Page 51 - 2017 TSMC Annual Report

Assessment Item
Implementation Status
Non- implementation and Its Reason(s)
Yes
No Explanation
2 Ethic Management Practice
(1) Does the the company assess the the ethics records of whom it has business
relationship with and and include business
conduct and and ethics related clauses in in the business
contracts?
(2) Does the company set up a a a a unit which is dedicated to or tasked with promoting the the company’s ethical standards and and reports directly to the the Board of Directors with periodical updates on relevant matters?
(3) Does the company establish policies to prevent con ict of interests provide appropriate communication and and complaint channels and and implement such policies properly?
(4) To implement relevant policies on on ethical conducts does the company establish effective accounting and internal control systems that are audited by internal auditors or or CPA periodically?
(5) Does the company provide internal and external ethical conduct training programs on a a a a regular basis?
V
V
V
V
V
(1) We expect and and assist our customers suppliers business
partners and and any other entities with whom we deal (such as consultant or third party agents who act act for or or or on behalf of TSMC) to understand and and act act in accordance with TSMC’s ethical standards For instance as for our suppliers we require all of them to declare in in in writing that they will not engage in in in any fraud or any unethical conduct when dealing with us
or our of cers and employees In addition to periodic audit we provide training and communicate
our our ethical culture to to our our suppliers through live seminars to to prevent any unethical conduct conduct We exchange views on on on appropriate business
conduct conduct and and TSMC’s ethical standards with our customers as part of customer customer audit programs (2) TSMC’s Board of of Directors strives to to perform the responsibilities of of supervising the corporate conduct and ethics compliance practice through the the the Audit Committee Committee and the the the Compensation Committee Committee the the the hiring of a a a nancial expert consultant for the Audit Committee and coordination with the the Internal Audit department The General Counsel and the the Corporate & Compliance Legal Division (which directly reports to the General Counsel) promotes with other divisions the the the Company’s ethical standards and and the the the General Counsel reports quarterly to the the Board on on the the implementation status In addition the responsible corporate Vice President who oversees the the Ombudsmen system and Internal Auditors update the the Board ethical standards compliance issues on a a a a a a regular basis Moreover TSMC’s of cers especially our our CEO CFO and General Counsel with oversight from our our Board are responsible for the full fair accurate timely and and understandable nancial nancial accounting and and nancial nancial disclosure in in reports and and documents
led by the Company with securities authorities and in all TSMC public communications and disclosures (3) TSMC requires newly hired employees to declare any con ict of interest situation as appropriate In addition all employees must disclose any matters that have have or may have have the the appearance of undermining the the Ethics Code (such as any actual or or potential con ict of interest) Furthermore key employees and senior of cers must periodically declare their compliance status with the Ethics Code according to relevant procedures (4) TSMC continues maintaining the integrity of its nancial reporting processes and and controls and and establishes appropriate internal control control systems for preventing higher potential unethical conduct and the Internal Auditors formulate annual audit plans based on the the results of the the risk assessment and and subsequently reports its audit ndings and and remedial issues to the Board and and Management on on a a a a a a a a a a regular basis In addition all departments and and subsidiaries of TSMC are also required to conduct Control Self-Assessment (CSA) tests annually to review the the effectiveness of the the internal control system (5) Training is a a a a a major component of our compliance program conducted throughout the year to to refresh TSMC’s employees’ commitment to to ethical conduct and and to get updated information on on on on laws and and regulations related to their daily operations As for our our suppliers we communicate
our our ethical culture to to our business
partners through live seminars to to ensure their fully understanding of our commit to ethical conduct None
3 Implementation of Complaint Procedures
(1) Does the company establish speci c c c c c complaint and reward procedures set up conveniently accessible complaint channels and designate responsible individuals to handle the complaint received?
(2) Does the company establish standard operation procedures for investigating the complaints complaints received and ensuring such complaints complaints are handled in a a a a con dential manner?
(3) Does the company adopt proper measures to prevent a a a a a a complainant from retaliation for his/her ling a a a a complaint?
V
V
V
(1) TSMC’s Audit Committee approved and TSMC TSMC has implemented the “Complaint Policy and and Procedures
for Certain Accounting and and Legal Matters“ and “Procedures for Ombudsman System“ that allow employees or or any any whistleblowers with relevant evidence to report any any nancial legal or or ethical irregularities anonymously through either the the Ombudsman or or directly to to the Audit Committee TSMC also requires all employees to to stay vigilant and whistle-blow any any noncompliance by anyone to their supervisors the the function head of Human Resources the the responsible corporate Vice President that oversees the the the Ombudsmen system or to the the the Chairman of the the the Company’s Audit Committee directly (2) TSMC treats any complaint and the the investigation thereof in in in a a a a a a a con dential and sensitive manner as is clearly stated in our bylaws (3) TSMC strictly prohibits any any form of retaliation against any any individual who in in in good faith reports or or helps with the investigation of any complaint as is clearly stated in our bylaws None
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