Corporate Governance


Board of Directors

  • The TCC 25th Board of Directors composed of 15 Directors, including 5 Independent Directors and 4 female Directors, representing 26.66% of the Board's seats
  • According to the sustainable development strategy, the selection is made up of experts with rich professional skills and industry experience in cement, accounting, law, finance, international markets, AI applications, and IT
  • 5 Functional Committee: Nomination Committee, Remuneration Committee, Audit Committee, Risk Management Committee, Corporate Sustainable Development Committee
  • TCC Board of Directors has set up many functional committees to strengthen and enhance the monitoring and management functions
  • The total training hours for the Directors and Independent Directors in 2023 reached 111.5 hours. . (including ESG courses)

The board of directors has completed a total of 48 hours of ESG training. The Corporate Sustainable Development Committee consists of 6 members, of which 3 are independent directors. The board of directors at TCC Group Holdings boasts a diverse range of backgrounds, including but not limited to expertise in artificial intelligence, risk management, law, and accounting.
Corporate governance evaluation TOP 5%


The Audit Committee is composed of 100% independent directors, with 40% being male and 60% being female. The Risk Management Committee is composed of 100% independent directors, with 33% being male and 67% being female. The Remuneration Committee is composed of 100% independent directors, with 40% being male and 60% being female. The Corporate Sustainable Development Committee is composed of 60% independent directors and 40% non-independent directors, with 60% being male and 40% being female. The Nomination Committee is composed of 60% independent directors and 40% non-independent directors, with 60% being male and 40% being female.

Ethical Management

Policy

Management Approaches
  • "Anti-Corruption and Anti-Bribery Working Group" is established, with the President serving as the highest management level of the management system.
  • Annual corruption and bribery risk assessments are conducted for employees and business partners.
  • Incorporate integrity management indicators such as anti-corruption, bribery, and legal compliance into employee performance evaluations.
  • The “Related Party Transaction Procedure Management Directions” were enacted to strengthen the supervision of related party transactions.
  • Updated “Business Partner Corruption Risk Assessment and Due Diligence Procedures” in 2023 to include countermeasures for non-compliant suppliers, contractors, and customers.
  • In response to emerging legal compliance issues, such as anti-money laundering, anti-corruption, and environmental health and safety, these are incorporated into standard contracts, becoming the norms for business partnerships and commercial cooperation with TCC.
  • Policies related to ethical management are always available on TCC official website and internal portal, allowing for access to ample information at any time.

Performance
  • TCC is the first enterprise in Taiwan to obtain the "ISO 37001 Anti-Bribery Management System" certification. Among the Operation Headquarters as well as the Taipei Plant, Taichung Plant, Kaohsiung Plant, Hoping Plant, and Suao Plant thereunder, the Operation Headquarters was the first to be certified. After receiving the certification in August 2021, the renewal was completed in July 2023.
  • 0 incident of corruption reported
  • 100% Employee signing rate of “Statement of Integrity and Ethical Conduct”
  • 100% Mid-or high risk personnel signing rate of “Integrity Code”

Education & Training
  • TCC Code of Ethics values and standards is reinforced through training courses on a yearly bases, via face-to-face courses, online courses (TCC Lyceum) and documents, covered issues such as fraud, verbal harassment, sexual harassment, conflicts of interest, and the protection of confidential information.
  • In 2023, total hours for integrity and ethics training amounted to 3,904.2 hours, with a total of 17,592 participants, achieving a 100% completion rate at the General Administration Division.
  • An ISO 37001 promotion team has been established, with a 100% participation rate among members of the additional special education and training.
  • Ethical management-related education and training participants include directors, suppliers, contractors, employees, new recruits, and interns.
  • Education and training are gradually extended to contractors, with a cumulative total of 22 individuals in Q1 2024, and training hours amounting to 18.7 hours.
  • In terms of anti-competition and anti-monopoly, for employees who are in close contact with customers, the definition and constitutive requirements of concerted actions in legal terms are introduced, with a completion rate of 100%.

