Enterprise vision

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The core value of an enterprise lies with its publicized management philosophy and its attendant mission and the continuous development of an enterprise is often built on a long-term architecture, as well as its core value. In view of the imperativeness and importance of the enterprise’s core value for long-term development following gradual development of the company, TXC Corporation hereby declares the company’s vision, mission and corporate culture as follows:

Vision Statement To become one of the best managed “Crystal & Oscillator” companies in the world – based on competitive product offering, service excellence, growth sustainability, revenues-profit performance, values to the shareholders, quality brand name, and employee satisfaction.
Mission Statement To achieve a Win-Win-Win partnership in the Supplier-TXC-Customer relationship.
Corporate culture To strive for the declared goals in management philosophy and mission, the company shall further develop its founding spirit of Integrity, Practicality, Innovation and Service and convert the guidelines of Unity, Harmony and High Efficiency formulated in 2007 into a precise corporate culture and unfold the credos as follows:

1. Integrity and understanding

The company shall treat the employees and upstream customers and downstream suppliers with integrity. Following this logic, we vow to construct TXC’s corporate culture on a high degree of professional moral standard. This is of foremost importance in the Rule of Conduct.

Following growth of the market the company will become more and more internationalized and with customers and employees of different languages, cultures and nationalities joining Taiwan TXC, colleagues should show mutual respect for differences along the way toward internationalization.


2. Concern for employees

Being employee-centric the company shall strive to protect employee benefits and create a more harmonious, interesting and challenging working environment for employees in a bid to attract and retain the outstanding talents.


3. Positive thinking and enthusiasm

There are always operation risk and internal and external competitive pressure in enterprise operation. In facing changes in the environment and work requirements, employees are expected to use positive thinking to deal with environmental changes and varying demands and followed changes in action and in psychology.

Active participation in the various internal and external events of the company and only through participation in the company’s various events can they enhance the company’s identification and sense of belonging and also improve employees’ internal and external human relations.


4. Encourage innovation and award result

Continuous operation hinges on continuous innovations and innovation calls for employees’ continuous learning and breakthrough of conventional thinking. The company encourages employees to aggressively learn new knowledge and create new products or service models.

Employees should strive to advance toward the set goals in performance and the company will openly reward and encourage employees with specific contributions. Arduous learning and practical contributions are two sides of the same coin.


5. Respect discipline and promote teamwork

Employees should place emphasis on the group and not the individual; the individual conduct should be disciplined. The purpose of discipline is not to control but to provide a guideline for employees to follow so that they are well disciplined in creations and autonomy.

The era of the hero is gone forever. Even the most talented employee needs the support of others to gain achievements. We can only bring about synergy of the team by bringing into play the power of every individual. A closed working mode cannot possibly effectively bring into play the company’s existing resources.


6. Our mission is for customer satisfaction

The purpose of a company’s existence is to serve customers. We must therefore make every effort to meet customer demands. In fact, the customer can discharge every employee of the company simply by working with another supplier.


7. Objective thinking and respect for professionalism

A company’s success calls for the synergy of all employees. When colleagues differ in function or concept they should use the logic of objective thinking, show consideration for others, discard biases, return to the intrinsic issues and find solutions to avoid wastage of resources.

The professionalism of colleagues represents values of the individual and the company. Employees should acquire professional knowledge through self-learning and fully bring into play the capability of the colleagues, share the knowledge with other coworkers on the knowledge management platform so as to enhance the entire technological level.


8. Look toward the future and implement it today

Today is the extension of the past and the future is the result of today’s efforts. Colleagues should map out their future strategy, broaden their vision and pool today’s efforts to a planned direction. Only thus can you reap what you have planted.

All plans shall be implemented today. Plans and changes are closely interrelated; past efforts shall be linked with today’s efforts to make things possible in the future. Timely devotion and current cultivation are an indispensable link.


9. Delegate power and take up responsibility

The growth of an enterprise comes from integrated capability for professional division of labor. Colleagues should have the courage and determination to assume success and failure of the delegated job instead of shirking responsibility to the upper or to the lower levels. Jobs delegated by the company represent power and responsibility. The basic expectation for yourself and your subordinates is to show trust.

The delegation of jobs and the exercise of power are both blades of the same knife; we can take up still greater duties only if we can take up the current responsibilities and accomplish the tasks under current conditions.


