or strategies based on the principle of materiality?||V||For the risk assessment, responsive actions and handling status of relevant issues of the Company (including subsidiaries of the Group), please refer to Annual Report of the company
a) 6. Analysis and assessment of the risk matters for the most recent year and up to the printing date of annual report of VII. Review and Analysis of Financial Status and Financial Performance and Risk Management.
b) 3. Environmental Issues and 4. Social Issues of this paragraph.
c) please refer to Annual Report of the company, 4. Implementation of Corporate Governance of III. Corporate Governance Report.
The Company has issued the 2021 Sustainability Report 0n 2022.09.30 and the Company also performs review and defines material issues and relevant management policies according to relevant regulations.
|In the future, the Company will report the progress to the Board of Directors depending upon the actual condition.|
|3. Environmental issues
(1) Does the company establish proper environmental management systems based on the characteristics of their industries?
(2) Does the Company committed to achieving efficient use of resources and using renewable materials that produce less impact on the environment?
(3) Does the Company evaluate the climate change on the present and future potential risks and opportunities of the corporation and does the Company adopt relevant responsive actions?
(4) Does the Company statistically analyze the greenhouse gas emission, water usage and waste total weight over the past years and does the Company establish policies for reduction of greenhouse gas emission, reduction of water usage or other waste management?
|V||(1) The Company establishes environmental safety management regulations and sets up environmental management dedicated unit according to the industrial environment management standards of the country where the Company is located and based on the industrial characteristics. In addition, the Company also complies with the local labor safety and health regulations, public safety and building regulations and fire control regulations, in order to maintain the environmental health and safety control. In addition, the Company’s products also quality numerous environmental protection related international certificates.
a) Acquisition of Chain of Custody (CoC) certificate from Forest Stewardship Council (FSC), certifying that product wood raw materials comply with the forest governance concept and supervision with rigorous environmental protection, sustainable operation and ecological protection.
b) Products qualify the Total Volatile Organic Compounds (TVOC) and formaldehyde inspection compliance standards certified by the international SGS and China National Furniture and indoor Environmental Quality Supervision and Inspection Center, such that the health of consumers is considered and the emission of greenhouse gas is also reduced at the same time.
c) In 2019, the Company successfully developed the No Added Formaldehyde-based-resin (NAF) board, in order to reduce air pollution and also received the formaldehyde-free certificate issued by the U.S. CARE and EPA.
d) Qualified the toxic substance inspection certification for composite wood products formaldehyde control regulations under Title VI CARB Phase 2 of Toxic Substances Control Act (TSCA) of U.S. CARE and U.S. Environmental Protection Agency (EPA), thereby providing environmental quality assurance.
e) Acquired the Swiss SGS certification and the formaldehyde testing certificate complying with F-4 Star Standard of Japan Testing Center for Construction Materials (JTCCM).
f) Qualified the Japanese Industrial Standards (JIS) A5908 F-4 Star, F-3 Star and F-2 Star certifications.
(2) The production raw materials of the Company use the rubber woods, an economic crop from Thailand, which involves no deforestation and has no adverse impact on the environment. The Company has also acquired the certificate from the Thailand Rubber Wood Association stating that the product source of the Company is rubber wood products complying with sustainable development.
The Company is committed to environmental protection, and implements garbage resource classification, recycles wooden dust distributed in the area, and transforms waste gas into thermal energy for recycled use in the production progress in order to improve resource reuse rate. In addition, the Company also introduces high-efficiency motors and frequency converters in order to increase energy use efficiency. The Company also uses thermal imagers to monitoring the production equipment in real time in order to reduce the loss of energy.
Using diesel in order to reduce the carbon emission. Actual outcome: a total of approximately 148 tons of CO2 carbon emission was reduced in 2020 and a total of approximately 155 tons of CO2 carbon emission was reduced in 2021.
(3) The company is located in the south of Thailand. The rainy season from October to November may cause floods due to abnormal climate change, resulting in a shortage of rubber wood harvesting difficulties. Affect short-term price fluctuations. However, the company has both solid wood and particle board business, with a relatively complete wood distribution network, so rubber wood can be purchased in bulk, which has the advantage of raw material acquiring, compare to other competitors. The impact of climate change on the Company is relatively low.