New recruits
(part-time and casual employees included)
are required to sign on “Code of Integrity and Ethics Statement” while starting work; within 90 days thereafter the one-on-one elaboration on Company’s anti-corruption and anti-bribery policies shall be completed with records to ensure his/her clear understanding of the regulations and avoid any misconduct. A 100% signing rate of all new recruits was achieved in 2021 and 2023
Active employees
(part-time and casual employees included)
Each employee must attend annual anti-corruption and anti-bribery training programs and maintain attendance records. It is important to have a comprehensive understanding of operational standards and the potential risks of non-compliance. In 2023, a total of 799 hours of anti-corruption training were conducted. Furthermore, for colleagues responsible for assessing potential corruption in customer and supplier transactions, as well as departmental operational processes, thematic educational training was conducted. The cumulative training hours in 2023 have reached 2744.3 hours.
Directors
receive the Company’s anti-corruption and anti-bribery education and training course materials via mail or hardcopy at least once a year and are required to sign on the “Letter of Commitment for Compliance with Ethical Management, Anti-corruption, and Anti-Bribery”. ALL Directors have received relevant education and trainings and signed on the Letter of Commitment in 2021 and 2023
Suppliers
are communicated regarding the spirit of ethical management by means of mail, Suppliers Convention, etc., and all suppliers are required to sign on the Supplier Code of Conduct, in which items related to ethical management are included
Contractors
trainings are conducted while entering TCC’s sites; courses are completed in June 2022, and the trainings for outsourcers (e.g., the security guards) are also completed in June 2022

Anti-trust/Anti-competitive practices
Protecting reasonable business competition orders is a crucial commitment to Ethical Corporate Management. Taiwan Cement Company has always prohibited from the employees destroying free market mechanism by the violation of Fair Trade Act such as monopoly or share allocation

  • Dedicated unit: The employees’ abidance and protocols towards competition laws are supervised by the Legal Office
  • Protocols:
    1. If there are employees under investigation by the competent authority concerning competition law abidance, the following people should be notified immediately: manager and head of the department, and the Legal Office
    2. The Legal Office should understand the situation and corresponding competition laws. If there are risks of violations, the Legal Office should report to the management, seek assistance from external lawyer, and take responsive actions as soon as possible
    3. If the supplier violate or to be suspected to violate competition laws, relevant units should report to the Legal Office, and require the supplier to stop illegal conduct and coordinate with the competent authority’s investigation
  • Regulations: The employees should abide by Ethical Corporate Management Best Practice Principles and Fair Trade and Antitrust Compliance Guidelines , to protect fair trade and decrease the Company’s possible legal risks and negative effects caused by the illegal conducts
  • Trainings: Managers and business-related employees should receive fair trade training regularly
  • Discussions about sensitive information should be avoided in daily work, such as price, amount, capacity, counterparty, market share distribution, etc.; and attendance of social occasions involving the mentioned information should also be refused. Meanwhile, stay alert when fellow workers mentioning about such information
ISO 37001

Reporting System & Whistleblower Protection

  • TCC has established a "Reporting Mechanism for Violation of Code of Conduct," which not only clearly defines the procedures and channels for reporting but also outlines the applicable scope, including: corruption, theft, embezzlement, self-dealing, fraud, improper provision or receipt of benefits from others, and other corrupt and bribery actions, actions that violate the company's established systems, regulations, and methods, as well as actions that violate laws and regulatory orders.
  • Whistleblowers may choose to report either anonymously or with their identity disclosed. If reporting anonymously, complete relevant information and documents must be provided. The identity of the whistleblower and the content of the report will be kept confidential and access will be restricted. It is promised to protect whistleblowers from improper treatment due to their reporting.
  • TCC official website and internal portal both have an employee suggestion inbox: TCCsuggestion@taiwancement.com
    Employee Grievance Mailbox: TCCsuggestion@taiwancement.com
    Reporting Mailbox: mp.buster@taiwancement.com
    Reporting mailbox for matters involving ethical issues of senior management: tccwhistle@taiwancement.com
  • Cases Reported
Whistleblower
Inbox
Audit Committee
Inbox
Employee Grievances
Inbox
Cases Reported Regarding Violations
of Ethical Management Policies
Cases involving discrimination or harassment
2019 0 1 7 2 N/A
2020 10 1 12 13 N/A
2021 4 7 12 7 N/A
2022 9 6 15 12 1
2023 16 4 15 13 0

Risk Management


The Risk Management Committee conducts risk identification and analysis in seven major areas: operation, financial, national security, legal, ESG including biodiversity, personnel, and information security. Based on the results of the risk identification, corresponding strategic planning is carried out by the respective departments.

