Page 48 - 2017 TSMC Annual Report

In addition various training programs and speech presentations were also provided by TSMC’s Legal Organization for Management and the relevant divisions such as:
● Ethics code and anti-bribery/corruption
● Classified Information and Intellectual Property Protection
● Anti-trust Regulatory Compliance
● Export Control Compliance
and Practice
3 5 Code of Ethics and Business Conduct
Ethics at TSMC Code of Conduct: Integrity is the most important core value of TSMC’s culture TSMC TSMC is committed to acting ethically in in all all aspects of our business constantly and vigilantly promoting integrity honesty fairness accuracy and transparency in in all that we say and do At the heart of our corporate governance culture is TSMC’s Code of Ethics and Business Conduct
(the “Ethics Code”) that applies to TSMC and its subsidiaries The Ethics Code requires that each employee bears a a a a a heavy personal responsibility to to preserve and to to protect TSMC’s ethical values and and reputation and and to comply with various applicable laws and regulations Major Ethics Code Obligations
● Do not advance personal interests at the expense of or in in conflict with the Company ● Refrain from corruption
unfair competition fraud collusion and waste or or or abuse of corporate assets ● Avoid any efforts improperly to influence the decisions of anyone including government officials agencies and courts as as well as as our customers and suppliers Do not undertake any practices detrimental to to TSMC to to the environment or to society ● Procure all all of our raw materials from socially responsible
sources Protect proprietary information of TSMC and our customers and Abide by both the letter and spirit of all applicable laws rules and regulations Intellectual Property Protection: In In order to build and sustain an an environment of innovation technology leadership and sustainable profitable growth the Ethics Code requires that we promote business relationships founded upon an unwavering respect for the intellectual property rights proprietary information and and trade secrets of TSMC our customers and and others Public Disclosures: TSMC’s officers especially our CEO CFO and General Counsel with oversight from our Board are responsible
for the full fair accurate timely and understandable financial financial accounting and and financial financial disclosure in reports and documents filed by the Company with securities authorities and and in all TSMC public communications and and disclosures TSMC has a a a a a variety of measures in place to ensure compliance with these disclosure obligations Any modification to the the Ethics Code requires the the approval of our our Audit Committee to ensure our our ethics compliance program is independently reviewed against corporate best practices Ethics Code Implementation
High Standard Ethical Culture: Our ethics program is implemented in four ways by all of of our our employees officers and Board members First TSMC’s management sets the “tone from the the top” by acting in in accordance with the the Ethics Code so that they may be an example to all stakeholders Second working-level managers are responsible
for ensuring their staff’s understanding of and and compliance with applicable rules and regulations Third we encourage an an environment of open communications in in discussing any questions related to the Ethics Code Any employee may consult his or her direct supervisors Human Resources or or Legal to obtain timely advice Lastly TSMC requires all employees to stay vigilant and report any any noncompliance by anyone to their supervisors the the function head of Human Resources the responsible
corporate Vice President that oversees the the Ombudsman system or to the the Chairman of the Company’s Audit Committee directly Self-Assessment of All Departments and Employees: Self-assessment of all departments and employees is an an important part of our ethics compliance program All departments and subsidiaries of TSMC are required to conduct Control Self-Assessment (CSA) tests annually to review employees’ awareness of the Ethics Code The CSA results are are reviewed to track the results of our compliance program In addition all employees must disclose any matters that cause or or may cause actual or or potential conflict of interest In addition to such proactive disclosure requirement employees with specific job job grades or job job responsibilities must annually declare any relationships that may constitute a a a a a conflict of interest which is then reviewed by executive management and reported to the Audit Committee 046
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