(4) The Company organizes the Energy Saving Committee, and has been committed to the promotion of energy saving and carbon reduction policy as well as the promotion of paperless measure for a long period time. The Company promotes paper recycling and re-use and electronic documents are used to replace paper documents along with the implementation on online signing and approval, in order to respond to the office energy saving and carbon reduction. In addition, the Company also implements general waste resource recycle and the process is further enhanced through waste control system, and wastes are handled by qualified contractor for complete and through processing and treatment. The Company implements management and reduction of use on oil, gas, water and electricity, in order to achieve the energy saving, carbon reduction and greenhouse gas reduction policies (the statistical information covers all subsidiaries of the Group):
a) Environmental wood debris and dust are recycled as fuel in order to reduce the external purchase of wood and use of diesel, such that the carbon emission is reduced at the same time. To achieve the goal of environmental protection, energy factory technology is improved and modified to further include the “Wood Flour Burner” nozzle, in order to use the wood skin and wood flour as the dual fuel of waste recycled fuel. Actual outcome: a total of approximately 14,621.17 tons of CO2 carbon emission was reduced in 2019, a total of approximately 18,697.91 tons of CO2 carbon emission was reduced in 2020 and a total of approximately 27,190.211 tons of CO2 carbon emission was reduced in 2021.
b) The Company has additionally installed the automatic warehousing system, in order to reduce the CO2 generated by the use of forklift trucks. Waste gas is recycled as thermal energy in order to reduce the waste gas emission. Formaldehyde in the production waste gas is recycled and recused in order to achieve zero emission. Since 2018, the Company has implemented the wet electrostatic gas precipitator from Europe with performance superior to the national regulations of Thailand. In addition to the satisfaction of the environmental protection standards, the Company is able to achieve effective control effect on the PM 2.5 particles in the waste gas, SO3 acid fog, organic pollutants, heavy metal pollutants etc., in order to create a green economy with sustainable co-existence with the environment.
c) The Company has installed waste water quality online automatic detection system and water quality purification equipment. According to the water consumption statistical data of the Company: For 2019, 2020 and 2021, the water consumptions were 81,000 cubic meters, 92,000 cubic meters and 164,000 cubic meters, respectively.
d) According to the non-hazardous wastes total weight statistical data of the Company: The non-hazardous wastes total weights for 2019, 2020 and 2021 were 164 tons, 124 tons and 123 tons, respectively.
e) According to the industrial waste oil barrels and chemical barrels total quantity statistical data of the Company: For 2019, 2020 and 2021, the total quantities were 705 barrels, 2,300 barrels and 2,702 barrels, respectively.
|No major difference.|
|4. Social issues
(1) Does the company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights?
(2) Does the company have reasonable employee benefit measures (including salaries, leave, and other benefits), and do business performance or results reflect on employee salaries?
(3) Does the company provide a healthy and safe working environment and organize training on health and safety for its employees on a regular basis?
(4) Does the Company have an effective career capacity development training program established for employees?
(5) Does the company comply with laws and international standards with regards to the customer health and safety of products and services, customer privacy, marketing and labeling of products and services and did the company establish policies and reporting procedures related to consumer or customer rights and benefit protection?
(6) Does the company implement supplier management policies, requiring suppliers to observe relevant regulations on environmental protection, occupational health and safety, or labor and human rights? If so, describe the results.
|V||(1) The Company has established a management dedicated unit in order to perform works according to the regulations of the labor laws in the country where the Company is located and according to the organization and employee related regulations, policies, and activity plan, in order to protect the rights and benefits of employees. The human rights related policies have disclosed on the Company’s website. please refer to Annual Report of the company 5. Labor relations of VIIII. Human Rights Policy and Specific Management Program.
(2) The Company’s salary and compensation policy complies with relevant laws of the government, and the reasonable salary and compensation of employees is determined based on the employees’ educational background, experience, and work performance. The Company has established the Employee Performance Evaluation Regulations, and also specified the Reward and Punishment System. In addition to the consideration of employees’ work performance, the Company also evaluates the ethical conduct standard of employees in order to protect the corporate image of the Company and to comply with the required corporate social responsibility of the Company In addition, the Company also promotes education in meetings or employees’ training irregularly.
