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.
Title | Name | Study Date | Organizer | Course Name | Training Hours |
Director | Wang Shiu Ting | Nov 30, 2022 | The Accounting Research and Development Foundation | The Latest Development of the ESG and the Financial Statement Self-Preparation Policies and Internal Control Management Practices | 6.0 |
Director Representative | Wang Xing Lei | Nov 30, 2022 | The Accounting Research and Development Foundation | The Latest Development of the ESG and the Financial Statement Self-Preparation Policies and Internal Control Management Practices | 6.0 |
Director Representative | Liu Chang Yu | Nov 03, 2022 | Securities and Futures Institute | Introduction to Right of Disgorgement and Related Cases | 3.0 |
Director Representative | Liu Chang Yu | Nov 15, 2022 | Securities and Futures Institute | ESG New Economy and New Opportunities for Enterprise Transformation | 3.0 |
Independent Director | Jhan Cian Long | Oct 19, 2022 | Securities and Futures Institute | Introduction to Right of Disgorgement and Related Cases | 3.0 |
Independent Director | Jhan Cian Long | Oct 19, 2022 | Securities and Futures Institute | Challenges and Opportunities of Sustainable Development Path and Introduction of Greenhouse Gas Inventory | 3.0 |
Independent Director | Lin Bo Sheng | Oct 11, 2022 | Securities and Futures Institute | M&A Practices | 3.0 |
Independent Director | Lin Bo Sheng | Oct 04, 2022 | Taiwan Corporate Governance Association | Mergers & Acquisitions Practices and Case Studies | 3.0 |
Independent Director | Fan Hong Shu | Aug 05, 2022 | Taiwan Corporate Governance Association | Corporate governance and regulations relating to securities | 3.0 |
Independent Director | Fan Hong Shu | Aug 05, 2022 | Taipei Exchange | The Insider Equity Publicity Seminar of the Company Over-the-counter Market | 3.0 |
Independent Director | Ma Shu Zhuang | Jun 29, 2022 | Taiwan Corporate Governance Association | Knowing, Facing, and Responding to CFC | 3.0 |
Independent Director | Ma Shu Zhuang | Jul 27, 2022 | Taiwan Stock Exchange Corporation | SUSTAINABLE DEVELOPMENT ROADMAP | 2.0 |
Independent Director | Ma Shu Zhuang | Aug 25, 2022 | Taipei Exchange | The Insider Equity Publicity Seminar of the Company Over-the-counter Market | 3.0 |
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. For improper behavior that violates the policy on unethical conduct, TSC has established a grievance email address (anticorruption@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.
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.
Since its establishment, TSC has adhered to the standards of relevant regulations for publicly traded companies, establishing internal operating procedures and continuously monitoring domestic and international laws, as well as regulatory policies from regulatory authorities that may impact its operations. The company is committed to making adjustments as needed. Our “Code of Ethics” explicitly outlines that all employees must comply with laws such as the Company Act, Securities and Exchange Act, Political Contributions Act, and Government Procurement Act. The code strictly prohibits bribery, acceptance of bribes, or the giving and receiving of political contributions.
We uphold the highest professional ethical standards to safeguard its corporate reputation and gain the trust of stakeholders. TSC has established effective mechanisms for handling and disclosing significant internal information to prevent improper disclosure, ensuring consistency and accuracy in external information. Additionally, to prevent insider trading, the company has formulated the “Management Measures for Handling Internal Significant Information and Preventing Insider Trading,” which is publicly available on the company’s website for compliance purposes.
