Management Approach
To implement ethical management, Bora Pharmaceuticals has established the “Ethical Corporate Management Best Practice Principles,” “Codes of Ethical Conduct,” and “Operating Procedures for Handling Internal Material Information and Preventing Insider Trading.” Dedicated units regularly report the state of implementation to the Board of Directors. Bora continuously monitors regulatory updates and adjusts relevant procedures to ensure the effective execution of its ethical policies. This year, a comprehensive report on promotion and implementation was presented to the Board of Directors on November 13, 2025.
Dedicated Unit for Promoting Ethical Management
The original dedicated unit for promoting ethical management was the General Manager Office. To fully integrate the planning and promotion of the various activities of corporate governance, the Company appoints Senior Financial Manager, Mark Kang, as the Chief Corporate Governance Officer, responsible for coordinating the various corporate governance activities on August 8, 2025. The dedicated unit for ethical management is incorporated into the scope of duties of the corporate governance unit, where the Chief Corporate Governance Officer will lead the dedicated personnel from the various departments responsible for ethical management promotion.
Scope of duties and powers
- Assisting in incorporating ethics and moral values into the Company’s business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
- Analyzing and assessing the risks of unethical conduct within the business scope on a regular basis and accordingly adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company’s operations and business.
- Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
- Promoting and coordinating awareness and educational activities with respect to ethics policy.
- Developing a whistle-blowing system and ensuring its operating effectiveness.
- Assisting the Board of Directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
- Preparing and properly maintaining documented information related to the ethical management policy, including declarations of compliance, commitments to implementation, and records of execution.
Employee training and regulatory advocacy
Bora has established the Bora Group Code of Conduct in both Chinese and English, published on the Company’s internal and external websites for all employees and stakeholders to access. As of the end of 2025, 996 ethics declarations had been signed across the Group in total (this figure already includes the 197 declarations completed by new employees of Taiwan-based subsidiaries in 2025), achieving a 100% signing rate among Taiwan-based entities.
To uphold the company’s core values of integrity and honesty, Bora has incorporated insider trading prevention measures and confidentiality agreements into its Ethical Corporate Management Best Practice Guidelines. These measures are further integrated with initiatives such as advocacy, training programs, integrity statement signing, and whistleblowing mechanisms. The guidelines were approved by the Board of Directors on March 16, 2023, and reported to the shareholders’ meeting on June 6, 2023. The revised procedures are available on both internal and external websites for all employees and stakeholders to reference.
To enhance awareness of ethical business practices and the importance of insider trading compliance, employees are notified to undergo tests through a systematic approach, with new employees required to complete the test directly on the system after reading the materials. In 2025, 183 new employees in Taiwan-based entities completed the required training materials and system acknowledgment, with a total training duration of approximately 3,660 minutes.
Anti-Corruption
| High-Risk Situation | Requirement |
|---|---|
| Prohibition of facilitation payment | Employees are strictly prohibited from providing any form of facilitation or expediting payments to accelerate or secure routine governmental actions. |
| Gift and entertainment guidelines | Entertainment, gifts, and hospitality received or provided by employees must comply with general commercial practices and local laws, and must not involve improper favor trading or influence over business decisions. |
| Political contributions and charitable donations | Illegal political contributions, whether direct or indirect, made in the Company’s name are strictly prohibited. All sponsorships and charitable donations must undergo rigorous internal review procedures to prevent the formation of a disguised bribery channel. |
| Accounting and internal control | All accounts, records, and financial statements must accurately reflect the transactions, and the establishment of any off-book funds or secret accounts is strictly prohibited. |
Mechanism for Handling Legal Violations
In the event of a legal violation, the General Affairs Department promptly forwards the relevant documents to appropriate departments, while the Legal Department coordinates with involved units to initiate discussions. The dedicated ethical management unit is required to communicate directly with regulatory authorities, providing explanations of the actions taken or corrective measures implemented by the Company.
According to the “Verification and Public Disclosure Procedures for Material Information of Listed Companies,” if the total fines for a single incident reach or exceed NT$1 million, it is considered a major regulatory violation. In 2025, Bora did not incur any major regulatory violations.
Grievance Mechanism
Bora Pharmaceuticals has established a comprehensive grievance and reporting mechanism with a safe and confidential channel to report any actions that harm individuals, compromise the company’s interests, or involve other unlawful conduct. All reported cases are investigated by the responsible departments, and appropriate disciplinary measures are taken based on the severity of the misconduct.
In response to global expansion and differing anti-corruption and anti-bribery regulatory requirements across jurisdictions, the Company has revised the Group-wide “Bora Whistleblowing and Compliance Policy” and is progressively implementing compliance procedures in accordance with local regulatory requirements across overseas operations.
