Page 53 - TSMC 2020 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
and
the general public – constantly and
and
vigilantly promoting integrity fairness and
and
transparency in in all that we say and
and
do We have zero tolerance for corruption refrain from bribery fraud waste of corporate assets and
prohibit the advancement of of personal interests at the expense of of or in in conflict with
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 requires that each employee bear 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 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 expense of or in in conflict with
the Company ● Refrain from corruption bribery unfair competition fraud 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 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-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 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 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 ● ● ● ● extortion collusion embezzlement and
waste or or abuse of corporate assets Avoid any improper efforts 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 our customers and
suppliers and
● 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 051