Integrity governance

Corporate Governance Structure

Ventec's highest corporate governance body is the Board of Directors, whose members are elected by all shareholders. The Board's primary responsibilities are to set the Company's vision and strategy, formulate operational plans and budgets, define the mediumto long-term direction, and oversee the execution of business plans. To strengthen corporate governance and Board effectiveness, the Company has established policies in accordance with the "Corporate Governance Best-Practice Principles for TWSE/TPExListed Companies," including rules for director election and related governance codes that guide Board operations and decision-making. Through institutionalized mechanisms, the Board participates in assessing business performance and sustainability progress, sets strategic direction on key issues-such as economic performance, environmental impact, human-rights protection, climate risks, and operating challenges-and conducts ongoing monitoring and discussion to realize long-term sustainability goals. The Board meets regularly to stay apprised of corporate developments and strategic execution. In 2024, the Board convened eight meetings with an average attendance rate of 97% and deliberated four ESG-related key matters: (1) internal and external Board performance evaluations; (2) resolutions on annual performance evaluation and bonus allocation; (3) an investment resolution for the Thailand plant; and (4) the budget for energy-saving and carbon-reduction initiatives, demonstrating the Board's strong commitment to corporate operations and sustainability issues.

Director Election Policy
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Ethical Business Conduct

Ventec conducts business on the principles of fairness, honesty, integrity, and transparency. We strictly follow the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies" and have adopted the "Procedures for Ethical Management and Guidelines for Conduct" to ensure that all dealings comply with ethical standards and applicable laws. Employees are prohibited from directly or indirectly offering, accepting, promising, or soliciting improper benefits so as to ensure fairness and transparency. The Company also expressly forbids any form of facilitation payments, political contributions, or improper sponsorships, and has established robust review and declaration mechanisms to ensure that all donations and sponsorships are lawful and used transparently.All Directors and senior management must comply with conflict-of-interest recusal rules and refrain from any conduct that could harm the interests of the Company. In selecting business partners, the Company carefully assesses their integrity and avoids cooperating with enterprises involved in misconduct. We have also established a whistleblowing mechanism that encourages employees and external parties to report any conduct that violates our integrity principles; whistleblowers are protected. By fully implementing our integrity policy, Ventec strives to foster a fair, transparent, and accountable corporate culture, work with all stakeholders to maintain a sound business environment, and realize sustainable development.

01
Insider-Trading Prevention

Pursuant to the Securities and Exchange Act, Ventec has established insidertrading prevention procedures to ensure transparent disclosure and to avoid litigation risks and reputational damage arising from violations. Internal controls are in place to ensure the accuracy and consistency of handling and disclosure of material information. The scope covers directors, supervisors, managerial officers, shareholders holding more than 10% of shares and their related parties, as well as any person who learns undisclosed material information by virtue of duty or control. After becoming aware of material information, insiders must not trade the Company's shares before public disclosure or within 18 hours after disclosure, and must sign confidentiality undertakings. From an information-security perspective, the Company implements data encryption, NDAs, and enhanced monitoring to prevent leakage. In addition, annual legal-compliance training is provided to uphold the principle of ethical business conduct.

02
Whistleblowing & Complaint Channels

To implement integrity management and protect stakeholder rights, a dedicated Suggestions & Complaints section is available on the Company website as the formal channel for stakeholders to submit opinions or complaints. Handling is governed by the Procedures for Ethical Management and Guidelines for Conduct, which specify required whistleblower information, investigation procedures and criteria, follow-up actions, incentive measures, and strict confidentiality rules to protect privacy and ensure proper handling. In 2024, no whistleblowing cases were received.

Channels Email
  • Employees: adm@ventec.com.cn
  • Customers: sales@ventec.com.cn
  • Suppliers: pur@ventec.com.cn
  • Taiwan: 03-4195901
  • Mainland China: +86 13506206983
01
Report submitted
02
Classify by subject/severity and forward the case to the responsible unit per the notification mechanism
03
Verification by the Administration Division and relevant units
04
Assess whether the report constitutes a violation
05
Order cessation of the violation and handle according to law
06
Maintain written records
07
Review related content, systems and operating procedures
08
Administration Division reports investigation results and corrective actions to the Board
03
Ethical Business Conduct — Education & Training

Ventec continually strengthens awareness of integrity and compliance among senior management and all employees. Through periodic legal-compliance training, we promote the principles of ethical business conduct to ensure stable operations and reduce potential ethical risks. 2024 results:

  • Targeted training for directors and managerial officers (6 hours): On August 12, 2024 and November 7, 2024, the Company delivered two courses—" Talent Development for Sustainable Operations" and "2024 Corporate Governance Updates & Practical Analysis of Board Performance Evaluation." The program also included a 1-hour "Insider Trading" awareness module covering the determination process, case illustrations, and handling of violations.
  • Quarterly reminders on trading blackouts: Notices were issued each quarter reminding directors that they may not trade Company shares during blackout periods—specifically, the 30 days prior to the announcement of the annual financial report and the 15 days prior to the announcement of each quarterly financial report.
  • Onboarding and ongoing reminders: In addition to onboarding orientation on corporate social responsibility and ethical business conduct for new hires, the Company issues ad-hoc reminders prohibiting personnel, in the course of business, from seeking to obtain or maintain benefits through any unethical, unlawful, or fiduciary-duty-breaching conduct.
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