The Company implements the equal remuneration criteria for the same job duties and equal promotion opportunity for employees of different genders. In 2021, the number of female employees accounted for 28% of all employees, and the number of female supervisors accounted for 10% of all management staff. The Company emphasizes employees’ rights and welfare and also shares profit earnings with employees, as well as maintain excellent working environment. please refer to Annual Report of the company (8) Employee Bonus and Directors’ and Supervisors’ Compensation of 1. Capital and Shares of IV. Status on Financing of this Annual Report for Employee Compensation information. please refer to Annual Report of the company 5. Labor relations of V. Operation Overview of this Annual Report for other employee welfare.
(3) The Company establishes the dedicated occupational safety unit and is staffed with occupational safety personnel complying with the government license standards, and also inspects all items according to the plan as well as performs review and improvement, in order to ensure that the work environment provided complies with the regulatory standards. In addition, the Company also periodically organizes employee physical examination, work safety and environmental sanitation promotion. please refer to Annual Report of the company 8. Employee Working Environment and Personnel Safety Protection Measures of V. Operation Overview of this Annual Report.
(4) The Company follows the Skill Development Promotion Act and employee training program every year to implement safety, hygiene and vocation related training to employees in order to increase employees’ competency in terms of occupational skills. please refer to Annual Report of the company 5. Labor relations of V. Operation Overview of this Annual.
(5) The Company’s products are widely used in furniture and building materials and have qualified numerous international certifications and test qualification reports. The Company is committed to the reduction of organic compounds and formaldehyde volatilization, in order to achieve high quality particle boards and the sustainable development goals of eco-friendly, toxic free, healthy and clean environment, thereby protecting the health and safety of end consumers.
The Company has established the personal information protection regulations for managing and protecting customer privacy.
The Company and authorized dealers sign quality commitment letter and establish penalty clauses, and provide customer identification service, in order to ensure that customers receive the legitimate Green River boards and to eliminate any counterfeit products.
The Company provides the certificate from the Thailand Rubber Wood Association stating that the product source of the Company is rubber wood products complying with sustainable development to customers.
According to the characteristics and sales strategies of different products, the Company understands the customer and market demands in order to establish excellent customer relationship and diverse customer complaint channels (such as e-mail and communication software), thereby providing the most optimal services. In addition, the Company complies with relevant laws and international standard requirements during the execution of business.
(6) The Company establishes partnerships with suppliers based on the principle of equality and mutual benefit. In addition, the Company also implements audits irregularly in order to ensure the quality of supplies and operational requirements, thereby achieving the promotion of social responsibility.
|No major difference.|
|5. Does the Company stipulate standards or guidelines according to the internationally accepted report, prepare sustainability reports and reports for disclosing non-financial information of the furniture Company? Have the aforementioned reports obtained the assurance or guarantee opinions from a third verification unit?||V||All information of the Company adopts the transparency principle, in which several of information can be found on the MOPS. In addition, the Company has established the Company’s website, and relevant information of the Company will continue to be disclosed.
The company does not need to prepare an ESG report in accordance with laws and regulations. The company has voluntarily issued and publish the sustainability report on 2022.09.30.
