CSBC Corporation, Taiwan Code of Ethics
Published by letter Chuan-Guan-Zhi No. 1020000531 on April 2, 2013
Amended as per letter Chuan-Guan-Zih No. 0000552 on April 2, 2014
I. (Purpose and Scope of Application)
The Company establishes this Code in order to build the corporate culture and to
seek sound development of ethical operation.
This Code is applicable to the subsidiaries of the Company, juridical persons to
which the Company has directly or indirectly donated 50% or more funds on
accumulated basis and other organizations or corporate entities over which the
Company has substantial control.
II. (Prohibition against Unethical Conduct)
No director, manager, employee or any person with substantial control of the
Company (hereinafter a “Substantial Controller”) or other stakeholder shall, in the
process of performing business activities, directly or indirectly offer, promise,
request or receive any undue interest or engage in any act that is unethical, illegal
or in violation of fiduciary obligation for the purpose of acquiring or maintaining
interest (hereinafter “Unethical Conduct”).
The target of the act mentioned in the previous paragraph includes public officials,
political candidates, political parties or any staff thereof, as well as any public or
private enterprise or organization and any director (managing director), supervisor
(auditor), manager, employee, Substantial Controller or other stakeholder thereof.
III. (Type of Interest)
“Interest” referred to in this Code means any matter or object of value, including
money, gift, commission, position, service, gratuity and kickback in any form or
name, except normal and occasional social etiquette that does not have an impact
on specific right or obligation.
IV. (Compliance with the Law)
The Company shall comply with the Company Act, Securities and Exchange Act,
Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act,
Government Procurement Act, Act of Recusal of Public Servants Due to Conflicts
of Interest, regulations related to TWSE/GTSM listed companies and other
commercial conduct-related legislations as the basic condition for implementation
of ethical operation.
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V. (Policy)
The Company shall establish ethic-based policies in accordance with ethical,
transparent and responsible business philosophies and build good corporate
governance and risk control mechanism in order to create an operational
environment of sustainable development.
VI. (Precautionary Solutions)
The Company shall actively prevent unethical conduct in accordance with the
business philosophies and policies as mentioned the previous article, and shall
establish solutions for prevention of unethical conduct, including operational
procedures, code of conduct and educational training (“Precautionary Solutions”
hereinafter)when necessary.
VII. (Scope of Precautionary Solutions)
When establishing the Precautionary Solutions, the Company shall analyze
operational activities with higher risks of unethical conduct within the scope of its
operation and reinforce the relevant precautionary measures.
The Precautionary Solutions shall include at least precautionary measures against
the following conduct:
(I) Offer and acceptance of bribery.
(II) Provision of illegal political donations.
(III) Improper charitable donation or sponsorship.
(IV) Provision or acceptance of unreasonable gift, entertainment or other undue
interests.
VIII. (Commitment and Execution)
The Company shall expressly state the policy of ethical operation in its internal
charters and relevant external documents. The board of directors and the
management shall undertake active implementation and shall duly execute the
policies in internal management and external commercial activities.
IX. (Ethical Operation of Business Activities)
The Company shall engage in business activities in a fair and transparent manner.
Before engaging in business dealings, the Company shall consider the legality of
the agent, supplier, client or other business transaction counterparty and whether
there is any record of unethical conduct. Dealing with parties with records of
ethical conduct shall be avoided.
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When signing a contract with any party, the Company shall include in the contract
clauses about compliance with the policy of ethical operation and the possibility to
terminate or cancel the contract at any time if the transaction counterparty is
involved in any unethical conduct.
X. (Prohibition against Offer and Acceptance of Bribery)
The Company and its directors, managers, employees or Substantial Comptrollers
shall not, in performing business activities, directly or indirectly offer, promise,
request or accept any form of undue interests, including kickback, commission,
facilitation fee, or offer or accept any undue interests to or from any client, agent,
contractor, supplier, public official or other stakeholder, except when it is allowed
by the laws of the place of business.
XI. (Prohibition against Provision of Illegal Political Donations)
Any direct or indirect donation to any political party or any organization or
individual participating in political activities by the Company or any of its
directors, managers, employees or Substantial Comptrollers shall be in accordance
with the Political Donations Act and relevant internal procedures of the Company.
Such donations shall not be used to seek any commercial interest or transaction
advantage.
XII. (Prohibition against Undue Charitable Donation and Sponsorship)
Any charitable donation or sponsorship by the Company or any of its directors,
managers, employees or Substantial Comptrollers shall be in accordance with
applicable legislations and internal procedures and shall not be used as bribery
in disguise.
