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Integrity & Ethics
Governance and Responsibility
Honesty and integrity are fundamental values at SAS. To foster an environment grounded in ethical management, SAS has established comprehensive regulations and communication channels for all directors, executives, and employees. By implementing stringent management systems, the Company mitigates risks related to integrity while continuously adding value to customers and fulfilling its commitments to shareholders and stakeholders.
SAS maintains a zero-tolerance stance towards corruption, as stated in its “Anti-Corruption Policy”: no bribery, no acceptance of bribes, and no solicitation of bribes. This policy is detailed within the “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct,” which stipulate that employees are prohibited from offering, promising, requesting, or receiving improper benefits during business activities.
SAS has identified higher-risk units and personnel with elevated corruption risks at its Headquarters, Chunan Branch, Yilan Branch, and subsidiaries (GlobalWafers, Sunrise, and SGE) through the use of tools such as self-assessments, email monitoring, qualitative interviews, and donation reviews. Based on the assessment results, the Company prepares and submits an “Integrity Risk Assessment Report” on an annual basis. According to the 2025 assessment results, no systemic risks that could potentially lead to significant corruption were identified, and the existing prevention and control mechanisms were confirmed to remain effective and comprehensive.
In addition, considering that the sales and procurement departments, by the nature of their responsibilities, serve as frontline external-facing units and are therefore exposed to a greater number of internal and external incentives and opportunities for unethical conduct (such as money, gifts, services, entertainment, and facilitation payments), SAS has incorporated anti-bribery and anti-corruption provisions into its Sales Management Regulations and Procurement Management Procedures, respectively. These provisions prohibit any form of bribery or corruption, including directly or indirectly offering, promising, providing, requesting, or accepting bribes, unreasonable gifts, entertainment, or any other improper benefits from any third party. Any violations are subject to disciplinary actions in accordance with the Company’s employee reward and disciplinary regulations and may result in criminal and civil liabilities. If such conduct causes damage to SAS, the responsible party shall also be liable for compensating the Company for all losses incurred.
In addition to the internal risk control measures described above, SAS expects all suppliers and customers to adopt the highest standards for corruption prevention. Through its Supplier Code of Conduct and Customer Code of Conduct, the Company communicates its anti-bribery and anti-corruption principles to all counterparties. SAS requires suppliers and customers not to offer or accept bribes to or from SAS or its representatives under any circumstances for the purpose of influencing transaction decisions. Furthermore, SAS requires sales and procurement personnel to complete the Customer/Distributor/Agent Integrity Management Assessment and the Supplier Integrity Management Assessment, respectively, prior to establishing business relationships, as part of the process for evaluating transaction risks.
The Company has enacted the “Measures for the Report on Illegal, Unethical and Dishonest Acts” to support ethical management and clearly define disciplinary and appeals processes. Multiple confidential reporting channels—including suggestion boxes, dedicated email addresses, and hotlines—are available via the internal website. SAS commits to protecting whistleblowers from retaliation. The Company’s ‘Measures for Handling Reports of Illegal, Unethical, or Dishonest Conduct’ expressly permit anonymous reporting in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and the “Guidelines for the Adoption of Codes of Ethical Conduct by TWSE/TPEx Listed Companies.”
- Whistleblowing Channels
SAS has integrated its reporting channels into a single independent and trusted unit responsible for managing all whistleblowing cases, namely the Legal Department. When any responsible department receives a report, it must promptly notify the Legal Department and refer the case for centralized handling. The relevant process is as follows:
- Acceptance Unit and Accepted Party
| Acceptance Unit | Accepted Party |
|---|---|
| Spokesperson | 1. Shareholders, 2. Investors, 3. Other interested parties |
| Personnel manager | 1. Company insiders, 2. Customers, 3. Suppliers, 4. Contractors |
| Legal Affairs and Independent Directors | Same as spokesperson and personnel supervisor accepted parties |
- Reporting Procedure
When the acceptance unit receives a report, it shall uniformly notify the Legal Department.
The Legal Department shall report to the Chairperson for case assignment and simultaneously notify the independent directors.
- Processing Unit and Procedure
| The Accused | 處理單位 |
|---|---|
| Non-managerial Employees | Human Resources Legal Affairs may assist |
| Managerial Employees | Human Resources and Legal Affairs |
| Director | The Audit Committee shall handle the case itself or designate appropriate personnel to handle it. |
- Procedure for Management
| Steps | Responsible Unit | Content |
|---|---|---|
| 1. Investigate the Facts | Human Resources, Legal Affairs | • Investigate the relevant facts immediately; if it is believed that there is indeed a risk of unethical behavior, submit the case to the Chairperson of the board of directors for case delegation. • The relevant personnel handling the case shall issue a written disclosure to keep the identity of the informant and the content of the report confidential. • Written records of report acceptance and investigation shall be kept for 5 years. |
| 2. If verified to be true | Human Resources, Legal Affairs | • The perpetrator is required to stop the relevant behaviors and shall be properly disciplined via the Company’s internal procedures or legal procedures. • Information such as the job title, date of violation, facts of violation, provisions violated, and handling status shall be disclosed on the Market Observation Post System. (the same shall apply to those receiving immunity from the board of directors) • If necessary, report to the competent authority or transfer the case to the judicial authority for investigation. • The relevant unit of the perpetrator shall review the internal control system and operating procedures, and propose improvement measures. • The investigation results shall be recorded in writing and be kept for 5 years. |
| 3. Relief | Human Resources | • Give the perpetrator the opportunity to appeal and convene a Personnel Appraisal Committee hearing if necessary. |
| 4. Report to the board of directors | Legal Affairs | • Submit the case reported, the handling method, and the subsequent review and improvement measures to the board of directors. |