|The company does not need to prepare a CSR report in accordance with laws and regulations.|
|6. When the Company establishes its own principles for sustainable development according to the “Sustainable Development Best Practice Principles for TWSE/TPEx-Listed Companies,” please describe the difference between its operation and the rules established: The Company has established the “Corporate Social Responsibility Best Practice Principles” of the Company in the board of directors’ meeting held in December 2013, and continue to review and revise. In order to enhance the implementation of corporate social responsibility. The Company examines the execution status according to the principles and implements improvements accordingly. There has been no occurrence of material difference yet.|
|7. Other important information to facilitate the understanding of the execution status of promotion of sustainable development:
(1) The Company is dedicated to become an outstanding corporate citizen, and the Company continues to care for the education of disadvantaged groups, construct educational resource sharing, promote industry-academic cooperation, and outstanding talent cultivation. In addition, the Company also organizes various public welfare activities for socially disadvantaged group care, community medical health educational resource subsidies, and elderly care, etc. The public welfare activities span across the Songkhla region, Thailand, where the Company located and surrounding areas, and the beneficiaries include all major colleges and universities, local junior high and elementary schools, non-profit-seeking social organizations, and the general public. The Company also encourages employees to jointly participate in social welfare activities in order to assist employees to maintain physical and mental health as well as a work life balance, thereby achieving growth with the Company together. The Company allocates budget in scholarship and senior citizen care programs every year: (1) in 2021, the company provide low-income student scholarship and outstanding student scholarship is 655 thousand Baht. The Company cooperate with schools and government institutions, including the selection process and provide the scholarship on time. The Company hopes to assist the students with financial aid and encourage them to concentrate on their studies. (2) In 2021, the budget for the senior citizen caring program is 660 thousand Baht. The Company provide food and groceries support for the elderly via monthly visits. The total amount of donation and related CSR activities in 2021 was NTD 1,879 thousand.
(2) The Company offered care to citizens in the southern Thailand region that suffered from flooding, and donated resources and assisted in the reconstruction of homes, as well as actively participated in subsequent care works.
(3) Since 2015, the Company has consecutively received various social welfare awards and social welfare service awards from the central government and local government. The Company seeks to attract people sharing the same notion to be committed to the care of socially disadvantaged groups. In addition, through the integration of government and local social resources along with the teamwork development model, the Company creates an organization operated based on innovation and human culture.
(4) The Company has qualified the new version of ISO 9001:2015 certification.
(5) To control environmental pollution, the Company has also installed relevant environmental protection equipment: waste water quality online detection system, water quality purification equipment, wet electrostatic precipitator system and Formaldehyde recycle system, etc.
|Evaluation Item||Implementation Status||Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons|
|1. Does Company follow the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” to establish and disclose its corporate governance practices?||V||The Company has established “the Corporate Governance Best Practice Principles” in order to construct an effective corporate governance structure, to protect the interests of the shareholders, to strengthen the functions of the Board of Directors, to exploit the functions of independent directors, to respect the interests of stakeholders, and to improve information transparency, etc. in order to achieve important corporate governance principles.
In addition, the Company has established relevant corporate governance principles, including such as: “Rules of Procedures for Shareholders Meetings”, “Regulations Governing Procedure for Board of Directors Meetings”, “Regulations for Election of Directors”, “Regulations Governing Remuneration Committee Operation”, “Regulations for Preventing Insider Trading”, “Rules Governing the Scope of Powers of Independent Directors”, “Regulations Governing Establishment of Internal Audit Systems”, “Code of Ethical Conduct”, “Ethical Corporate Management Best Practice Principles”, and “Corporate Social Responsibility Best Practice Principles”. In addition, the Company releases material information of the Company according to relevant laws, and periodically discloses financial and non-financial information. The Board of Directors also follows the responsibilities assigned by the shareholders in order to lead the operation of the Company and to effectively achieve the management function of supervising the management level.
|No major difference.|
|2. Company’s Ownership Structure and Shareholders’ Equity
(1)Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure?
(2) Does the company possess the list of its major shareholders as well as the ultimate owners of those shares?
|V||(1) The Company has entrusted a professional stock agency institution to handle the stock affairs, and has hired a spokesman and deputy spokesman to handle the suggestions, doubts, disputes, and litigation matters of shareholders, and to actively handle shareholders affairs along with relevant departments depending upon the needs.
(2) The company possess the list of its major shareholders as well as the ultimate owners of those shares at all times and maintains excellent relationships with major shareholders.
(3) The Company has established relevant control mechanisms in the internal control system of the Company and the “Regulations Governing Related Party Transactions” according to the laws.
(a) The directors of the company issued a declaration of willingness to comply with the SEC law when they were elected.
(b) The company will receive a non-disclosure agreement When hires a new employee.
(c) The Company has established the “Management System for Preventing Insider Trading” and “Code of Ethical Conduct” in order to regulate all employees, managers, and directors of the Company as well as any person who has learned the information by reason of occupational or controlling relationship to prevent any conduct possibly involving insider trading, and the Company also implements periodic audits and educational promotion. In addition, the Company arranges related courses in our orientation training for new employees and managers.