Data Protection and Privacy

  • Policy
    TCC Group aims to protect important information systems and the privacy, comprehensiveness and usability of data. The Information Security Management Committee was established following the ISO 27001 Information Security Management to set up data security standards and assessments. TCC Group Information Security Policy was stipulated in 2022. The administrative review and examination of the information security policy and relevant regulations in every December ensure an effective implementation of information security protection.
  • Management Approaches
    ISO 27001 Information Security Management System obtained in January, 2021, and passed external recertification audits continually (2021/12 & 2023/01). Committed to the protection of the confidentiality, integrity, and availability of critical information system and data of TCC. The Committee is responsible for the promotion and review of the information security management system of TCC as well.
  • Organizational Structure
    TCC established the Information Security Management Committee in 2020. Within the Board of Directors, there is one director with information security experience, and one with AI experience.
    In 2022, a Chief Information Security Officer (CISO) was appointed and a dedicated information security team were instituted for the implementation and promotion of information security of the Group. The CISO serves as the committee chair and reports to the Board of Directors on a regular basis. The Committee convened 4 sessions in 2023.

The Information Security Management Committee is equipped with a Chief Information Security Officer (CISO) and a dedicated information security team, and it is managed by the Board of Directors and the Chairman.

Information Security Objective

Sustainable Products & Services

  • Management Approaches
    TCC cares deeply about environmental balance and sustainable development. Therefore, the company has encouraged RMC clients to apply for green building certifications to promote the symbiosis of buildings and the environment to achieve a sustainable environment
    Considering health and safety aspects from the product concept stage right through to product use. 100% of TCC products possess Safety Data Sheets containing information on use, storage and application
    Monitoring customer feedback and work closely with academic institutions to continue to progress the safety standards of TCC products and services
    Continuously share product safety information with customers, safeguarding TCC's commitment to product safety
  • Product Quality Management Mechanism
    Three-tier Quality Control System | 100% Products in Taiwan
    Quality Inspection Report or Product Conformity Certificate | 100% Products in Mainland China
  • Targets
    By 2025, TCC aims to achieve a revenue share of concrete used in green buildings that accounts for over 5% of the overall concrete revenue. By 2030, strive to surpass 6% revenue share.
  • Performance
    100% implementation of the ISO 9001 Quality Management System

Revenue share of concrete used in green buildings that accounts of the overall concrete revenue in 2019 is 4.4%. Revenue share of concrete used in green buildings that accounts of the overall concrete revenue in 2020 is 7%. Revenue share of concrete used in green buildings that accounts of the overall concrete revenue in 2021 is 11.2%. Revenue share of concrete used in green buildings that accounts of the overall concrete revenue in 2022 is 7.1%. Revenue share of concrete used in green buildings that accounts of the overall concrete revenue in 2023 is 5.5%.

Note: The percentage of green building applications returned to normal because the huge construction projects came to their ends and that some clients from the tech sector postponed the progresses of plants under construction in 2022

TCC DAKA Renewable Resource Recycling Center (RRRC). TCC Operation Headquarters Building. MOLICEL XIAOGANG OLANT. TCC.C.F.Koo.Building in Hangzhou


Total Solution: Comprehensive Low-carbon Circular and New Energy Building Solutions
The UN estimates that by 2050, 68% of the world's population will be urban, with urban construction and public works accounting for 43% of global emissions. Embodied carbon, from construction materials, transport, construction, renovation, and waste, makes up about 35% of these emissions, while operational carbon from energy use accounts for 65%.

TCC is transitioning to low-carbon materials, resource recycling, and new energy, developing low-carbon products and services to meet demands for low-carbon materials, waste management, and green energy use. The “Total Solution: Low-Carbon New Energy Building Solution” addresses climate mitigation and urban resilience by assessing optimal low-carbon construction materials and energy use. It covers design, construction, operation, and urban renewal, offering a complete life cycle assessment and services for buildings.

