Integrity Management
To uphold the policy of integrity management and conduct business activities based on integrity management and the principles of honesty, fairness, trustworthiness, and transparency, CSC has established the “Procedures for Integrity Management and Guidelines for Conduct” to specifically regulate what CSC employees should pay attention to when doing their work. In addition, it has also declared its policy of integrity management in internal regulations, annual reports, company websites, various publicity materials and external activities so that managers, employees, suppliers, customers or other business-related organizations and personnel can understand CSC's concepts in integrity management and regulations.
CSC strictly demands that its employees abide by work rules and implement the "Procedures for Integrity Management and Guidelines for Conduct" and other relevant regulations. In the process of promoting the Taiwan Intellectual Property Management System (TIPS), CSC has simultaneously asked new and incumbent employees to sign the "Statement and Commitment on the Code of Conduct for Employees" so that they understand that they shall not directly or indirectly provide, promise, request or accept any improper benefits or engage in other violations of good faith, illegal acts, or breach of fiduciary duty in the process of performing their duty.
Dishonest behavior, such as requesting, making promises, or accepting improper benefits, or accepting entertainment from manufacturers or interested parties, has long been prohibited by CSC, which has become part of its corporate culture. In addition, CSC is not allowed to make political donations in accordance with Subparagraph 1, Paragraph 1, Article 7 of the Political Donations Act.” Directors, managers, employees, appointees and actual controllers at CSC shall comply with the “Code of Integrity Management” when engaging in business activities, and they shall not directly or indirectly provide, promise, request or accept any improper benefits, or engage in other dishonest acts that violate integrity, illegality or breach of fiduciary duty in order to obtain or maintain benefits.
In order to manifest a high-quality corporate culture, maintain CSC's image, and provide employees with a basis for handling donated goods, invitations to banquets, and lobbying, CSC has established the "Key Points for Handling Donated Goods, Invitations to Banquets, and Lobbying" for employees to follow.
Avoiding Conflicts of Interest
To promote honest and ethical behavior of directors and improve corporate governance, “The Codes of Ethics for Directors” of CSC strictly stipulates avoidance of conflict of interest and sets anti-corruption principles. Also, “Rules of Procedure for Board of Directors Meetings”, which was enacted in accordance with “Regulations Governing Procedure for Board of Directors Meetings of Public Companies”, provides that if there is a conflict of interest for any director with respect to any matter on the agenda at the board meeting, the director must recuse from discussion and voting on that matter and must not exercise voting rights as proxy for another director on that matter. With consideration to the trend of corporate governance, when amending the Rules of Procedure for Board of Directors Meetings in 2022, the Company deems directors to have a conflict of interest if the director's spouse, relative within the second degree of kinship, or a company with controlling interest or subordinate relationship with the director has a conflict of interest in the agenda item.
Please refer to CSC's 2023 annual report for the execution results of principles and regulations mentioned above; the report also provides a further disclosure on cross-board membership, cross-shareholding with suppliers and other stakeholders, existence of controlling shareholders, and related parties including their relationships, transactions, and outstanding balances.
Chapter 3 and its appendix - Financial Reports: Related Party Transactions Section. CSC implements the avoidance of executive directors' conflicts of interest, so there is no conflict of interest incidents in 2023.
In addition, the organizational regulations state the relevant rules regarding avoidance of conflict of interest and corresponding penalties, such as: 1. “The Code of Ethics for General Managers and Above”, which clearly regulates that personnel above General Managers should handle business in an objective and efficient manner, avoiding using their positions to cause undue benefits to related personnel or the company; 2. “The Ordinance for Avoiding Conflict of Interests”, prohibiting employees from using their power or position and information to plot private interests.
