FICG conducts business activities based on the principles of fairness, honesty, integrity and transparency. It is necessary for those charged with governance and all employees to adhere to corporate integrity management, ethics, and the corresponding responsibilities and obligations that must be fulfilled.
FICG has established the “Ethical Corporate Management Procedures and Conduct Guidelines” and the “Anti-Corruption and Anti-Bribery Policy”, both approved by the board of directors, to ensure the avoidance and mitigation of conflicts of interest. FICG’s personnel refers to the directors, supervisors, managers, employees, appointees, and defacto persons in charge of FICG and its group companies and organizations. In addition, Article 12 of the Rules of Procedure for Board Meetings stipulates the recusal system for directors with conflicts of interest: If a director or the legal entity represented by the director has conflicts of interest regarding the meeting agenda, the director should explain the important aspects of the interests at the board meeting. In case of concerns over detriment to the company’s interests, the director cannot participate in the discussion and voting, and should recuse himself/herself during the discussion and voting process, and cannot exercise voting rights as a proxy for other directors. If the director’s spouse or blood relatives within the second degree of kinship, or a company that has a controlling and subordinate relationship with the director, has interests in the matter of meeting, the director is deemed to have a personal interest in that matter.
For directors not allowed to exercise voting rights in accordance with the provisions of the preceding paragraph, Paragraph 2, Article 180 of the Company Act shall apply to resolutions of the Board of Directors mutatis mutandis in accordance with Paragraph 4, Article 206 of the Company Act. Please refer to FICG’s 2023 Annual Report for details regarding General Manager, Vice President, Assistant Vice President, department and branch heads who also hold positions in affiliated enterprises or other companies and controlling shareholders.
Internal controls and internal audits：
FICG continues to cooperate with the competent authorities by revising internal regulations and audit operations in order to fulfill its commitment to regulatory compliance and ethical management. FICG acknowledges that establishing, implementing, and maintaining an internal control system is the responsibility of its Board of Directors and managers, and has established such as system. The effectiveness of the design and implementation of the internal control system was determined in accordance with the checklist for effectiveness of internal control systems specified in the Regulations Governing Establishment of Internal Control Systems by Public Companies. Based on the aforementioned evaluation results, it is believed that FICG’s internal control system (including supervision and management of
subsidiaries) as of December 31, 2023, as well as the effectiveness in understanding of operations and achievement of efficiency targets, are reported in a reliable, timely and transparent manner and in compliance with relevant laws and regulations. The purpose is to verify the effectiveness of design and implementation of the internal control system and to reasonably assure the achievement of relevant objectives. Please refer to page 36 of FICG’s annual report for details.
Implementation of Integrity Management Training
FICG conducts annual training programs for new and current employees to promote integrity management, anti-corruption practices, and the importance of trade secrets. In 2024, a total of 476 participants completed these courses, amounting to 251.5 training hours.
To accommodate employees’ work environments and schedules, the training is offered through flexible online courses and some in-person sessions. Additionally, the Legal Affairs Department provides internal training to strengthen employees’ awareness of intellectual property rights and patent regulations.
2024 Integrity Management Education and Training Implementation
