Page 48 - TSMC 2018 Annual Report

3 5 Code of Ethics and Business Conduct
Ethics at TSMC
“Integrity” is TSMC’s most important core value TSMC
TSMC
strictly adheres to the highest standards of integrity and and promotes good ethical behavior to sustain the hard-earned trust and confidence of its shareholders customers suppliers employees and the general public – constantly and vigilantly promoting integrity fairness and and transparency in all that we say and and do We have zero tolerance for corruption refrain from bribery fraud waste of of corporate assets and prohibit the advancement of of personal interests at the the expense of or in in conflict with TSMC
At the the heart of our corporate governance culture is the “TSMC Ethics and Business Conduct
Policy” (“Ethics Code”) The Ethics Ethics Code Code requires that each employee bear a a a a a a heavy personal responsibility to to preserve and and to to protect TSMC’s ethical values and and reputation At the the same time we have formulated the the “TSMC’s Supplier Code of Conduct” as well to ensure our suppliers understand and and follow the the Ethics Code and and together fulfill our corporate social responsibilities Major Ethics Code Obligations
• Do not advance personal interests at at the the expense of or or in in conflict with the Company • Refrain from corruption unfair competition fraud collusion • • and waste or or or or abuse of of corporate assets Avoid any efforts improperly to influence the decisions of anyone including government officials agencies as as well as as • TSMC’s 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 • • a n d d Abide by the letter 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 TSMC
promotes business relationships founded upon an unwavering respect for the intellectual property rights proprietary information and trade secrets of TSMC
our customers 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 and understandable financial
accounting and and financial
disclosure in in in reports and and documents filed by the Company with securities authorities and in all TSMC
public communications 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 Audit Committee to ensure 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 TSMC’s 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 TSMC
encourages 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 senior management appointed by CEO that oversees the Ombudsman system or to the the Chairman of the the Company’s Audit Committee directly Self-Assessment of All Departments and Employees: Self- Self- assessment of all departments and employees is an an an important part 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 the Ethics Code The CSA results are reviewed to track the the results of our compliance program In addition all employees must disclose any matters that cause cause or may cause cause actual
or potential conflict of interest In addition to this proactive disclosure requirement employees with specific job grades or job responsibilities must annually declare any relationships that may constitute a a a conflict of interest which enables TSMC
to take necessary arrangements and report the the results to the the Audit Committee Internal Internal Auditing: The Internal Internal Auditor of TSMC
plays a a a a a critical role in in ensuring the the Company’s compliance with the the Ethics Code and and relevant rules and and regulations To ensure that our 46