Corporate Governance
operations
The company's governance principles adhere to the principles of the Corporate Governance Best Practice Principles for Listed and OTC Companies, ensuring the protection of shareholder rights.
- Safeguarding shareholders' rights and interests.
- Strengthening the functions of the board of directors.
- Fulfilling the role of the audit committee.
- Respecting the rights and interests of stakeholders.
- Improving information transparency.
According to the regulations of establishing internal control system processing guidelines for public companies, considering the overall operational activities of the company and its subsidiaries, an effective internal control system is established. It should be regularly reviewed to adapt to changes in the internal and external environment of the company, ensuring the continued effectiveness of the design and implementation of the system.
The board of directors and management review the self-inspection results of each department and the audit reports from the auditing unit annually. The audit committee provides oversight.
The 2025 corporate governance operations and implementation status report was presented to the board of directors on 2025/12/18.
Related links: Corporate Governance Best Practice Principles
Sustainability Promotion and Implementation Status
Billion established a Sustainable Development Committee in December 2022, with the General Manager (Director) as the chairman, and in November 2024, it was reorganized into four groups, namely corporate governance, environmental protection, social responsibility, sustainable risk management and information disclosure, which are coordinated and responsible for formulating policies to promote corporate governance and the development of sustainable environment, and regularly carry out implementation results and continuous improvement, and report the implementation situation and implementation performance to the Board of Directors on a quarterly basis.
The Company has conducted risk assessments on environmental, social and corporate governance issues relevant to its operations in accordance with the SASB materiality principle. Related risk management policies or strategies are established based on the assessed risks.
The 2025 Sustainable Development Committee reported its operational status to the Board of Directors on the following dates (2025/2/27、2025/5/8、2025/8/7、2025/11/6、2025/12/18).
Relevant links: ESG Best Practices Principles, Sustainable Governance
Integrity Management Policies and Implementation
Billion has always upheld integrity, transparency, and accountability in its business operations. The company has gradually established integrity-based policies and robust corporate governance and risk management mechanisms to build a sustainable development environment. In recent years, following international trends and government efforts to prevent internal corporate fraud and corruption and promote integrity in business operations, the Board of Directors has adopted the “Integrity Management Code of Conduct,” “Integrity Management Implementation Procedures and Code of Conduct,” “Code of Ethical Conduct,” and “Regulations for Handling Whistleblowing of Illegal and Unethical or Dishonest Conduct” with reference to the UN Convention Against Corruption, UNCAC Enforcement Act, Ministry of Justice’s National Integrity Building Action Plan, and the Financial Supervisory Commission’s Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. This is to implement integrity policies concretely and establish an integrity-based corporate culture.
The Legal Department is in charge of integrity management. The “Integrity Management Task Force” established under the “Sustainability Committee” chaired by the General Manager is fully responsible for formulating and supervising the implementation of integrity policies and prevention programs. The Legal Department head serves as the convener. Work includes regularly reviewing and amending relevant integrity regulations for board approval, promoting integrity education, and signing Integrity Statements and Employee Integrity Commitments. The task force regularly tracks and reviews implementation effectiveness, reporting implementation status to the board of directors at least once a year.
The 2025 integrity management implementation status report was presented to the board of directors on 2025/12/18.
Related links: Billion Group Integrity Management Policy
Implementation of Human Rights Policy
Billion's human rights policy and specific programs are formulated with reference to international conventions and domestic and foreign human rights norms including the Universal Declaration of Human Rights, UN Global Compact (UNGC), UN Guiding Principles on Business and Human Rights (UNGPs), and International Labor Organization (ILO) conventions. The scope covers the company's personnel, business partners, suppliers or contractors.
Specific management measures include providing a safe and healthy work environment, equal and non-discriminatory workplace, freedom to work, working hours, wages, bonuses and benefits, prohibition of child labor, business ethics and morals.
In line with the above human rights policy, the group has established relevant human resource regulations and systems, such as the "Sexual Harassment Prevention and Handling Measures", "Measures for Preventing Unlawful Infringement when Performing Duties", dedicated hotline and email for whistleblowing, to provide employees with a discrimination and harassment-free work environment. Supplier evaluations also cover social responsibility and ethical management (ESG) items, inquiring about increasing local procurement, working hours not exceeding local legal limits, prohibition of bribery or other improper benefits, no use of child labor in any manufacturing process, and ensuring no conflict minerals from Congo and surrounding regions are used in products.
