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I Understand
Ethical Corporate Management

The company supports the principle of ethical corporate management for various business operation and corporate culture implementation.

Whistleblowing Channel
Implementation Status
Specific Measures for Ethical Management in 2019-2020

Whistleblowing Channel

UMC has whistleblowing procedures to detect, prevent and avoid major misconduct and also encourage open communication with employees and related parties.


When the company receives a report, it will form a special team to investigate the suspected illegal acts (including corruption) and unethical behavior. The investigation process will be handled in accordance with relevant laws and the company's internal regulations. The related reports and any investigation documents, evidence, records, and/ or recordings shall be kept for five years by the responsible party.


If any illegal activities or unethical behaviors are found during investigation, the company may make appropriate improvements, administer sanctions and/or take legal actions; the whistleblower will also be awarded appropriately.


The investigation is conducted in a confidential manner. In order to avoid improper retaliation and treatment, the company protects the employees or third parties that report and participate in the investigation.


In order to increase the awareness of UMC’s employees to avoid improper behavior, the company shall provide regular education and training to employees on UMC’s Employee Code of Conduct, Code of Ethical Conduct and other relevant employee codes and regulations.

 

Reporting Channel

Mail Box

  • Reporting a violation of the Code of Conduct or engagement in fraud : Send an email report to the email addresswhistleblower@umc.com , which will then automatically forward a copy of the report to the Audit Committee, ADT Level 1 Manager, HR Level 1 Manager, and Legal and Compliance Level 1 Manager.
  • CHO E-mail : (Send an email report directly to CHO)
  • Document complaint: formal document complaint (the Company will assemble an investigation team to conduct a thorough inquiry into the allegations).
  • Report of sexual harassment and unfair treatment :31995@umc.com
  • Employment relationship ,management rule and human right issues : e-suggestion
  • Information security and confidentiality protection : Infosec@umc.com
  • CSR E-mail :csr@umc.com

 

Hot Lines

  • Report of sexual harassment and unfair treatment : 31995
  • Employee Relationship (ER Service) Hotline : 12885
  • Reporting of information security : 31777

 

Ombudsman

  • If any violations of UMC code of conduct regarding different issues occur, the company has specific ombudsman to handle the issues, including ADT Level 1 Manager, HR Level 1 Manager, and Legal and Compliance Level 1 Manager, and Audit Committee: Audit_committee@umc.com.

Implementation Status

UMC complies with all following evaluation items.

1. Establishment of ethical corporate management policies and programs

Evaluation Item

Implementation Status / Abstract Explanation

(1) Does the company declare its ethical corporate management policies and procedures approved by the Board of Directors, in its guidelines and external documents, implement the policies?

UMC has formulated the Code of Ethics for Directors and Officers, the Employee Code of Conduct, and the Ethical Corporate Management Best Practice Principles with approval by the Board of Directors, and the UMC Code of Conduct as regulatory guidelines for all directors, managers and employees of the Company.

(2) Does the company establish policies to prevent unethical conduct, analyze and evaluate the risk of unethical conduct in operating scope periodically, at least including appropriate precautions against high-potential unethical conduct or listed activities stated in Article 2, Paragraph 7 of the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies?

The UMC Ethical Corporate Management Best Practice Principles and the Employee Code of Conduct are provisions for addressing moral integrity, conflict of interest avoidance and business entertainment. The Company also establishes a risk assessment mechanism against unethical conduct. Other relevant education, training or tests are conducted from time to time for employee education.

(3) Does the company establish policies to prevent unethical conduct with clear statements regarding relevant procedures, guidelines of conduct, punishment for violation, rules of appeal, and the commitment to implement the policies and recheck the policies periodically?

The UMC Ethical Corporate Management Best Practice Principles and the Employee Code of Conduct are provisions for addressing moral integrity, conflict of interest avoidance and business entertainment. The Company also establishes a risk assessment mechanism against unethical conduct. Other relevant education, training or tests are conducted from time to time for employee education.

2. Fulfill operations integrity policy

Evaluation Item

Implementation Status / Abstract Explanation

(1) Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts?

All suppliers have signed the Employment Ethics Terms and Conditions Agreement in which policies and reporting channels are clearly stated.

