Ethical Management
In order to implement ethical management, Wistron has formulated the "Code of Ethical Conduct”, " Ethical Corporate Management Best Practice Principles” and "Corporate Governance Best Practice Principles". Apart from requiring all employees to clearly understand and comply with the ethical requirements, employees must respect the confidentiality agreements with customers, and shall not accept gifts or special treatment. We hope to invite all customers, suppliers, business partners, and other cooperating organizations to share and support our core values of integrity. In 2021, Wistron formulated the “Code of Conduct”, which is approved by the board of directors, to establish shared values and a share culture among all employees. The code acts as the highest behavioral regulations for the Company, subsidiaries, and joint ventures where the Company has major influence. All employees are expected to comply with the code when conducting business activities. The implementation status of the annual ethical management is reported to the Board of Directors at the end of each year.
Code of Conduct Training and Promotion (Including anti-corruption training)
In order to ensure that our employees fully understand the related regulations, Wistron implemented education, training, and promotion, including asking all foreign plants to conduct ethics training for all new employees. The new employees are asked to sign the statement of “Code of Conduct”. The signing rate in 2022 reached 100%. In Taiwan, Wistron asks all new employees to undergo on-line ethics training and implements annual training for all employees, strengthening the culture of integrity. In addition, the Company also classifies capital, procurement, supply chain management, and administrative units as units with potential risks. Such units are subject to internal audits or job rotations at regular intervals, and the Company also invites professional entities to provide compliance awareness training to supervisors at Wistron.
Code of Conduct Signing and training
| Item |
2019 |
2020 |
2021 |
2022 |
| Code of Conduct coverage (%) |
100% |
100% |
100% |
100% |
| Code of Conduct signing (%) |
99.9% |
99.7% |
99.9% |
100% |
| Coverage of orientation training for new employees (%) |
100% |
100% |
100% |
100% |
| Coverage of periodic training for all employees (%) |
100% |
100% |
100% |
100% |
| Training completion rate |
99.9% |
99.7% |
99.9% |
100% |
Wistleblowing and Protection
Wistron encourages all internal, external employees and external stakeholders to report any unethical behavior of commerce to the Company through the reporting channels while anonymous reports are also accepted. The Company has established an email address (ethic@wistron.com) for reporting cases that violate the Code of Conduct. The Global Human Resources and Administration unit acts as the main handling unit and the matters are reported to the Board of Directors each year. The measures state that the whistleblower shall not be unfairly punished for reporting the violation. With our strong and transparent corporate culture, Wistron did not discover material (penalties exceeding NT$1 million) violations of the integrity and ethics of commerce in 2022. No cases of unethical actions or corruption occurred between 2019 and 2022.
Number of reported/ filed cases of Code of Conduct
| Number of reported/ filed cases of Code of Conduct |
2019 |
2020 |
2021 |
2022 |
| Number of Cases Reported |
Number of Cases Filed |
| Business ethics and operations |
Corruption and bribery |
0 |
0 |
0 |
2 (Note 1) |
0 |
| Conflicts of interest |
0 |
0 |
0 |
1 (Note 2) |
0 |
| Fair competition |
0 |
0 |
0 |
0 |
0 |
| Insider trading |
0 |
0 |
0 |
0 |
0 |
| Trade secrets |
0 |
0 |
0 |
0 |
0 |
| Privacy/personal data protection |
0 |
0 |
0 |
1 (Note 3) |
0 |
| Others (Political Contributions, Charitable Donations, and Social Participation) |
0 |
0 |
0 |
0 |
0 |
| Total number of cases related to business ethics and operations |
0 |
0 |
0 |
4 |
0 |
| Protection of Human Rights |
Discrimination |
0 |
0 |
0 |
0 |
0 |
| Harassment |
0 |
0 |
0 |
7 (Note 4) |
3 |
| Occupational Safety and Health |
0 |
0 |
0 |
0 |
0 |
| Total number of cases related to protection of human rights |
0 |
0 |
0 |
7 |
3 |
| Environmental Protection |
Total number of cases related to environmental protection |
0 |
0 |
0 |
0 |
0 |
| Total |
0 |
0 |
0 |
11 |
3 |
Note 1 Corruption and bribery: There was a report that the equipment operators of the Indian plant demand bribes, and there were corrupt practices in the adoption of new equipment in the Kunshan plant. It has been verified that the relevant personnel have not handled relevant business, and the relevant equipment adopts compliance management procedures.