The 2025 Human Rights Policy implementation status report was presented to the board of directors on 2025/12/18.
Risk Management Policy
The highest unit responsible for the Company's risk management is the Board of Directors (Audit Committee). On 8/3/2023, the Audit Committee reviewed and approved the “Risk Management Policies and Procedures” which were then submitted to the Board of Directors on 8/3/2023 for approval before implementation.
Billion's risk management organizational structure includes the Board of Directors, the General Manager's Office, various functional units and internal audit, and the risk management process includes: risk identification, risk measurement, risk monitoring, risk reporting, and risk response.
Billion’s risk management operates as follows:
In accordance with the risk control process—risk identification, risk assessment, and risk response—Billion identified seven risks under three major risk categories in 2025. Appropriate risk response measures were adopted to address these risks in a cost-effective manner, enabling proactive risk mitigation and control throughout operational activities. The outcomes also serve as a reference for internal auditors to evaluate the effectiveness of risk management implementation.
In accordance with the risk management policy and procedures, Billion shall report its risk status to the Board of Directors at least once a year.
The 2025 risk management operations report was presented to the Board of Directors on 2025/12/18.
Relevant Link: Risk Management Policies and Procedures
Information Security Management
In 2023, the Company established an "Information Security Committee" chaired by the General Manager, responsible for ensuring the effective operation and continuous improvement of the information security management system. The Information Security Committee consists of the General Manager, Chief Information Security Officer and information security personnel, responsible for formulating internal information security policies, planning and implementing information security operations and promoting and implementing information security policies, and regularly reporting the company's information security governance status to the Sustainability Committee and Board of Directors.
Information Security Certification: On 8/29/2023, external audit confirmed that the company meets the ISO/IEC 27001:2022 Information Security Management System standards and obtained a valid certificate effective from 2023/08/29 to 2026/08/29.
The 2025 information security management operations report was presented to the Board of Directors on 2025/11/6.
Relevant Links: Information Security Management Policy and Measures
| Information Security Management Operations Report | Certificate |
|---|---|
| 2025 | ISO/IEC 27001:2022 |
| 2024 | |
| 2023 |
Intellectual Property Management
To protect R&D results and reduce operational risks, the Company complies with intellectual property laws and regulations and establishes an intellectual property management plan to strengthen competitive advantages and improve the quality of technical R&D. This serves as the decision-making and implementation guidelines for handling internal intellectual property matters, with the goal of continuous improvement. It is expected that in the future, this can assist the Company in leveraging intellectual property commercialization strategies for profitability, business development planning, attracting external investment, and enhancing brand value.
On 8/3/2023, the Board of Directors approved the "Billion Group Intellectual Property Management Plan". On 11/10/2023, the "Intellectual Property Management Measures" were approved by the Board to protect and effectively manage the Group's intellectual property R&D results, reduce operational risks, strengthen competitive advantages, and improve R&D quality, in order to achieve intellectual property management policies and operational objectives.
The intellectual property management operations status is reported to the Board of Directors at least once per year.
The 2025 intellectual property management operations report was presented to the Board of Directors on 2025/12/18.
Prevention of Insider Trading
On 5/9/2023, the Company's Board of Directors approved and disclosed the "Insider Trading Prevention Management Procedures" on the company website.
The operating procedures include:
- The Company's directors, managers, and natural persons designated to exercise powers pursuant to Article 27, paragraph 1 of the Company Act may not trade the company's stocks during the 30-day period before the annual financial report announcement or the 15-day period before each quarterly financial report announcement.
- After arranging the board meeting schedule for the following year, the Company's administration department shall clearly notify regulated persons of the prohibited trading periods according to the preceding paragraph.
- When regulated persons report their shareholdings of the previous month each month, the Company's stock affairs department shall track their compliance.
Relevant Link: Insider Trading Prevention Management Procedures
Independent Auditor's Statement
The Company's audit committee evaluates the independence and suitability of the engaged certified public accountant (CPA) annually. In addition to requiring the CPA firm to provide an "Independence Declaration" and "Audit Quality Indicators (AQIs)", an assessment is also conducted based on independence standards and AQI benchmarks.