10. Soft communication and aggressive action

The company strives to create an open communication environment to facilitate building of an open management model. Colleagues should communicate with an honest, frank and good-intention mind and listen to other people’s suggestions to make improvement. The best way to communicate is to listen and avoid listening to selective persons.

Our enterprise is people-oriented, meaning that its system, SOP, operation and progress are all completed by our associates in service. Therefore, the spiritual indicators of the enterprise culture of TXC Corporation focus on adjusting the ideas of our associates. It also means that after 33 years of market experience, the enterprise has to be more affirmative and persist in moving forward along the six perspectives in order for the associates to realize the reality of “You will be eliminated if you do not compete; you will be disqualified if you do not work hard.” Hence the spirit that set the foundation of TXC Corporation can be revitalized and thus deepen the enterprise culture into the minds of our associates.

“This is the best of times, this is the worst of times…We have everything ahead, we have nothing ahead!” In an era of political turbulence and economic shocks, the best opportunities do exist. However, this is no doubt the worst time for enterprises that have bad resilience! Facing an era exploding with messages from the internet, everything is available ahead. On the contrary, for enterprises that have vague prospects and are lacking developmental direction, it will be an era with nothing available for them! Facing the future, “we have to be better than good” and “we have to face competition and engage in challenges”. Enterprise executives should have the leadership of “holding burning hearts high and illuminating the way of the people” and face the uncertain future with the perseverance of “win or die”. One would not be eliminated if one stays competitive and only through constant hard work can one prevail! Facing customers is our common direction while reviewing ourselves is an indispensable act of self-critical reflection. The following is the elaboration of our enterprise spirit:

I. Innovation, Optimization, Improvement and Learning

An enterprise requires products that respond to the demands of the market in order to achieve its long term growth and the niche of its products or services has to be innovative in order to differentiate itself from its competitors and further attract customers. However, pure limitation has its limits and newly developed products and services have to be strictly examined by the market before they can establish their foothold. Therefore, consistently optimizing existing procedures and methods with different ways in order to achieve progressive improvement and renovating adjustment is a basic concept that associates have to possess in their daily work.

The aspiration for innovation and optimization cannot be done behind closed doors and can only be achieved through continuously improving themselves and learning. By absorbing experience and learning from seniors, one can achieve the efficacy of self-adjustment and reinforcing weakness. Given that the time it takes for learning is incompressible, one can accumulate more energy if one learns earlier and thus creates new ideas and methods. Only through constant learning, pondering, practicing and implementation can one repeatedly give feedback to themselves and achieve personal development, thus allowing the enterprise to develop with them.


II. Deliver its Mission and Work Together as One

An enterprise has its purposes and destiny. Given that an enterprise is a profit-oriented business entity, one of its major missions is to gain profit and any enterprise that does not gain profit is sinful. In order for an enterprise to gain profit, demanding associates to reach set goals and missions is a necessary process. Whether the missions are delivered or not is closely related to the survival and sustainable development of the enterprise. An enterprise that is not growing is an indication towards decline and one that shows no improvement is a symbol of an outdated enterprise. Therefore, all associates have to bear in mind that they should deliver the missions they were given boldly.

An enterprise is composed of people who work together to reach common goals and share common progress. In order to reach the goals, associates should bear the ideas of working together with righteousness and everybody is the cause and effect of one another. If one succeeds, all succeed; of one fails, all fail. If they work together only due to interests, they will leave each other once the interests disappear. In order to preserve the lasting common belief of an enterprise, it should have the righteousness to combine everybody together as one and thus achieve the interest everyone pursues under such consolidation. Given that the profits are gained through everybody’s hard work, they should be shared among all. An enterprise that is combined only through interests will definitely dissolve eventually. Only an enterprise with righteousness and ideas and one that is willing to share its profits can further develop itself and last forever.


III. Team Work and Credit those with Meritorious Service

To achieve the common goal of an enterprise, it takes team work and not fighting alone. The reason for upstream and downstream industry integration is to utilize the concept of gang fighting to achieve advantageous status. Any actions that promote team work are conducive to the continuous development and profit gaining of the enterprise. On the contrary, any uncooperative attitude or ideas will harm the development and profit gaining of the enterprise and have to be eliminated by all means. Putting the team and not oneself as number one priority is the foundation for the success of modern enterprises. In order to form a team, one has to abandon any personal preconceived ideas. Only through the power of cooperation and consolidation can the enterprise encounter the great transformation pressure of the external environment.