With the rapid advancement of information technology, enterprises face growing threats and risks related to information security. As internal digital transformation and system integration become increasingly frequent, ensuring the security of corporate information assets and protecting personal privacy have become critical components of business governance. TSC adheres to the following regulations and standards to establish a comprehensive information security governance framework:
• Guidelines for Cyber Security Management of Listed and OTC Companies
• Recommendations from Taiwan Computer Emergency Response Team/Coordination Center (TWCERT/CC)
• Cyber Security Management Act
• ISO 27001:2022 Information Security Management Systems (ISMS) Standards
In line with TSC’s internal Information Security Policy—as well as relevant internal regulations, operating standards, and procedures—the company implements a systematic ISMS to strengthen the prevention, response, and continual improvement of information security incidents, thereby ensuring business continuity and the protection of critical information assets. Each business unit is responsible for formulating internal procedures in accordance with general information security principles, thereby supporting comprehensive regulatory compliance and control across the organization.
Starting in 2024, TSC officially launched the implementation of the ISO 27001:2022 Information Security Management Systems (ISMS). The project encompasses information asset inventory, risk analysis and assessment, planning and execution of control measures, and integration of incident reporting mechanisms and continuous improvement processes. These efforts aim to build a comprehensive information security governance framework that strengthens organizational resilience and enhances information protection capabilities.
The Information Security Management Committee has established various functional teams responsible for the implementation and operation of Information Security Management Systems (ISMS). These teams oversee tasks such as asset management, risk assessment, incident response, and information security education and training. The Committee is chaired by the Chief Information Security Officer (CISO), who acts as the ISMS convener and is responsible for setting information security policies, allocating necessary resources, and providing strategic decision-making support to ensure alignment with the company’s overall objectives. Additionally, a management review mechanism has been established, with periodic meetings convened by the CISO to evaluate the implementation of ISMS. These reviews assess the appropriateness of current policies, goal achievement, risk control effectiveness, incident records, resource requirements, and opportunities for continuous improvement—serving as the foundation for maintaining and optimizing the company’s information security system.
In light of the value and importance of information security to TSC, the company proactively analyzes potential threats and vulnerabilities, estimates the likelihood and impact of risks, and evaluates the urgency and scope of each risk. Risks are then classified and ranked, with corresponding management measures planned to reduce the potential negative impact on TSC’s operations, reputation, financial status, competitiveness, and other aspects in the event of an information security incident. No information security incidents occurred in 2024.
To ensure the timeliness and transparency of information security incident reporting and response, TSC has established a clear Information Security Incident Notification and Response Process, implemented in accordance with the internal Information Security Incident Management Operational Standard. The Incident Response Team is responsible for coordinating the reporting and response mechanisms. When an information security incident is identified by internal or external parties, it must be immediately reported to the Incident Response Team to initiate the response procedure. Based on the classification and type of the incident, appropriate response measures are taken to control losses and ensure business continuity.
According to TSC’s incident classification standards (Levels 1 to 4), specific notification procedures and response timelines have been clearly defined for each level. The Incident Response Team coordinates the response handling process, working with Asset Management rightsholders, system administrators, and relevant units to ensure timely and appropriate handling of incidents. Key procedures include:
1. Real-time reporting and Response: Upon detection of an anomaly, relevant units must report immediately to the Incident Response Team, which then initiates immediate response actions.
2. Endpoint isolation and access control: For high-risk incidents, device isolation and access rights adjustment are carried out to prevent risk propagation.
3. System recovery and risk assessment: After the threat is eliminated, system repairs and a reassessment of information security risks are conducted to ensure stable business operations.
4. Continuous monitoring and improvement: Within 10 business days after incident resolution, a review report is compiled, outlining the cause of the incident and the handling process, along with proposed improvement measures to enhance the organization’s information security resilience.
In addition, TSC has referred to the TPEx Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities to establish a comprehensive mechanism for external reporting and disclosure of information security incidents. If an information security incident reaches the level of a material event and may impact the Company’s operations or investor interests, TSC will follow the relevant regulatory requirements to provide a public explanation and disclosure within the prescribed timeframe, ensuring transparency and timely response.
Through the implementation of the ISO 27001:2022 Information Security Management Systems (ISMS) and the corresponding institutionalization of management practices, TSC has significantly improved its information security management capabilities and incident response efficiency, thereby safeguarding business continuity and reducing the likelihood of major information security risks.
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.