The “Total Solution: Low-Carbon New Energy Building Solution” addresses climate mitigation and urban resilience by assessing optimal low-carbon construction materials and energy use. It covers design, construction, operation, and urban renewal, offering a complete life cycle assessment and services for buildings.


Design and Construction Stage - Embodied Carbon
Estimated 30% average carbon reduction in building design (Based on Ministry of the Interior data)
  • TCC's “Low-Carbon Building and Engineering Carbon Emission Calculation System” helps clients calculate carbon reduction using TCC's low-carbon materials.
  • TCC offers low-carbon cement, concrete, and UHPC materials with complete carbon footprint reports, aiding in low-carbon building certification.
  • TCC assists clients in planning and installing renewable energy and storage in new buildings or adding rooftop PV and storage in existing buildings to increase green electricity use.
  • TCC helps install charging piles integrated with solar, charging, and storage to optimize energy use.
Building Use Stage - Operational Carbon
  • Smart energy-saving services with renewable energy, storage, and charging equipment, integrated with EMS.
  • Green power wheeling services.
  • Aggregated energy trading platform management, including frequency regulation, spinning reserve, supplemental reserve, and backfeeding service planning.
  • Uninterruptible power supply system planning to reduce costs and stabilize power grids.
C&D Waste Stage - Embodied Carbon
  • Treatment of construction and demolition (C&D) waste from urban renewal or demolition.
  • Use C&D waste as renewable resources, replacing raw materials in cement or as concrete aggregates.

Fubon Construction Property Insurance Headquarters Building
Kuma Tower
Yangde Museum of Art

District Project Usage of Low-Carbon Concrete Amount of Carbon Reduction
North District
Fubon Construction
Property Insurance Headquarters Building
16,407 m3 37%
Taoyuan District Dayi Technology Shanbi Factory 13,000 m3 42%
Taichung District Lufu Construction T6 Project 61,423 m3 43%
Taichung District Changan Daxu 25,568 m3 42%
South District Yangde Museum of Art 11,891 m3 29%

Supply Chain Management

  • Policy
    TCC aims to maintain supply chain consistency on product quality, cost, delivery time, service quality, environmental safety and sanitation, and manufacturing. To achieve this, TCC established Supplier Management Policy Statement and Supplier Code of Conduct to jointly protect the environment, human rights, and sustainable resources for businesses with the suppliers. A joint effort to promote corporate social responsibility and a sustainable supply chain.

  • Sustainable Supply Chain Management Approaches

    • Identify ESG risks of suppliers
    • New suppliers must sign the “Supplier Code of Conduct”
    • Annually identify ESG risks
    • 12 suppliers with potential/actual significant negative impacts
    • Supplier Sustainability Self-Evaluation Questionnaire
    • The surveyed risk facets include: geopolitical, industry-specific, and commodity-specific risks
    • In 2023, 301 suppliers subject to written review/on-site inspection
    • 91.86% suppliers with improvement plans introduced
    • 100% Suppliers with improvement plans accepted
    • 8.3% suppliers with cooperation terminated
    • Supplier GHG Inventory Counseling
    • GHG / Sustainability Governance Workshop
    • 95.7% valid carbon data from Significant Tier-1 Suppliers
    • The 2023 Capacity Building Program included 290 enterprises
    • 150+ suppliers attended Supplier Convention


  • Progress and Target of Supplier Assessment Program
    2023 Progress 2023 Targets
    Number of suppliers assessed (written review and on-site inspection) 301 208
    Results of Supplier Assessment
    Number of suppliers assessed with substantial actual/ potential negative impacts 12 -
    % of suppliers with agreed corrective action/improvement plan 100% -
    Number of suppliers that were terminated 1 -
    Progress and Target of Corrective Action Plan
    Number of suppliers assessed with substantial actual/potential negative impacts supported in Corrective Action Plan implementation 11 11
    Number of suppliers supported in Corrective Action Plan implementation 11 -
    Progress and Target of Capacity Building Program
    Number of suppliers in Capacity Building Program 290 183
    Note: The 2023 Capacity Building Program included 290 enterprises, exceeding the target of 183.

  • AI Procurement Portal
    TCC launched the “Procurement Portal” with AI technology, boosting transparency and efficiency in procurement.
    Blockage rate of high risk suppliers
    Blockage rate for screening and blocking associated suppliers 100%