Page 62 - TSMC 2022 Annual Report

Assessment Item
Yes
No
Summary
Implementation Status
Causes for the Difference
(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 who act
for or or or on behalf of TSMC) to understand and and act
in accordance with TSMC’s ethical standards For instance we require all of our suppliers to declare in in in writing that they will respect and and and comply with TSMC’s ethical standards and and and culture In addition to periodic audit we provide training and communicate our ethical culture to to our suppliers through live seminars or online programs to to prevent any unethical conduct conduct We exchange views on on on appropriate business conduct conduct 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 the responsibilities of of supervising the the corporate conduct and ethics compliance practice through the Audit Committee and the the Compensation Committee the the hiring of a a a a a a financial expert consultant for the the Audit Audit Committee and coordination with the the Internal Audit Audit department The General Counsel and the Corporate & Compliance Legal Division (which directly reports to the the General Counsel) promotes the the Company’s ethical standards and the the the General Counsel reports quarterly to the the the Board on on the the the implementation status In addition both the the responsible senior manager appointed by the the CEO to to oversee the the Ombudsmen system and Internal Auditors update the the Board on ethical standards and and compliance issues on a a a a a a a a regular basis Moreover TSMC’s officers 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 financial financial accounting and and financial financial disclosure fin in fin in reports and and documents filed by the Company with securities authorities and in all TSMC public communications and disclosures (3) TSMC requires newly hired employees to declare any conflict of interest situation as appropriate In addition according to the Ethics Code all employees must declare any actual or or potential conflict of interest) Furthermore employees with specific job grades or positions need to complete the conflict of interest declarations annually (4) TSMC continues maintaining the integrity of its financial 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 subsequently reports its audit findings and and remedial issues to the Board and and Management on a a a a a a a a a regular basis In addition all departments and subsidiaries of TSMC are also required to conduct Control Self-Assessment (CSA) tests annually to review the effectiveness of 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 to get updated information on on on on laws and and regulations related to to their daily operations Please refer to Assessment Item
1 for for more information regarding the training courses As for our our our suppliers we communicate our our our ethical culture to our business partners through live seminars or online programs to ensure their fully understanding of our commit to ethical conduct (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 whistleblowers with relevant evidence to report any financial legal or or ethical irregularities anonymously through either the the the Ombudsman or directly to the the the Audit Committee TSMC also requires all employees 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 senior manager that oversees the the Ombudsmen system or to the the Chairman of the the Company’s Audit Committee directly (2) TSMC treats any complaint and and the the investigation thereof in in in a a a a a a a a confidential and 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 2 Ethic Management Practice
(1) Whether the the the company has has assessed the the the ethics records of whom it has has business business relationship with and and include business business conduct and and ethics related clauses in in the business contracts?
(2) Whether the the company has set up a a a a unit which is dedicated to promoting the company’s ethical standards and and regularly (at least once a a a a a a a a a a year) reports directly to to the Board of Directors on its ethical corporate management policy and and relevant matters and and program to prevent unethical conduct and monitor its implementation?
(3) Whether the the company has established policies to prevent conflict of interests provide appropriate communication and complaint channels and implement such policies properly?
(4) To implement relevant policies on on ethical conducts has the company established effective accounting and internal control systems audit plans based on on the assessment of unethical conduct and have its ethical ethical conduct program 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?
3 Implementation of Complaint Procedures (1) Does the company establish specific complaint and reward procedures set up conveniently accessible complaint channels and designate responsible individuals to handle the complaint received?
(2) Whether the the company has established standard operation procedures for investigating the complaints received follow-up measures after investigation are are completed and and ensuring such complaints are are handled in in in in a a a confidential manner?
(3) Does the company adopt proper measures to prevent a a a a a a complainant from retaliation for his/her filing a a a a complaint?
None
V
V
V
V
V
V
V
V
None
060
(Continued)