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

On November 12, 2024, our company established the “Sustainable Development Practice Code” and formed the Sustainability Development Committee. Representatives from various departments were appointed to form the implementation team. Please refer to the diagram below for the organizational structure of the Sustainability Development Committee.

The members of the Sustainability Development Committee are responsible for proposing the sustainability development vision, policies, and management guidelines, and for supervising and tracking the implementation results. Each implementation team is responsible for promoting various sustainability development initiatives.

1. Corporate Governance Team: Responsible for ensuring compliance with laws and regulations related to corporate governance, establishing reasonable compensation policies and employee performance evaluation systems, providing education and training, and maintaining a stakeholder communication mechanism to achieve the company’s sustainability development goals.

2. Sustainable Environment Team: Responsible for managing the environmental management system, complying with relevant environmental laws and international standards, evaluating sustainability transformation, improving resource utilization, addressing climate change, and establishing dedicated environmental management units or personnel to achieve environmental sustainability goals.

3. Social Responsibility Team: Responsible for human rights management policies and procedures, complying with relevant human rights laws and international standards, establishing internal and external communication with all members of the organization (e.g., employees, subsidiaries, joint ventures, etc.) and key members of the value chain, assessing related risks and management mechanisms, and promoting community and cultural development to achieve sustainable business goals.

4. Sustainability Information Disclosure Team: Responsible for sustainability information management policies, ensuring compliance with relevant sustainability information disclosure regulations and international standards, and fully disclosing relevant and reliable sustainability information to enhance the transparency of sustainability disclosures.

The committee reports annually to the Board of Directors on the implementation results, as well as the strategies and goals for the upcoming year. The Board of Directors provides suggestions on the company’s proposed strategies and goals, and urges the company to implement them when necessary, to ensure that sustainability development strategies are fully integrated into business operations.

Quarterly, the committee reports to the Board of Directors on the greenhouse gas inventory planning and execution. The Board of Directors provides suggestions on the company’s planning and execution.

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.