Corporate Governance

• Dimerco has implemented organizational changes by establishing a Committee, which is responsible for the company’s operations and development through a team-based leadership approach. The board consists of three business groups: air freight, ocean freight, and contract logistics.
• In accordance with the Securities and Exchange Act and related regulations, the company has established a corporate governance system, ensuring transparency in operations and financial information, focusing on shareholder rights, and strengthening oversight and management of company operations through the Board of Directors.
• The company implements a fair and open procedure for the selection of directors and has appointed independent directors. An audit committee and a compensation committee, both consisting of independent directors, are established to fulfill their supervisory duties, thereby enhancing the management functions of the Board.
• To protect shareholder interests, Dimerco discloses relevant financial, business, and corporate governance information through its website and the Market Observation Post System. Additionally, the company has appointed a spokesperson and deputy spokesperson to handle shareholder inquiries, ensuring the spokesperson system is effectively implemented. A designated individual is also responsible for gathering and disclosing company information, fulfilling the company’s responsibility and obligation for information disclosure in compliance with the law.

Board of Directors

Committees

Regulations on the Authority and Professional Development of the Corporate Governance Officer

The Board of Directors has appointed Mr. Jack, Vice President of External Investment Relations, as the Corporate Governance Officer of the company. He is responsible for corporate governance-related affairs, including organizing the meetings of the Board of Directors, Audit Committee, Compensation Committee, Sustainability Committee, and Shareholders’ Meeting in accordance with the law. He also assists directors with their appointments and continuous education, provides necessary information for directors to carry out their duties, and helps directors comply with laws and regulations.

In 2024, the Corporate Governance Officer completed 12 hours of professional development training, meeting the requirement of at least 12 hours of education per year.

Executive Status:

In Year 2024, the Corporate Governance Officer’s business execution is as follows: assisting the Chairman and Committee chairs in organizing six regular Board meetings, five regular Audit Committee meetings, two regular Compensation Committee meetings, and the 2024 Annual Shareholders’ Meeting. The officer also provides ongoing education information to directors, supplies necessary materials for directors to carry out their duties, reports on compliance with relevant laws and regulations to the Board of Directors each quarter, and promptly handles requests from directors.

Integrity in Business and Ethical Standards

Dimerco places great importance on business ethics and integrity, requiring all members of the company to adhere to principles of honesty and fairness in order to protect the company’s assets, rights, and image, while ensuring the interests of the company and all stakeholders are safeguarded.

In light of this, the company has formulated the “Code of Integrity in Business”, the “Operational Procedures and Behavioral Guidelines for Integrity”, and the “Code of Ethic Conduct”. These documents serve as the basis for ethical compliance for all members of the company and its suppliers, strictly prohibiting the improper acquisition of benefits due to job-related convenience.

Corporate Governance and Business Conduct Insights

Regulatory Compliance

Dimerco’s efforts in regulatory compliance are rooted in our core value of “Integrity and Fairness,” and are built upon a series of activities including legal tracking and evaluation, determination of related policies and procedures, legal education and training, and an open whistleblowing system.

Operating globally, Dimerco ensures compliance with relevant laws and regulations in every country where we operate. To achieve this, we closely monitor domestic and international policy and legal developments that could significantly impact our business and financial operations. The Group Legal Department regularly informs relevant business departments, management, and the Audit Committee about the latest regulatory updates, assisting internal organizations in fulfilling legal requirements.

Sustainability

In the face of the ever-changing risk environment, establishing a comprehensive enterprise risk management system and enhancing the company’s ability to respond to crises have become essential foundations for sustainable operations and maintaining competitive strength. Dimerco has developed a comprehensive Enterprise Risk Management plan and Business Continuity Plan, which are regularly updated to protect the interests of all stakeholders.

Dimerco’s Business Continuity Plan includes: (1) A culture of continuous improvement. (2) The ability to effectively and flexibly respond to challenges.

Sustainability Development Committee

To achieve sustainable development goals, deepen corporate sustainable governance, and fulfill corporate social responsibility, Bank of China officially established the “Sustainability Committee” (formerly known as the “ESG Steering Committee”) on November 12, 2024, in accordance with the “Sustainable Development Code of Practice.” Starting in 2022, the committee will hold four meetings annually, with a 100% attendance rate. It is affiliated with the Board of Directors.
The committee consists of three members, appointed by the Board of Directors. The committee meets at least once a year and may convene on an ad hoc basis as needed.

