Page 65 - TSMC 2024 Annual Report

Assessment Item
Yes
No
Implementation Status Causes for the Difference
Summary
(1) We expect and and assist our customers suppliers business partners and and any other entities with whom we deal (such as consultant or or third party agents who who act for 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 to periodic audit we provide training and communicate our our ethical culture to to our our suppliers through live seminars or online programs to prevent any unethical conduct We exchange views on on appropriate business conduct and and TSMC’s ethical standards with our customers as part of customer customer audit programs and questionnaires (2) TSMC’s Board of of Directors strives to to perform the responsibilities of of supervising
the the corporate conduct and and ethics compliance practice through the the Audit and and Risk Committee Committee and and the the Compensation and and People Development Committee Committee the the hiring of a a a a a a a financial expert consultant for the Audit and and Risk Committee and 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 the the Company’s ethical standards and and the the General Counsel reports quarterly to the the the Board on on on on the the the implementation status In addition both the the the responsible senior manager appointed by the the CEO to oversee the the Ombudsmen system and Internal Auditors update the Board on on ethical standards and and compliance issues on on a a a a a a a a a regular basis Moreover 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 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 Company with securities authorities and in all TSMC public communications and disclosures (3) TSMC requires newly hired employees to declare any conflict of interest when joining TSMC 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 controls 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 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 to refresh TSMC’s employees’ commitment to to to ethical conduct and to to to get updated information on on on on laws and regulations related 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 our our business partners through live seminars or online programs to ensure their fully understanding of our commit to ethical conduct (1) TSMC has implemented the “Complaint Policy and Procedures for Certain Accounting and Legal Matters” that
allows employees or any whistleblowers with relevant evidence to report any financial legal or or ethical irregularities anonymously through the Audit and and Risk Committee Whistleblower System System Ombudsman System System and and Irregular Business Conduct Reporting System 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 or or through those current reporting channels (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 in in our bylaws TSMC provides the guidelines and and informative articles related to ethics and and honorable business conduct on on its internal website (in both Chinese and English) for employees’ easy access In addition TSMC posts its Annual Report (which is also available at the MOPS) and and Sustainability Report on its external website (in both Chinese and and English available at: http://www tsmc com) to disclose TSMC Ethics Code and the information about implementation of the Ethics Codes 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?
4 Information Disclosure
Does the company disclose its guidelines on business ethics as as well as as information about implementation of such guidelines on on on its website and Market Observation Post System (“MOPS”)?
None
V
V
V
V
V
V
V
V
V
None
None
5 If the the company has established corporate governance policies based on Ethical Corporate Management Best Practice
Principles for TWSE/GTSM Listed Companies please describe any any discrepancy between the the policies and their implementation TSMC has established the the the the the Ethics Ethics Ethics Code Code to require that
all employees officers and and and board members comply with the the the the the Ethics Ethics Ethics Code Code and and and the the the the the other policies and and and procedures There is is is no discrepancy between the the the the the Ethics Ethics Ethics Code Code including its its affiliate policies and and and procedures and and and its its implementation For more details please refer to “3 5 5 Code Code of of Ethics and and and Business Conduct” on on on page 59-63 of of this Annual Report 6 Other important information to facilitate better understanding of the the the company’s company’s corporate corporate conduct conduct and and and ethics ethics compliance practices (e g g review the the the company’s company’s corporate corporate conduct conduct and and and ethics ethics policy) For details on on on on on the implementation of of of TSMC’s corporate conduct and and ethics please refer to “3 5 5 Code of of of Ethics and and Business Conduct” on on on on on page 59-63 of of of this Annual Report 063