Page 49 - TSMC 2019 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 to sustain the the hard-earned trust and and confidence of its shareholders customers suppliers employees and and the the general public – constantly and and and vigilantly promoting integrity fairness and and and transparency in in in all that we say and and and do We have zero tolerance for corruption refrain from bribery fraud waste of of of corporate assets and prohibit the the advancement of of of personal interests at at the the expense of of of or or or in in conflict with TSMC TSMC At the the heart of our corporate governance culture is the the “TSMC Ethics Ethics and Business Conduct
Policy” (“Ethics Code”) The Ethics Code Code requires that each employee bear a a a a a a a a heavy personal responsibility to to preserve and to to protect TSMC’s ethical values and reputation At the the same time we we have formulated the the “TSMC’s Supplier Code of Conduct” as well to ensure our suppliers understand and and and follow the the Ethics Code and and and together fulfill our corporate social responsibilities Major Ethics Code Obligations
• Do not advance personal interests at the the expense of or in in conflict with the the Company • Refrain from corruption bribery unfair competition fraud extortion collusion embezzlement and waste or or or or or abuse of corporate assets • Avoid any any efforts improperly to influence the decisions of of anyone including government officials agencies as as well as as TSMC’s • • customers and suppliers Do not undertake any practices detrimental to to to TSMC to to to the environment or to to to society Procure all all of our our raw materials from socially responsible sources Protect proprietary information of TSMC and and our customers and and • • Abide by the letter of all applicable laws rules and regulations Intellectual Property Protection: In In order to build and and sustain sustain an an an environment of innovation technology leadership and and sustainable profitable growth the the Ethics Code requires that TSMC promotes business relationships founded upon an unwavering respect for the the intellectual property rights proprietary information and and trade secrets of TSMC our customers and and others Public Disclosures: TSMC’s officers especially our our CEO CFO and General Counsel with oversight from our our Board are responsible for the the full fair accurate timely and and and and understandable financial financial accounting and and and and financial financial disclosure fin in fin in reports and and and and documents filed by the the Company with securities authorities and and in in all TSMC TSMC public communications and and disclosures TSMC TSMC has a a a a a a a a a a a variety of measures in in place to ensure compliance with these disclosure obligations Any modification to to the the Ethics Code requires the the approval of our our Audit Committee to 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 TSMC’s employees officers and and Board members First TSMC’s management sets the the the the “tone from the the the the top” by acting in in accordance with the the the the Ethics Code so that they may be be an an 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 an environment of open communications in in discussing any questions related to to the Ethics Code Any employee may consult his or or or her
direct supervisors Human Resources or or or Legal to to obtain timely advice Lastly TSMC requires all employees to to stay vigilant and report any any noncompliance by anyone to to their supervisors the the function head of Human Resources the the the responsible corporate senior management appointed by CEO that oversees the the the Ombudsman system or or or or to the the the Chairman of the Company’s Audit Committee directly Self-Assessment of of of All Departments and and Employees: Self-assessment of of of all departments and and employees is an an an an important part part part of of of our ethics compliance program All departments and subsidiaries of TSMC are required to conduct Control Self-Assessment (CSA) tests annually
to to review review employees’ awareness of of the the Ethics Code The CSA results results are are reviewed to to track the the results results of of our compliance program In addition addition all employees must disclose any matters that cause cause or or may cause cause actual or or potential conflict of interest In addition addition to this 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 a a a a conflict of interest which enables TSMC to to take necessary arrangements and report the the results to to the the Audit Committee 47