(d) The company provides the latest laws and regulations for insiders every year, arranges relevant courses, and reminds directors not to trade in the company’s stock during the closed period at the board of directors meeting from time to time.
|No major difference.|
|3. Composition and Responsibility of the Board of Directors
(1) Does the Board establish a diversity policy and specific management objectives, and how does the implementation?(2) Does the company voluntarily establish other functional committees in addition to the Compensation Committee and the Audit Committee?
(3) Does the company establish a standard to measure the performance of the Board, and implement it annually? And submitting the results of performance assessments to the board of directors and use them as reference in determining compensation for individual directors, their nomination and additional office term.
(4) Does the company regularly evaluate the independence of CPAs?
|V||(1) The composition of the members of the Board of Directors of the Company considers the operation of the Company, business model, and development requirements. According to the “Corporate Governance Best Practice Principles” disclosed on the Company’s website and MOPS, the composition of the board of directors shall be determined by taking diversity into consideration. And that an appropriate policy on diversity based on the company’s business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
The members of the Board of Directors should be diversified and possess the below skills:
Please refer below table for the experience and professional ability of the members of the Board of Directors.
The Company has seven directors, including three independent directors, and one of the independent directors is female. The professional backgrounds of the Board Members include management, scientific/engineering, financial, environment fields, etc., and their profiles cover chairman, managers, and professors. The Board Members with diverse knowledge, including industry and academic fields, match the Company’s diversity goal. Therefore, Directors can provide professional opinions in different aspects, beneficial to the company’s business performance and management efficiency.
Specific management objectives of the company’s diversity policy:
(2) Presently, the Company has established the Compensation Committee and Audit Committee, and the Company will further establish other types of functional committees depending upon the actual operation status and according to the regulatory requirements.
(3) The Board of Directors of the Company passed the procedures of performance evaluation of the Board of directors on 2019/12/25. In accordance with the procedure, the Company assesses the Board’s performance annually and submits the performance evaluation results to the Board of directors, using them as a reference in determining compensation and nomination for individual directors. Please refer to (1) Board of Directors Implementation Status of 4. Corporate Governance Operation Status of III. Corporate Governance Report in this Annual Report for 2021 performance evaluation criteria and results.
(4) The Company assesses the suitability of the CPA yearly; the criteria and major content are listed below:
Professionality- the service quality and timeliness from the CPA meet the needs.
independency-the CPA does not hold shares of the Company or any affiliate of the Company
Interest avoidance-the CPA does not co-invest or share interests with the Company or any affiliate of the Company.
Rotation- As of the latest certification, the CPA has never provided the Company with the audit service for consecutive 7 years.
The Company shall obtain the CPA independence declaration with the assessment submit to the Board of directors together.
The annual assessment and CPA independence declaration of 2020 and 2021 has submitted to the Board of directors on 2021/03/24 and 2022/03/25, respectively.
|(1) No major difference.
(2) No major difference.
(3) No major difference.
(4) No major difference.
|4. Does the Company appoint competent and appropriate corporate governance personnel and corporate governance officer to be in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors and supervisors, assisting directors’ and supervisors’ compliance of law, handling matters related to board meetings and shareholders’ meetings according to law, and recording minutes of board meetings and shareholders’ meetings)?||V||(1) The Company assigns a department or personnel to be responsible for corporate governance related affairs.
(2) The main responsibilities of the corporate governance unit is to handling matters relating to board meetings and shareholders meetings according laws, producing minutes of board meetings and shareholders meetings, assisting in onboarding and continuous development of directors, furnishing information required for business execution by directors and assisting with legal compliance.
(3) The Implementation in 2021 is as follows：
|No major difference.|
|5. Does the company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), as well as handle all the issues they care for in terms of corporate social responsibilities?||V||The Company establishes communication channels with the corresponding banks, creditors, employees, customers, and suppliers, and also respects their legitimate rights and benefits. In addition, the Company’s website has also established an investor section and stakeholder section. Furthermore, the spokesman and deputy spokesman act as the communication channel of the Company to the outside in order to properly respond to relevant issues.||No major difference.|
|6. Does the company appoint a professional shareholder service agency to deal with shareholder affairs?||V||The Company designates the Stock Affairs Department of Taishin Securities Co., Ltd. to handle stock affairs and shareholders’ meeting related affairs.||No major difference.|
|7. Information Disclosure
(1) Does the company have a corporate website to disclose both financial standings and the status of corporate governance?