Its primary responsibilities are as follows:

1. 1. Formulate, promote, and strengthen the company’s sustainability-related policies, annual plans, and strategies.
   2. Review, track, and revise the implementation of the sustainability plan.
   3. Supervise the disclosure of sustainability information and review the content of the sustainability report.
   4. Supervise the implementation of the company’s sustainability code and other sustainability-related work approved by the Board of Directors.
   5. Report to the Board of Directors annually, including the results of sustainability projects, the preparation of the sustainability report, and future sustainability development directions.

To strengthen the organization’s carbon reduction and sustainability efforts, the Bank of China’s Sustainability Development Committee established a Greenhouse Gas Inventory Promotion Group, also known as the ESG Energy Conservation and Carbon Reduction Committee. This group is responsible for coordinating relevant strategic directions and approving the annual greenhouse gas inventory plan and report. The Planning Department of the Central Management Services Office serves as the executive secretary, overseeing resource allocation and cross-departmental coordination, while the Internal Audit Department verifies the accuracy and completeness of the data.

Beginning in 2022, each unit will nominate an inventory team leader to assist in coordinating greenhouse gas inventory operations. They will be responsible for collecting, compiling, and filing inventory data. Each inventory committee member will provide data and supporting documentation to support the inventory findings. This comprehensive mechanism demonstrates Bank of China’s commitment and initiative to environmental sustainability and corporate responsibility.

Board Member and Key Management Succession Planning

The company’s board member selection process follows a candidate nomination system. Currently, there are 7 directors (including 3 independent directors), each possessing management expertise in business, law, finance, accounting, or corporate management. In the future, the company will continue to strengthen the structure of the Board of Directors and evaluate the possibility of increasing the number of independent directors.

Regarding succession planning for the Board of Directors, the group has several senior managers with the necessary management and professional capabilities to serve as directors. Additionally, the company will seek external professional talent to prepare for the succession of board members. As for the independent directors, the law requires candidates to have work experience in business, law, finance, accounting, or related corporate fields. The company will appoint independent directors in accordance with legal requirements to further enhance the function of corporate governance.

The “Senior Management Position Assignment System” is based on the Succession Training Program and serves as a complete process for selecting senior management positions. After candidates are nominated by the group’s management, they must undergo competency assessments and pass interviews before being appointed to act in the management position. During the interim period, management and mentors personally guide the candidates in management skills and practical experience. The Human Resources Department tracks and reviews the achievement of KPIs monthly. The assignment period lasts from one to three years, depending on the candidate’s performance and department operational results. After passing the evaluation and management interviews, the candidate may be officially promoted to the senior management position.

 Intellectual Property Management Plan

The international logistics market is rapidly changing. In order to swiftly address various challenges, Dimerco invests heavily in related technology development. As technology continues to advance, the costs for research, development, and maintenance have been increasing year by year. To strengthen the company’s business competitiveness and protect the valuable technological outcomes developed by its information personnel, the company registers patents, trademarks, and other intellectual property rights to ensure that these research and development achievements are protected under intellectual property laws. This helps to maximize the value of these assets, reduce unnecessary risks, and ensure compliance with relevant regulations. The company’s intellectual property management is carried out separately in the areas of trade secret protection, trademark management, and patent management.

Trade Secret Protection

Firstly, for related intellectual property, our company has registered trademarks, patents, and other statutory intellectual property rights in key markets to ensure legal applicability and the right to pursue claims through the appropriate legal processes. Secondly, to maintain customer trust and service standards, Dimerco independently developed the Dimerco Value Plus System to consistently provide high-quality international logistics services. Furthermore, regarding the protection of customer trade secrets, all employees are required to sign confidentiality agreements upon joining and leaving the company to ensure that they fully comply with their confidentiality responsibilities regarding company confidential information. The company also places high importance on information security and has established information security management regulations based on the ISO 27001 standard. Regular internal and external audits are conducted to prevent the improper leakage of company information, safeguarding the company’s interests.

 Trademark Management

Since its establishment, Dimerco has been committed to registering trademarks in key markets to protect its trademark rights through legal means. The company has a dedicated team responsible for trademark searches before application, managing trademark cases and databases, and ensuring the continuous validity and monitoring of trademark rights. Additionally, the company uses various marketing methods to promote its brand while simultaneously ensuring that its trademark rights are not subject to any potential unlawful infringements.

 Patent Management

To protect the company’s patent rights, Dimerco’s legal department has a dedicated team to assist with patent drafting and applications. After patents are granted, the team ensures proper management and monitoring to maintain the validity of the related patent rights, safeguarding the company’s interests.

Executive Status:

(1) Patents: As of August 2024, the total number of patents granted worldwide has accumulated to 4.

(2) Trademarks: As of August 2024, the company has obtained a total of 69 trademark registrations in key countries where it operates.