 

Furthermore, to strengthen and implement policies on quality, penalties for violating the above Process Change Notification (PCN) are clearly stated in the purchase order in accordance with the UMC Raw Material Supplier PCN Application Management Method (GG-Q12-008-E).

(2) Does the company establish an exclusively (or concurrently) dedicated unit supervised by the Board to be in charge of corporate integrity, implementation, and regularly report to the Board of Directors, at least one time a year?

The Corporate Sustainability Committee is the highest-level corporate social responsibility organization within UMC. The Committee formulates the direction and objectives of the Company’s corporate social responsibility and sustainable development, and reports to the Board of Directors annually. Ethical management is only one part of corporate sustainability. For further information, please refer to UMC website at Corporate Sustainability webpage.

(3) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it?

Please refer to the Employee Code of Conduct for policies and reporting channels.

(4) Has the company established effective systems for both accounting and internal control to facilitate ethical corporate management, and are they audited by Audit Division based on the results of assessment of the risk of involvement in unethical conduct to examine accordingly the compliance with the prevention programs? or engage CPAs to carry out the audit?

The UMC Audit Division is directly under the Board of Directors/Audit Committee to ensure the independence and objectivity of audits. Each year, the Audit Division develops an annual audit plan based on risk evaluation results, including the involvement of unethical conduct, implements audit, issues audit report and tracks improvement accordingly, and conducts control self-assessment annually. The head of the audit division regularly communicates with members of the Audit Committee regarding audit results and follow-up, and presents audit affairs and discusses with independent directors during Audit Committee and Board of Directors meetings to fully communicate audit content and performance.

 

UMC regularly revises its internal control system to respond promptly to environmental changes and to improve the effectiveness of design and operating. Amendments are reported to the Audit Committee and Board of Directors for approval.


In addition, UMC is also listed on the New York Stock Exchange (NYSE) and subject to US regulations for foreign issuers. Since 2006, UMC has complied with the SOX 404 Act and has been audited by the independent auditors annually. To date, the independent auditors have issued unqualified audit reports for UMC’s internal control design and implementation performance.

 

 

(5) Does the company regularly hold internal and external educational trainings on operational integrity?

In accordance with the philosophy of ethical management, UMC has formulated the Code of Ethics for Directors and Officers, the Employee Code of Conduct, and the Ethical Corporate Management Best Practice Principles as regulatory guidelines for all its directors, managers and employees.


From top down, these regulations enhance the quality of conduct and professional ethics of the Company and its entire staff. The abovementioned Employee code of conduct is implemented in the daily tasks and businesses of all employees through physical and on-line training courses and online self-tests.


In 2019, UMC fabs in Taiwan and Singapore have completed the training courses and passed relevant tests.

3. Operation of the integrity channel

Evaluation Item

Implementation Status / Abstract Explanation

(1) Does the company establish both a reward/punishment system and an integrity hotline? Can the accused be reached by an appropriate person for follow-up?

Article 6 of the Employee code of conduct describes measures against ethics and fraud violations, and protective and anti-retaliation measures for reporting. Employees may report violations to relevant management and supervisory units through e-mail or hotlines, and the head of the Audit Division is promptly notified of the report.

(2) Does the company establish standard operating procedures for confidential reporting on investigating accusation cases and follow-up?

After receiving a fraud report, UMC will convene an investigative team to investigate the suspected fraud described in the report. Once investigation confirm, those found violating or breaching the Code of Conduct are to face adequate corrective action by the Company depending on the severity of the incident. The Company will protect any employee reporting ethics violation or fraud and members of the investigative team from unfair treatment or retaliation. For details, please refer to the Employee code of conduct.

(3) Does the company provide proper whistleblower protection?

The Company will protect any employee reporting ethics violation or fraud and members of the investigative team from unfair treatment or retaliation. For details, please refer to the Employee code of conduct.

4. Strengthening information disclosure

Evaluation Item

Implementation Status / Abstract Explanation

(1) Does the company disclose its ethical corporate management policies and the results of its implementation on the company’s website and MOPS?

UMC discloses its principles on ethical corporate management and relevant regulations on its website and MOPS.

 

In addition, UMC discloses relevant information in its CSR Report.