It has been confirmed that apart from certification and tax filing fees, the CPA has no other financial interests or business relationships with the Company. The CPA firm's family members also do not violate independence requirements. Referencing the AQI information, it has been determined that compared to industry peers, the CPA firm has more items that are superior to or on par regarding professionalism, quality control, independence, oversight, innovation, etc. External inquiries have not revealed any disciplinary cases involving the CPA firm in recent years.
The most recent annual evaluation results regarding the independence and competence of the certified public accountant were reviewed and approved by the Audit Committee on February 27, 2025, and subsequently approved by the Board of Directors on the same day.
Board Member and Key Management Succession Planning
The election of the Company's directors adopts a nominated candidate system in accordance with the "Articles of Incorporation" and specifies that board composition should consider diversity in the "Corporate Governance Best Practice Principles", "Board Member Diversity Policy", and "Director Election Regulations". Diversity policies are formulated based on the Company's operations, business model, and development needs. The structure of the board of directors is determined based on the Company's business scale, development, and shareholding status of major shareholders, taking into account practical operational needs.
The election of the Company's directors adopts a nominated candidate system in accordance with the "Articles of Incorporation" and specifies that board composition should consider diversity in the "Corporate Governance Best Practice Principles", "Board Member Diversity Policy", and "Director Election Regulations". Diversity policies are formulated based on the Company's operations, business model, and development needs. The structure of the board of directors is determined based on the Company's business scale, development, and shareholding status of major shareholders, taking into account practical operational needs.
The 2025 report on the performance of the Board members and key management personnel was presented to the Board of Directors on 2025/12/18.
Relevant Link: Board Member and Key Management Succession Planning
Identification and Communication with Stakeholders
To fulfill the goals and vision for sustainability, the Group follows the GRI Standards 2021 for stakeholder identification and references peer stakeholder types. Together with on-site colleagues, connectivity with various stakeholder types was discussed and confirmed.
Following identification by external experts and internal consultations, six categories of stakeholders have been confirmed for 2025: employees and other workers, shareholders and other investors, customers, suppliers and contractors, banking institutions, and the media.
The Company values stakeholder opinions and provides diverse communication mechanisms for interaction, understanding stakeholder needs, expectations of the Company, and topics of concern regarding sustainability through various channels. In addition to timely responses, the Company also uses stakeholder opinions and results as a reference for promoting corporate social responsibility and sustainability plans.
Stakeholder questionnaires are available on the corporate website to widely gather opinions on the "ESG Sustainability Report" content as a reference for the Company's ESG improvements. Topics cover corporate governance, financial performance, risk management, methods and effectiveness of stakeholder communication, codes of conduct (e.g. anti-corruption, confidentiality policies and violations), customer relationship management, innovation management, supply chain management, carbon management, green product management, hazardous substance management, water resource management, environmental performance, labor indicators, HR development, talent attraction and retention, corporate citizenship and charity, occupational safety and health, labor relations, employee benefits, talent training and education, human rights - 22 topics in total.
The Company's 2025 stakeholder communication status, including the significance of stakeholders, priority issues of concern, communication channels/frequency, communication effectiveness, etc. is disclosed in the Stakeholder Relationships section of the ESG website.
The Stakeholder Identification and Communication Operations Report was presented to the Board of Directors on 2025/12/18.
Compensation for Billion’s senior executives includes base salary, bonuses, and profit-sharing. Executive performance and the reasonableness of compensation are reviewed and approved annually by the Compensation Committee and the Board of Directors.
To support Billion Group’s sustainability vision and long-term strategy, starting in 2024 Billion has incorporated environmental, social, and governance (ESG) indicators into the performance evaluation of senior executives who serve on the Sustainability Development Committee. ESG performance is also directly linked to executive compensation.
Through this approach, Billion aims to strengthen senior management’s accountability and leadership in driving sustainable development. By aligning ESG performance with compensation and incentive mechanisms, Billion encourages its leadership team to pursue stable business growth while actively fulfilling responsibilities to society and the environment, working together toward a more sustainable future.