Note 2 Conflicts of interest: There was a report to the unit manager of the Kunshan subsidiary who used the position to add suppliers with personal relationships to the Company's procurement list. After verification, there was no specific evidence to prove that the materials mentioned had abnormal contacts with suppliers.
Note 3 Privacy/personal data protection: There was a report that the client's personal information was leaked during a business trip in Taiwan ten years ago. After repeated investigations and information requests, there was no specific evidence of violation of the management procedures.
Note 4 Harassment: Harassment was reported in the Americas plant. After communicating with HR of the plant, it was confirmed that there was no relevant incident. The sexual harassment case in the Malaysian plant was filed, and the relevant discipline were carried out. A total of 5 cases were reported in Taiwan, 3 cases had no relevant evidence, and 2 cases were filed for the relevant discipline.
Anti-Competitive Behavior
Ethical management is the most fundamental social responsibility of companies. Wistron has established the Ethical Corporate Management Best Practice Principles which require the Company to conduct business activities in accordance with applicable competition laws and regulations. The Company may not fix prices, rig bids, restrict output or set quotas, or share or divide markets by allocating customers, suppliers, territories, or businesses. The Company understands that compliance with fair-trade practices is crucial in business activities. Wistron strictly complies with all related laws and regulations in every matter. From 2019 to 2022, the Company was never penalized by the competent authority for matters related to anti-competitive behavior and monopolistic measures.
Political Contributions
The Company has always remained politically neutral. Wistron has always maintained an objective and discreet stance on public policies. We do not actively participate in political parties or political activities, and do not actively participate in lobbying. From 2019 to 2022, the Company did not make any political donations. Employees have the freedom to express their political beliefs, and are encouraged to fulfill their civic duty, and vote for their preferred candidate during elections.
Ethical Management and Anti-Corruption Management Mechanisms
With regard to the operations of the Board of Directors, Directors may express their opinions and respond to inquiries for meeting agendas that conflict with interest between the Company and themselves or the legal entities they represent. Directors may not participate in discussions or exercise their voting rights, and they are required to recuse themselves from discussions and voting. They also may not exercise voting rights on behalf of other Directors. Wistron pays close attention to anti-corruption management. We have established an internal control system that includes the accounting system in accordance with related laws and regulations. We evaluate the effectiveness of the design and implementation of the system each year and perform self-inspections. The auditors are responsible for reviewing the results. The Company always evaluates the legality, ethical policies, and records of unethical conduct of distributors, suppliers, customers, or other transaction counterparties before establishing business relations with such entities.
When engaging in business activities, our employees are required to explain the Company's ethical management regulations to the transaction counterparty. They must also expressly refuse to provide, promise, request, or accept, directly or indirectly, any illegitimate interests in any form or name. Where the Company discovers unethical conduct, it shall immediately suspend transactions and blacklist the entity. Meanwhile, the Company also includes anti-corruption policies into the terms and conditions of business contracts, such as: clear and reasonable payment terms, handling of unethical matters, commission restriction for violations, rebates, or terms related to other rights and interests.
2022 Actions for Ethical Corporation Management
Commitment of Suppliers
- Kept promoting adherence to integrity and Wistron Suppliers Code of Conduct through WSRM
- Completion rate of Supplier Commitment: 1,742 / 1,781 (98%)
Training
- Simon’s Talk Training: IDL 23,690 (100%)
- Code of Conduct Training: 100%
- “Integrity management and corporate governance” training for risky unit : WHQ 674
Commitment
- Statement of Compliance with Code of Conduct for 100% of employees
- Statement of Compliance with ethical management for board of directors and senior level management
Advocacy
- Company-wide advocacy across 26 sites by Memo, TV walls, and posters
- Whistleblowing system: thic@wistron.com Cases of breach of integrity after investigation 0
- Note1: Data cut-off date 2022/12/08
- Above has been reported in the board meeting on 2022/12/22
Supplier Anti-Corruption Policy
Wistron communicates its Anti-Corruption Policy to all suppliers through the Wistron Global Learning Platform and has a reporting hotline. We reiterate the Ethical Corporate Management Policy and ideals in annual supplier conferences and the company profile provided to our suppliers. The Company also reviews the implementation status of our suppliers each year. According to the promotion measures and management mechanisms described above, there were no cases of corruption or unethical behavior among the suppliers in 2022.