 

5. The company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.

UMC has formulated the Code of Ethics for Directors and Officers, the Employee Code of Conduct and the Ethical Corporate Management Best Practice Principles. All directors, managers and employees of the Company shall abide by the provisions of these Codes and related regulations. For employee compliance with the Employee Code of Conduct, please refer to the Employee Code of Conduct in this annual report.

6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies).

 

7. Does UMC has protection mechanisms for trade secret?

UMC values trade secret of its own and others and has established internal regulations such as "Trade Secret Protection Regulations" to standardize confidentiality measures and punishing mechanisms. UMC also regularly implements trade secret training for employees. For the current status of the implementation of UMC’s trade secret protection, please refer to "UMC Trade Secret Protection Declaration."

 

For other relevant communications such as employee rights, employee care, investor relations, supplier relationships and stakeholder rights, please refer to the UMC Corporate Social Responsibility Report and the Corporate Sustainability webpage on the UMC website.

 

Specific Measures for Ethical Management in 2019 - 2020

Implementation Status

Legal Compliance

Inter-division regulatory compliance is coordinated by the Legal and Compliance Division, and other regulations are regularly reviewed by relevant divisions.

In 2019, the Legal and Compliance Division coordinated overall regulatory compliance with the EU General Data Protection Regulation.

With respect to the frequent rule changes of the Export Administration Regulations of the United States in 2020 and in the future, the Legal and Compliance Division coordinate overall legal compliance in this regard.

Legal and Compliance Division expects China will in the near future enact new export control related laws and/or regulations to counteract the rule changes to the Export Administration Regulations of the United States, and will coordinate overall legal compliance in this regard.

In 2020, the Legal and Compliance Division conducted a training course for insider trading targeting all employees, managers and executives. In order to continuously strengthen the awareness of and emphasize the importance of the insider trading and trade secret protection and to prevent employees from unknowingly violate laws and regulations in connection with insider trading and trade secret protection, the Legal and Compliance Division conducts training courses on a regular basis. The Legal and Compliance Division conducted an on-line training and test for insider trading and trade secret protection in the third quarter of 2020. As a result thereof, 7,966 employees completed the on-line training and test, corresponding to 99.5% of the targeted employees.

UMC Code of Conduct Implementation

The content of the Codes is reviewed biennially:
1. Review of the Employee Code of Conduct was completed in February 2020.
2. Relevant penal provisions were added to the Employee Code of Conduct in December 2017.

Major violations of employee ethics are reported to the Audit Committee on a quarterly basis. In 2020, no major ethical violations were reported.

Employee Code of Conduct education and testing were conducted in July 2020, with 100% completion rate.

Employee Code of Conduct training course for new employees: 224 participants and a total of 336 hours in 2019; and 305 participants and a total of 457.5 hours in 2020.

UMC Fair Competition, Intellectual Property Rights Violations

Litigation cases in each quarter of 2020 were reported to the Audit Committee.

The UMC Antitrust Policy for promoting fair competition can be found on the UMC website, and online testing is conducted regularly. Online testing for the Fair Trade Law (i.e. the Antitrust Law) was conducted in December 2020.

For intellectual property rights education, three weekly training courses are offered to new employees: Introduction to UMC Intellectual Property Rights, Trade Secret and Basic Legal and Risk Awareness for Incoming Data. In the first half of 2019 we conducted in-depth advocacy of protection of intellectual property rights via the eUMC intranet site for all employees and the Commpany will maintain such advocacy through electronic checks or a dedicated compliance column.

Introduction to UMC Intellectual Property Rights training course for new employees: 285 participants and a total of 71.3 hours in 2019; and 797 participants and a total of 199.3 hours in 2020.

Trade Secrets training course for new employees: separate from UMC Intellectual Property Rights as an individual course since December 2018 with 285 participants and a total of 45.6 hours in 2019; and 797 participants and a total of 127.5 hours in 2020.

Basic Legal and Risk Awareness for Incoming Data training course for new employees: implemented since April 2018. A total of 285 participants and a total of 71.3 hours in 2019; and 797 participants and a total of 199.3 hours in 2020.

Financial Reporting Related Internal Control

Annual audit by external auditors and internal Audit Division.

Results of internal audits for 2020 were reported at the Audit Committee/Board of Directors meetings on a quarterly basis.

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