The Company incorporates a non-retaliation principle into its internal policies to protect whistleblowers from adverse actions, including termination or demotion. To enhance accessibility and effectiveness of the reporting mechanism, the Company launched the “Unified Whistleblowing and Acceptance Mechanism (Speak Up Whistleblowing System)” on its official website on October 14, 2025. The system covers the parent company and all subsidiaries and provides a confidential reporting channel with anonymity protection, with designated responsible personnel and standardized procedures for independent investigation, case handling, and feedback follow-up.
Go to the platform → Speak Up
Prevention of Insider Trading
- In accordance with Corporate Governance Best-Practice Principles and legal amendments, the Company discussed and approved the revision of the “Internal Handling of Material Information and Prevention of Insider Trading Management Procedures” during the board meeting on March 16, 2023. The revised procedure explicitly prohibits insiders from trading company stocks for a certain period (15 days before quarterly reports/30 days before annual financial reports) after obtaining financial or performance information. The updated procedure has been made available on our company’s internal website for all employees to access.
- In order to strengthen the promotion of ethical business practices and the importance of insider trading law compliance, all employees within the group were notified to undergo a test on these topics since 2023 through a systematic approach. New employees will be required to complete the test directly on the system after reading the materials, ensuring continuous awareness efforts.
- Between December 11 and 29, 2023, Bora conducted courses for internal employees on “Prevention of Insider Trading Advocacy” and “Article 157-1 of the Securities and Exchange Act: Insider Trading and Material Information Assessment.” The training covered employees from Bora, Bora Pharmaceutical Laboratories, TWi, Bora Biologics, Bora Pharmaceuticals Ophthalmic, Bora Health, and SunWay. A total of 1,042 participants attended the sessions, with employees collectively dedicating approximately 169 hours to the courses. The pass rate for assessments reached 100%. The implementation status of insider trading prevention for 2024 was reported to the Board of Directors on November 13, 2024.
- Bora enforces closed-period management for insider stock transactions and regularly notifies all directors and insiders regarding relevant arrangements to ensure compliance with insider trading prevention regulations. Notification records are as follows:
- February 3, 2023: Closed period for insider stock transactions applicable to the 2022 annual financial report.
- March 31, 2023: Closed period for insider stock transactions applicable to the Q1 2023 financial report.
- July 3, 2023: Closed period for insider stock transactions applicable to the Q2 2023 financial report.
- October 4, 2023: Closed period for insider stock transactions applicable to the Q3 2023 financial report.
- January 3, 2024: Closed period for insider stock transactions applicable to the 2023 annual financial report.
- April 2, 2024: Closed period for insider stock transactions applicable to the Q1 2024 financial report.
- July 4, 2024: Closed period for insider stock transactions applicable to the Q2 2024 financial report.
- October 6, 2024: Closed period for insider stock transactions applicable to the Q3 2024 financial report.
- January 3, 2025: Closed period for insider stock transactions applicable to the 2024 annual financial report.
- April 1, 2025: Closed period for insider stock transactions applicable to the Q1 2025 financial report.
- July 1, 2025: Closed period for insider stock transactions applicable to the Q2 2025 financial report.
- October 2, 2025: Closed period for insider stock transactions applicable to the Q3 2025 financial report.
- January 12, 2026: Closed period for insider stock transactions applicable to the Q4 2025 financial report.
Internal Control System for Sustainability Information Preparation
To ensure the accuracy, completeness, and reliability of sustainability information, the Company has established an internal control system for sustainability information preparation, having adopted the “Sustainability Information Management Guidelines” and the “Procedures for the Preparation and Assurance of the Sustainability Report.” The Board of Directors is responsible for approving and overseeing the system, while the Sustainability Development Committee and Sustainability Development Office coordinate cross-departmental collaboration. Task forces execute information collection, processing, and disclosure according to their assigned responsibilities.
The sustainability report is prepared in accordance with standards such as GRI, SASB, and TCFD, covering material topic identification, disclosure timeline control, and third-party assurance. These processes have been incorporated into the Company’s internal control system and are subject to regular audits by the internal audit unit. Audit findings are submitted to the Board of Directors for review.
In 2025, the Company’s sustainability information management mechanism was subject to a special audit conducted by the Internal Audit Office. The audit identified no material deficiencies requiring corrective action, although recommendations were made regarding Sustainability Development Committee procedures. The Company also enhanced the level of external assurance for its 2025 sustainability report, upgrading from assurance of selected sustainability indicators to full third-party verification in accordance with the AA1000 Accountability Principles.