Corporate Governance




Message from the President

Over the past few years, the extreme weather around the world has become more and

more devastating to human, for instance, in 2021, Zhengzhou, the capital of Henan Province,

China saw a year’s worth of rain in just three days; in August 2022, heavy rain battered South

Korea's capital. Climate change is an issue that the world must face without delay. To mitigate

the impact, the international community is actively promoting the“Net Zero Emissions by


As a part of the earth village, MERIDA definitely will not stay out of this. In order to

mitigate the risks caused by climate change, the Company has responded to Product Carbon

Footprint Demonstration Project initiated by the Environmental Protection Administration

Executive Yuan as early as in 2011, sparing no effort in promoting Carbon Footprint Labelling.

In addition, the Company has implemented a number of energy-saving facilities, e.g., the

lighting fixtures were replaced with energy-saving LED lights, as well as set up a parking lot and

shower room for bicycles in factories to encourage employees to ride their bicycles to and from

work instead of driving automobile and motorcycle to reduce carbon emissions. The Company

also adopted a 1.62-hectare air quality purification zone in Changhua County. Moreover, in the

hope of contributing to the mitigation of climate risks caused by greenhouse gases, MERIDA

has in 2023 introduced Greenhouse Gas Emission Inventory and Carbon Footprint.

With ESG receiving global attention, investors hope to assess the value of a company not

only from financial data such as gross margin and EPS, but also from non-financial information

such as the ESG Sustainability Report, which exhibit the company's competitiveness for

sustainable development. In view of this, the Company also established the "MERIDA

ESG Promotion Committee" in 2022, led by the President, who will lead the heads of each

department to implement sustainable development issues and prepare the company’s

sustainability reports in accordance with international GRI standards to regularly disclose

relevant information to stakeholders.

Our expectations for ESG are as follows:

Environmental(E):Adoption of green packaging materials, optimization of manufacturing

processes, introduction of electronic administrative systems, reduction of paper use, etc., to

reduce carbon emissions; Social(S):To continuously protect labor rights and interests, such as

year-end bonus payments, labor/management meetings, strengthening labor/management

relations, and participating in community welfare activities, etc., and Governance(G):To attach

importance to the governance of the Board of Directors, the improvement of operational

performance to protect shareholders' rights and interests, compliance with laws and

regulations, and to promote ethical corporate management. During this upsurge of concern

on sustainability, MERIDA is willing to join forces with everyone to contribute to a sustainable



Sustainability Policies and Promises

With regard to responsible business practices, MERIDA not only maintains smooth

communication channels with its creditors, employees, consumers, suppliers, communities,

or other stakeholders of the Company, but also respects and protects their legitimate rights

and interests, and also set up a dedicated“Stakeholders”section on the Company website.

In the event of infringement of the stakeholders’legitimate rights and interests, the Company

will uphold the principle of integrity and handle them appropriately. In addition, to implement

human rights protection, the Company meticulously abides by the Labor Standards Act, the

Act of Gender Equality in Employment and other employment-related laws and regulations.

For instances, MERIDA does not hire children under the age of 15 as employees. In the case

of childbirth, MERIDA provides paid maternity leaves. MERIDA also establishes or discloses

preventive measures, complaints, and disciplinary measures against sexual harassment

besides prohibiting restrictions on the basis of gender, religion, age, race during recruitment

and interview, etc. MERIDA has yet to adopt the Responsible Business Alliance (RBA) Code

of Conduct and the relevant human rights policies, hence has not implemented the Human

Rights Due Diligence (HRDD). Nevertheless, MERIDA intends to introduce the relevant policies

in the future and is now progressively planning for the preparation to adopt HRDD.

Furthermore, MERIDA has also joined forces with suppliers to implement the

sustainable development policies including environmental protection, human rights

protection, and resources recycling. During suppliers’selection, MERIDA gives priority to

suppliers who implement human rights requirements and policies. To state MERIDA’s position

on this, the Company will revise the“ Third-party Vendors Application Form”in 2023, whereby

preparation of the ESG Report will be one of the criteria for the suppliers’ selection, as well

as to include ethical corporate management principles and anti-corruption clauses in the

procurement contracts. In the future, MERIDA will gradually make planning for the relevant

policies to extend the concept of ESG to all third-party vendors and fulfill our corporate

social responsibility.

The Company has worked out the Regulations on Prevention, Complaint and

Punishment of Sexual Harassment at Workplace in accordance with the Act of Gender

Equality in Employment and the Regulations for Establishing Measures of Prevention,

Correction, Complaint and Punishment of Sexual Harassment at Workplace, so as to provide

a work environment free of sexual harassment and to protect the rights and privacy of the

persons involved. If any of the employees is proven to be guilty of sexual harassment, the

Company would decide the punishment in accordance with the Company’s rules and relevant

regulations, subject to the seriousness of the situation.

The abovementioned Regulations has been published on the Company’s online

platforms for the employees’reference. To prevent sexual harassment, the Company

organizes education and training from time to time and posts the latest information on

bulletin boards. Each department also strengthens the promotion of prevention of sexual

harassment and complaint channels through departmental meetings and internal documents,

so that all employees are able to comprehend how the Company value and protect the

employee’s rights and interest, so as to implement gender equality and to maintain an

egalitarian and safe workplace. MERIDA conducts pre-employment education and training

for the newcomers, which includes training on the awareness against sexual harassment

prevention. However, the education and training were suspended in 2022 due to the

COVID-19 pandemic and is to resume in 2023. In the event of causing negative impacts on the

economy, environment, and people (including human rights), the Company has the following

measures for improvement in place:

1. Pursue sustainable development and proactively implement corporate social

responsibilities, so as to build transparent and effective communication with the

stakeholders, continuously review the effectiveness of the Company’s implementation

of corporate social responsibilities through understanding and responding to the

stakeholders’concerns in a timely manner, and promptly refining the relevant policies

and systems.

2. In addition to maintaining interaction with stakeholders through various channels

in daily business activities, MERIDA has set up a“Investor Info”section on the

Company’s website, as well as a dedicated“Stakeholders”section on the Company

website, to offer yet another channel of communication between the stakeholders

and the Company, and has the dedicated department responding appropriately to

the comments and feedback from stakeholders.

In order to implement and promote sustainable development, MERIDA has in 2022

established the ”MERIDA ESG Promotion Committee ”to work on corporate governance, risk

management, corporate social responsibilities, climate change policies, and environmental

protection. The Committee is also dedicated to grasping the global sustainable development

trends and concentrating on sustainability issues such as corporate governance,

environmental protection, corporate social responsibilities, etc., and integrating the operation

targets to form a strategic sustainable direction to execute relevant programs. Our Chairman

being the highest management representative of the Committee is the person who oversee

the formulation of sustainable development policies and concrete implementation plans

and leads the teams to boost the implementation efficiency of all departments so that every

sustainable management work can be implemented efficiently, which will enhance the

overall effectiveness of implementing corporate sustainability and social responsibility across

departments, allowing sustainable business practices to be more effectively implemented.

Our President, Tseng Shang-Yuan is the chairperson of the”MERIDA ESG Promotion Committee

”while our Chairman acts as the advisory member and supervisor of the implementation