Supplier Code of Conduct

Supplier Code of Conduct

TSMC Ltd. and its subsidiaries, including WaferTech LLC (TSMC_F11) is committed to ensuring that working conditions in its supply chains are safe, that workers are treated with respect and dignity, and that business operations are environmentally responsible and conducted ethically. To this end, TSMC_F11 established this Supplier Code of Conduct (“Code”) and requires our suppliers to operate in accordance with the principles outlined in this Code and in full compliance with the laws, rules and regulations of the countries in which they operate. In addition, TSMC_F11 also expects our suppliers to hold their suppliers, contractors, and service providers to the standards defined in this Code.

TSMC_F11 will assess its suppliers’ compliance with this Code when making purchasing decisions. It is our intention to collaborate closely with our suppliers to drive continuous improvement through communication, audits, and follow-up assessments. However, failure to comply with this Code or cooperate with our auditors may result in termination of business relationship.

The provisions in this Code are derived from the Responsible Business Alliance (formerly the EICC) Code of Conduct and are in alignment with the UN Guiding Principles on Business and Human Rights, as well as key international human rights standards including the ILO Declaration on Fundamental Principles and Rights at Work and the UN Universal Declaration of Human Rights.

The Code is made up of five sections. The first three sections, A, B, and C, outline standards for Labor, Health and Safety, and the Environment, respectively. Section D adds standards relating to business ethics. Section E outlines the elements of an acceptable system to manage conformity to this Code. In relation to Section D and considering that Integrity is the most important core value of TSMC_F11, suppliers are reminded NOT to:

1.	Resort to any illegal, unethical, anti-competitive, or improper business activities.
2.	Ask for, accept, give, or offer any monies, non-nominal gifts, excessive entertainment, benefits, bribes or kickbacks from/to any TSMC_F11 employee, employee's family, friends, or acquaintances.
3.	Invite or offer any TSMC_F11 employee, employee's family, friends, or acquaintances, to participate in any form of equity rights, grants, options, “friends of family” or “founders” shares, or other similar benefits from us.
4.	Disclose information regarding business activities, structure, financial situation and performance not in accordance with applicable regulations, agreements and prevailing industry practices.
5.	Falsify records or misrepresent conditions or practices in the supply chain.

The full copy of the Code can be downloaded here.

Rules for Managing Interaction between TSMC_F11 and Sales Personnel

The “Rules for Managing Business Interaction with Vendors” was implemented by TSMC_F11 for the purpose of ensuring the proper division of labor within TSMC_F11 and avoiding unnecessary conflicts of commercial interests. When sales personnel of suppliers engage in business interactions with TSMC_F11, in principal he or she should interact with TSMC_F11's procurement personnel. If there is a need to interact with non-procurement personnel, the following rules shall be followed:

1.

Sales personnel shall not make contact with TSMC_F11 non-procurement personnel without TSMC_F11 Procurement's knowledge, arrangement, or participation. In particular, sales personnel of supplier shall not discuss or negotiate with non-procurement personnel on matters relating to commercial clauses, including but not limited to: the decision to purchase, price, payment term, delivery date, incentive, compensation, free items, testing or services.

2.

Unless absolutely necessary, sales personnel of supplier should not participate in technical specification or engineering improvement discussion held by TSMC_F11's non-procurement personnel. In the event that such personnel must participate, he or she would do so only when TSMC_F11 Procurement participates in the discussion and accompanies the sales personnel.