(2) Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)?
(3) Does the Company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the first, second and third quarter financial statements as well as the operating status of each month before the prescribed deadline?
|V||(1) The Company discloses relevant financial business, corporate governance information, and material information on the Market Observation Post System (MOPS), and has also set up dedicated sections on the Company’s website (including Traditional Chinese, English, and Simplified Chinese) to disclose relevant information.
(2) The Company assigns dedicated personnel to be responsible for the collection and disclosure of the Company’s information and to announce and report relevant information on MOPS, and the Company also establishes the spokesman system to be responsible for providing explanations to the outside in order to ensure that information possibly affecting the decision making of the shareholders and stakeholders to be timely and appropriately disclosed. Relevant information of the investor conferences organized or participated in by the Company has been published on the Company’s website and MOPS.
(3) The Company follows relevant laws and regulations to announce and report the annual financial statements based on the prescribed deadline, as well as the quarterly financial statements and the operating status of each month.
|(1) No major difference.
(2) No major difference.
(3) The Company follows relevant laws and regulations to announce and report the financial statements and operating outcome based on the prescribed deadline.
|8. Does the Company have other important information (including but not limited to employees’ benefits and rights, employee care, investor relationships, supplier relationships, rights of stakeholders, educational training status of Directors and supervisors, implementation of risk management policy and risk measurement standards, customer policy implementation status, purchase of liability insurance for Directors and supervisors of the Company, etc.) helpful to the understanding of the corporate governance operation status of the Company?||V||(1) Employees’ Benefits and Rights: The Company has established the employee handbook and company welfare policy. The content of such handbook and policy specifies the rights and obligations as well as welfare items of the employees in order to protect the rights and benefits of employees.
(2) Employee Care: The Company encourages employees to participate in various educational trainings, provides labor insurance and group insurance, periodically organizes employee health examinations, etc., establishes excellent interaction with employees, and values the rights and benefits of employees.
(3) Investor Relationships: The Company convenes shareholders meetings according to the Company Act and relevant laws in order to provide sufficient opportunities for submission of proposals by shareholders. In addition, the Company has also set up a spokesman and contact window to handle questions raised by investors. The Company has established the investor section on the Company’s website (including Traditional Chinese, English, and Simplified Chinese) and also discloses company financial and business information on MOPS according to the laws. Furthermore, the Company irregularly organizes or participates in investor conferences in order to protect the rights and benefits of investors, as well as to fulfill corporate responsibility for shareholders.
(4) Supplier Relationships: The Company maintains long-term and excellent collaboration relationships with main suppliers.
(5) Rights of Stakeholders: Stakeholders may communicate with and make suggestions to the Company in order to maintain their legitimate rights and benefits.
(6) Status on Educational Training of Directors and Supervisors: The Directors of the Company have all participated in corporate governance related courses. In addition, the Company has no supervisors.
(7) Implementation Status of Risk Management Policy and Risk Measurement Standards: The Company focuses on its core business and cooperates with the launch of all policies related to the laws, and also establishes operation of various standards to implement regulations in light of reducing and preventing any possible risks.
(8) Implementation Status of Customer Policy: The Company assigns dedicated personnel to handle customer complaints, and also properly determine the cause of issue and accountability in order to ensure service quality to customers.
(9) Status of Liability Insurance Purchased by the Company for the Directors and Supervisors: The Company has purchased liability insurance for all Directors.
|No major difference.|
|9. Please provide explanation on the improvement status of the corporate governance evaluation announced by the Taiwan Stock Exchange (TWSE) in the most recent year, and provide priority enhancement and measures for matters yet to be improved.||V||According to the 8th Term (2021) Corporate Governance Assessment Result announced in April, 2022, the Company’s participation assessment score received is at the first tier of 36%-50% of the corporates.
