In order to establish a sound corporate governance system,TSC refers to the “Corporate Governance Best Practice Principles” formulated by the Taiwan Stock Exchange and the Taiwan Securities Association. The company has formulated the “Corporate Governance Principles” to establish an effective corporate governance framework. Additionally,we have appointed a Corporate Governance Officer, who serves as the highest executive in charge of corporate governance-related matters, held by the VP of the General Administration Department. Various relevant units are responsible for executing various corporate governance affairs.
The Corporate Governance Officer has held a managerial position in a publicly traded company engaged in financial, accounting, or corporate governance-related matters for more than five years.
Corporate Governance Business Execution for the Year 2022:
1. Conducted 7 board meetings and 6 audit committee meetings, preparing meeting minutes.
2. Held 1 shareholder meeting, preparing meeting minutes.
3. Assisted directors and supervisors in appointment and continuous education, with a total of 7 individuals undergoing training for a combined duration of 44 hours.
4. Provided necessary information for the execution of duties by directors and supervisors.
5. Assisted directors and supervisors in compliance with laws.
6. Handled other matters as stipulated in the company’s articles of association or contracts, etc.
Study Date (Start) | Study Date (End) | Organizer | Course Name | Training Hours |
Sep 23, 2024 | Sep 23, 2024 | Taipei Foundation Of Finance | Corporate Governance-AI Supervision | 3.0 |
Sep 30, 2024 | Sep 30, 2024 | Taipei Foundation Of Finance | Corporate Governance-Corporate Cybersecurity Management and Protection Strategies | 3.0 |
Aug 07, 2024 | Aug 07, 2024 | Taiwan Corporate Governance Association | Company and Corporate M&A Laws Practices, Tax Consideration, and BVI Related Laws Amendments | 3.0 |
Oct 08, 2024 | Oct 08, 2024 | Taiwan Corporate Governance Association | Tax Impact of Group Value Chain Planning and Introduction to International Tax Disputes | 3.0 |
Nov 07, 2024 | Nov 08, 2024 | Accounting Research and Development Foundation | Continuing Development Course of Principal Accounting Officers of Issuers, Securities Firms, and Securities Exchanges (3hrs for Corporate Governance, 3hrs for Accounting, 3hrs for Finance, and 3hrs for Occupational Ethics and Legal Responsibilities) | 12.0 |
Integrity management has been the cornerstone of our business strategy for nearly 40 years. In addition to complying with relevant regulations in Taiwan, the Company also establishes policies related to honesty and integrity management, as well as internal supervision and whistle-blower protection systems. We promote various training and advocacy programs to ensure that the behavior of all employees aligns with the moral values of TSC.
TSC is committed to the soundness of integrity management, following relevant national laws and regulations, and has established the TSC Ethical Corporate Management Best Practice Principles, Work Rules, Codes of Ethical Conduct, and various ethical conduct management and guidelines as the ethical and behavior indicators for all employees (including managers), expecting to shape a corporate culture of integrity and moral values. The integrity operation policies and prevention plans are reviewed for their promotion and compliance by the ESG Committee, and a report is submitted to the Board of Directors at least once a year. Relevant policies and practices are disclosed on the Company’s internal management platform and official website for all employees and other stakeholders to refer to.
The Audit Office of the Company continues to use effective accounting systems and internal control systems to regularly analyze and supervise business activities within the scope of operations that involve higher risks of integrity violations. Through this, we establish audit targets, scope, items, frequency, and other preventive measures, and regularly conduct audits to ensure effective supervision and control. In addition to establishing internal monitoring mechanisms, we also appoint CPAs to conduct audits or engage professional consultants for assistance. After producing audit reports based on the audit results, we report on the implementation status to the Board of Directors at least once a year.