XIII. (Prohibition against Unreasonable Gift, Entertainment or Other Undue Interests)
The Company and its directors, managers, employees or Substantial
Comptrollers shall not directly or indirectly provide or accept any unreasonable
gift, entertainment or other undue interests for the purpose of establishing
commercial relationship or impacting any commercial transaction.
XIV. (Organization and Responsibility)
The board of directors of the Company shall exercise duty of care as good
administrators to procure that the Company prevent unethical conduct and
review at all times the Company’s performance and seek continuous
improvement to ensure the implementation of the policy of ethical operation.
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To perfect the management of ethical operation, the Management Department of
the Company shall be responsible for the establishment and supervision of
execution of the ethical operation policies and the Precautionary Solutions, and
shall make regular reports to the board of directors.
XV. (Legislative Compliance in Business Activities)
In performing business activities, the directors, managers, employees and
Substantial Controllers of the Company shall comply with the legislative
provisions and the Precautionary Solutions.
XVI. (Recusal of Director and Manager Due to Conflicts of Interest)
The Company shall establish policies against conflict of interest and provide
proper channels for directors and managers to offer explanations about whether
or not there is a potential conflict of interest with the Company.
The directors of the Company shall hold themselves to high standards of
self-discipline and shall limit themselves to statements of opinions and
answering of questions, and shall not participate in the discussion or voting, and
shall recuse themselves when discussing and making decision for any motion in
the agenda of the board of directors in which such director or the corporation it
represents has a potential conflict of interest with the Company. Such director
shall not exercise the voting rights on behalf of any other director. The
directors shall exercise self-discipline and shall not support each other in any
undue manner.
None of the directors or managers of the Company shall acquire any undue
interest for himself or his spouse, parent, child or any other person by taking
advantage of his position in the Company.
XVII. (Accounting and Internal Control)
The Company shall establish effective accounting system and internal control
system for business activities with higher risk of unethical conduct. There
shall not be any second set of books of accounting or reserved secret accounts.
The systems shall be reviewed at all times to ensure that the design and
execution thereof remain effective.
The internal auditors of the Company shall regularly review the compliance of
the systems mentioned in the previous paragraph and shall prepare audit
reports which shall be submitted to the board of directors.
XVIII. (Operational Procedures and Code of Conduct)
The Precautionary Solutions established by the Company in accordance with
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Article VI shall specifically provide the operational procedures and code of
conduct for the performance of activities by the directors, managers, employees
and Substantial Controllers, including the following:
(I) Provision or acceptance of interests shall be consistent with normal social
etiquettes and be occasional and not having any impact on specific rights or
obligations.
(II) Provision of procedures for handling legal political donations.
(III) Provision of procedures and amount standards for justifiable charitable
donation or sponsorship.
(IV) Regulations to avoid conflict of interest related to job duties and the
reporting and handling procedures thereof.
(V) Rules of confidentiality for confidential and commercially sensitive
information acquired in the course of business.
(VI) Regulations and handling procedures in relation to any supplier, client or
business counterparty who is involved in any unethical act.
(VII) Procedures for handling any identified violation of the corporate code of
ethics.
(VIII) Discipline on violators.
XIX. (Educational Training and Review)
The Company shall organize educational training and promotion to it directors,
managers, employees and Substantial Controllers at proper times to make sure
they fully understand the Company’s determination concerning ethical
operation, policies, Precautionary Solutions and the consequence of deviating
the ethical conduct.
The Company shall combine the policy of ethical operation with the policy of
employee performance review and human resource policies to establish a clear
and effective reward and discipline system.
XX. (Reporting and Penalty)
The Company shall provide proper reporting channels and shall keep the
identity of the reporter and the content of the reported events confidential.
The Company shall establish a penalty and appeal system for violation of the
provisions of ethical operation, and shall disclose the position and name of any
violator, the date of violation, the content of violation and dispositions
immediately on the Company’s intranet.
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XXI. (Disclosure of Information)
The Company shall disclose the execution of its policy of ethical operation in
the Company’s website, annual reports and prospectus.
XXII. (Review and Amendment of the Code of Ethics)
The Company shall pay attention to domestic and overseas development of
regulations related to ethical operation and shall encourage its directors,
managers and employees to propose suggestions for the review and
improvement of the policies of ethical operation established by the Company in
order to enhance the Company’s performance in ethical operation.
XXIII. (Implementation)
This Code of Ethics shall be implemented after approval by the board of
directors and shall be reported in the shareholders’ meeting. The same shall
be applicable to any amendment hereto.
*This English version is a translation of Code of Ethics of CSBC Corporation in Chinese. In case of any discrepancy, the
Chinese version shall prevail.
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