(1) Matters Not Received for Scores and Already Improved: Does the Company disclose the amounts of the non-audit fees paid to the attesting CPA and to the accounting firm to which they belong and to any affiliated enterprises as well as the details of non-audit services in the annual report? The Company discloses the amount and the nature of non-audit services in this annual report.
(2) Priority Enhancement and Measures: Does the Company upload the shareholders’ meeting notice in English to the MOPS website thirty (30) days prior to a regular shareholders’ meeting? The Company will assign the competent unit to prepare the notice and upload it within the deadline.
|No major difference.|
Labor policy and Various Employee Benefit Protection Measures Status
- Disallows the employment of minors under the age of 15. Disallows the employment of forced, bonded (includes debt bondage), indentured or involuntary labors.
- Working time conforms to standard labor laws.
- Employee salaries and benefits paid comply with all applicable laws and regulations.
- Respects human rights and administers humane workplace management. Employees should not be corporally punished, threatened, insulted, harassed, abused, or inhumanely treated by any means.
- Employs, promotes, rewards, and trains employees with equal rights and opportunity regardless of race, color, age, gender, sexual orientation, disability, nationality, pregnancy, religion, political background, community member, marital status, or other forms of discrimination defined by the law.
- The Company values two-way communication and is committed to providing open and transparent communication channels between supervisors and employees as well as between employees. To listen to the opinions and voices from employees, the Company establishes labor management negotiation meetings in order to provide one-way and two-way windows for employees and supervisors as well as managers to communicate.
The Company also organizes monthly meetings and promotes Company policy in order to allow employees to directly reflect all issues, thereby establishing a fair and effective communication mechanism to understand employees’ thoughts and to set up dedicated personnel to handle the issues fed back by employees In a timely manner, in order to achieve labor management harmony to jointly reach the win-win goal for the enterprise and employees. The Company sets up dedicated personnel to manage various rules, system regulations, and employee reward and punishment codes in order to allow employees to clearly understand their own rights, obligations, and welfare items. In addition, through periodic timely review, relevant regulation content is revised in order to protect the rights and benefits of employees.
Continuously develop environmental issues, energy efficiency and concern for greenhouse gas emissions.
The Company continues to improve on environmental protection issues, and recover environmental wood powder and waste gas for recycling and reuse. In addition, the Company also enhances energy factory and drying equipment insulation, and uses degraded boards of PB as packaging materials. Such degraded boards can also be recovered as production raw materials. The above technique is able to effectively reduce the waste of resources.
Comply with laws and regulations concerning occupational safety and health and environmental protection affairs. Manage and fulfill related responsibilities while continuously making improvements.
In July 2011, the Company received the Environmental Good Governance Award issued by the Ministry of Industry in Thailand.
The Company continues to optimize waste water sludge removal and waste gas filtering system. Consequently, in May 2018, the Company activated the wet electrostatic precipitating system from Europe that is ahead of the regulatory requirements specified in the laws and regulations of Southeast Asia and Thailand. In addition to the satisfaction of the environmental protection standards, the Company is able to achieve an effective control effect on PM 2.5 particles in the air, SO3 acid fog, organic pollutants, heavy metal pollutants, etc., in order to create a green economy with sustainable co-existence with the environment.
Unwavering support measures that helps promote healthy living and mitigate occupational and environmental hazards. Strive to participate in health management and pollution and disaster prevention.
1. According to the work regulations, implement and execute facility site electricity, elevator, machine unit, fire prevention, water tower, and water dispenser etc. equipment periodic maintenance and care plan in order to maintain personnel safety.
2. Entrust the local health office to perform plant site cleaning and disinfection operations every year.。
3. Entrust a qualified professional institution to handle fire prevention and escape training, and disaster prevention and countermeasures practical drills once a year.
4. Prepare employment safety equipment (safety helmets, safety boots, masks, gloves, reflective vest…).
5. Entrust qualified medical hospitals and clinics to perform periodic health examinations annually, and request the Health Bureau/Office to assign personnel to provide supervision in order to maintain the health examination quality.
6. Organize courses of pressure (emotion) management, communication skill, and creative thinking, etc., hold lectures of mental accommodation and Knowledge Enhancement ; and occupational injury prevention courses, etc.。