Integrity Management
Integrity Management System and Implementation
Shih Wei Navigation upholds honesty and integrity and has established “Corporate Governance Best Practice Principles” “Procedures for Ethical Management and Guidelines for Conduct”, and “Codes of Ethical Conduct” to prevent offering or acceptance of bribes, illegal political donations, improper charitable donations or sponsorship, offering or acceptance of unreasonable presents or hospitalities, or other improper benefits. Relevant information is also publicized in the education & training for the personnel in the Company on a regular basis. Information of implementation status is also disclosed on the Company’s website, in the annual reports and the Public Reports.
Shih Wei Navigation’s Administration Department is in charge of the promotion of corporate integrity management, and the main responsibilities include ensuring relevant anti-fraud measures for integrity management, formulating the dishonest behavior prevention program, reducing the risk of unethical behavior in business, promoting the publicity and training of integrity policies, planning and implementing a reporting system, assisting the board of directors and the management to evaluate the implementation status, and reporting to the board of directors once a year in accordance with the "Procedures for Ethical Management and Guidelines for Conduct" approved by the board of directors. The Administration Department reported to the board of directors on the 2022 operation and implementation of integrity management on December 22, 2022. The board of directors has established various organizations and channels, such as the Audit Committee, Remuneration Committee, and the internal audits with the care of a good administer to prevent unethical behavior and ensure the implementation of the integrity management policy.
To implement integrity management and avoid frauds, Shih Wei Navigation has established an accounting system and an internal control system that are functioning normally. The auditors of the Company conduct audits in accordance with the audit plans on a regularly basis.
In 2022, the Company did not involve in any incidents related to fraud, insider trading, anti-competitive behavior, anti-trust and monopoly behavior, and market manipulation, nor were there any related legal proceedings and penalties. In addition, during the reporting period, the number of the fleet of Shih Wei Navigation to call at ports of the 20 most corrupt countries based on the Corruption Perceptions Index (CPI) published by the Transparency International (TI) was four.
Anti-corruption
It is stipulated in Employee Work Rules Shih Wei Navigation Co., Ltd, that all employees should be honest and upright. If an employee is found to be guilty of malpractice for personal gain, embezzlement of public funds, acceptance of bribes or other illegitimate interests, the labor contract of such employee shall be terminated to prevent the occurrence of corruption. The stipulations in the Employee Work Rules are announced during the New Employee Orientation Training.
The Company also implements a self-monitoring mechanism through the self-assessment of the internal control, and 100% of the employees in the Head Office received the audit. As of 2022, the Company and the internal personnel were not involved in incidents of corruption or fraud. The Employee Work Rules are uploaded onto the Company’s intranet for employees to refer to while the Ethical Corporate Management Best Practice Principles is available on both the Company’s intranet and extranet for related parties to refer to and comply with.
Prohibition of Insider Trading
The Company prohibits insiders such as the directors or employees to make profits by using unpublished information on the market to purchase or sell marketable securities. In addition, a monthly email reminding directors and other insiders not to trade their stocks during the closed period of 30 days before the announcement of the annual financial report, or during the close period of 15 days before the announcement of the quarterly financial report.
The Company conducts education, publicity, and training for employees every year and requires them to read the digital teaching materials on insider trading prevention and punishment. The content of the course includes the definition, purpose, and constituent elements of insider trading, its behavioral agent, abnormal situations, and violation handling to enable all employees and directors have a better understanding of the important internal information and the importance of insider trading prevention.
Education and Training
Shih Wei Navigation enables all employees to understand and comply with rules and regulations through the directors’ continuing education, employee education and training, and written publicity.
Training courses for new employees include ethics, management rules, and discipline-related contents. The Company’s corporate culture courses are organized and arranged for grassroots employees, mid-level and senior executives to participate in, and the training of the corporate integrity culture is conducted through meetings, emails, and e-newsletters.
In addition, new employees shall sign a confidentiality agreement upon employment to ensure the compliance with the Company’s relevant guidelines and system regulations.；General employee education and training is divided into internal and external education and training. If employees have training needs, they can submit application for training in accordance with regulations.
In 2022, a total of 3 sessions of education and training on integrity management and compliance were organized, with 16 participants and a total number of 44 training hours. There were no violations of integrity management throughout 2022.
Information Transparency
In order to promote information transparency and meet corporate governance requirements, we promptly provide information related to significant announcements and disclosures. We have also appointed a spokesperson to enhance the transparency and accuracy of external communications. Additionally, our company website is regularly updated with the latest information.
Whistleblowing System and Whistle-Blower Protection
Shih Wei Navigation has added and established an independent reporting email (legal@swnav.com.tw) in the Procedures for Ethical Management and Guidelines for Conduct, and the description of the investigation standard operating procedures and relevant confidentiality mechanism for reports accepted. Employees and internal and external personnel can report relevant violations of integrity management regulations or misconduct through mails.
The Company keeps the identity of the whistleblower and the content of the report confidential, and also implements protection measures for the whistleblower.
The whistleblower shall at least provide the following information:
- The whistleblower’s name, ID card number, and anonymous whistleblowing is also acceptable, and the whistleblower’s address, phone number, and email address
- The name of the person being accused or other information sufficient to identify the accused person’s identity and characteristics can be used for investigation
In terms of the fleet, we have posted contact information of designated personnel and head of every department in the bridge, the engine control room and other important public areas so that sea crews can make use of the contact information.
In 2022, there were no reporting cases received in the Head Office and the fleet.