For improper behavior that violates the policy on unethical conduct, TSC has established a grievance email address (Tsgrumble@ts.com.tw), through which employees and relevant stakeholders can file grievances with the Company. The handling of grievances is kept confidential throughout the process to protect the whistleblower from any improper retaliation. Subsequently, the supervisors of each site, the Audit Office, and the Legal Department will handle grievances according to their responsibilities. We plan to establish smoother communication and a more comprehensive grievance channel by completing the update of the official website by the end of 2023.
TSC follows the “Information Security Management Guidelines for Listed and Over-the-Counter Companies” and takes into consideration recommendations from the Taiwan Computer Emergency Response Team/Coordination Center (TWCERT/CC). It has established the “Information Cycle and Electronic Data Control Procedures,” incorporating an internal control system that includes control operations for eight major operational cycles. In addition, TSC’s Information Security Management Team has deployed efforts in managing, analyzing, and defending against internet information security. We aim to achieve ISO 27001 Information Security Management System (ISMS) certification by 2025. To enhance network security, TSC has procured advanced network security protection software and hardware, implemented an automated endpoint protection management platform, and strengthened the absolute security of data and systems to address the rapidly changing challenges in information security.
Considering the value and importance of information security to TSC, we conduct a preliminary analysis of potential threats and vulnerabilities, estimate the likelihood and impact of risks, evaluates the level of urgency and scope of impact, ranks risks, plans corresponding management measures, in order to reduce the potential negative impacts on our operations, reputation, financial status, competitiveness, and related aspects when information security incidents occur.
For the notification and handling of information security incidents, we have specifically established information security notification and handling procedures. When a security incident occurs, the information unit will report to various departments and determine the level of the incident. If it is a major security incident, it will immediately report to supervisors at all levels and the risk management organization, and activate corresponding measures and actions according to the emergency response procedures and items at each site. After the incident is resolved, the information security management team will submit an analysis and handling report to the ESG Committee for evaluation, then provide explanations to our customers and trading partners as well as taking corrective measures to prevent the recurrence of incidents and maintain the trust of stakeholders.
Intellectual property represents the intellectual results and achievements of the company’s investment in technology development, especially for the long-term development of the company; it is a significant intangible asset. TSC has formulated the Intellectual Property Management Measures as the basis for managing and maintaining group intellectual property rights. Meanwhile, to enhance the importance and economic value of our company’s R&D technology and cultivate patents, our company regularly commissions external firms to provide intellectual property and patent-related training courses for internal R&D and technical personnel.
In the face of the changing structure and rapidly advancing technology in the semiconductor industry, TSC has redefined its goals and strategies for managing and maintaining intellectual property rights. We aim to optimize existing technologies and focus on researching core technologies, conducting an inventory and review of all patents within the group, and retaining patents with economic value. Additionally, we place greater emphasis on applying for new invention patents with higher levels of “originality” and “novelty”. As of now, TSC has been granted and holds 38 valid patents, including 33 invention patents, 4 utility model patents, and 1 design patent.
In addition, the Company’s R&D and technical personnel continue to submit new case applications (all of which are invention patent applications) to collaborate with a technology company in the United States for joint development of new technologies. This demonstrates our company’s goal and strategy for intellectual property management and maintenance, which is not quantity-oriented but quality-oriented. Aiming to strengthen the determination of our intellectual property deployment, the Legal Department, together with the senior management of the Company, not only plans regular intellectual property training or industry-related courses for R&D and technical personnel, but has also started planning and formulating new internal management measures and systems (including the introduction and promotion of trade secret systems) to enhance the content of technology and patents, and protect the core technology and patents of the Company.
To encourage employees to actively engage in research, invention, and innovation, and to improve product quality and functionality, thereby enhancing competitiveness, there are numerous incentive measures, including proposal rewards, approval rewards, patent infringement reporting rewards, patent rejection rewards, licensing rewards, and annual rewards, which encourage employees to protect intellectual property rights through diverse criteria collectively. In 2022, the R&D Department received rewards and was granted patents for two projects, “Multi-protected Ring Schottky Diode” and “Multi-trench Schottky diode”, in the United States and Taiwan.