The profits of an enterprise are the progress of all and should be shared between everybody! However, during the process of profit gaining, different participants will definitely have different degrees of contribution. Those with meritorious service should be credited and those without should not claim credit. Similarly, those with credit cannot be arrogant and those without should not lay their faults on others. Team progress results from the collaboration of resources and all members walking in the same direction. Therefore, profits that were gained due to team work should be shared by the whole team and sharing progress with each other should be the consensus of all team members.


IV. Stay Humble, Self-Reflection and Cooperate to Create Win-Win Situation

Growing originates from a learning heart, staying humble and not being complacent. Also, being humble is built on respecting your competitors and seniors. Among them, one has to especially revere the new knowledge and professionalism of this industry in order to conduct self-reflection, self-criticism, and review and improve one’s misbehaviors and weaknesses. Confucius encouraged himself by examining himself three times a day with the intention to reflect on himself in order to further enhance learning motivation, enhance his knowledge, and be a more valuable person to ones around him. By being humble, one knows their weaknesses; while on the other hand, being arrogant makes one complacent. “One who knows their weaknesses is willing to learn, while one who feels ashamed of asking questions is complacent.” The key to success or failure is whether one knows how to be humble or not.

When one is humble, they know their weaknesses; when one knows their weaknesses, they know how to cooperate as a team. After all, Cannikin Law has it that everybody should know how to make up for each other’s deficiencies and trust each other in order to achieve the greatest common interest. In addition to that, since each one has their strengths and weaknesses, they should appreciate other’s strengths and merits and understand their own weaknesses and shortcomings in order to abandon heroism, learn how to cooperate with one another, and further create synergism through mutual respect and support. Cooperation will gain one more competitive advantages and eventually result in the progress of a win-win situation.


V. Customer First and Work More to Get More

Customers are the only reason an enterprise exists. Therefore, understanding, taking hold of and satisfying the needs of customers are the ultimate reasons for enterprise operations. Respecting customers and upholding the concept of customer first are creeds that an enterprise and its associates should uphold. An enterprise has connections with customers through its products and services. This implies that the cornerstone of customer first is to satisfy customer needs through the connection and supports of customer representatives and various systems in order for the enterprise to consistently exist and gain profits. As long as customers purchase their demands at other places, it is equivalent to firing any associate in the enterprise.

Enterprises that gain profits by making business with customers should reasonably distribute the profits. The standard of calculation should take the process of providing products and services in order to satisfy customers into consideration and the distribution should use actual degree of contribution as its calculation standard. After all, an enterprise contains main and supportive functions and solves customer problems through vertical linking and cross-department collaboration in order to comprehensively present its enterprise value and be accepted by customers. Ones who substantially contributed more, not those who contributed more just by appearance, should be taken into consideration in the first place during the profit production and distributing process.


VI. Form Good Affinities and be Inclusive

Enterprise image originates from the demonstration of enterprise behaviors, such as enterprise logos, associate behaviors and so on. Keeping a good enterprise image to maintain the relationships with customers and suppliers requires the common devotion and cherishment of all associates. Enterprise image comes from internal and external reputations which originate from the implementation and practices of overall image by the associates. Good affinities can only be obtained through continuous endeavoring. The more good affinities formed through constant connection with customers, manufacturers and associates, the higher the chances of success.

An industrial value chain is formed by the upstream and downstream and the market exists within a global village. An enterprise is definitely composed of associates with different features, so they have to realize their differences, understand each other’s point of standpoints, and accept each other’s perspectives. Only with an inclusive, tolerant and understanding heart can all associates march towards common goals. The success of an enterprise comes from the effective integration of internal resources and the fully support of external resources. Wise men know themselves while fools stay complacent. Only by respecting differences and being understanding can one achieve inclusiveness, thus gathering all energies to accomplish missions and goals.

Focus on Integrity and Inclusion

Focus on Integrity and Inclusion is more than just the name of our Code of Conduct. It explains our approach to business ethics.

Integrity is all about how we live by our values.

Inclusion is about treating every person with dignity and respect, and making sure that everyone has the same opportunity to succeed and to contribute to the overall success of our business.

Today’s business demands greater openness and trust than ever before. The message is clear.

Our goal is to be a truly customer-focused company. We want to offer services that make it convenient, efficient, and cost effective for customers to do business with us.

To succeed, we all must concentrate on doing :

the right thing,

for the right reason,

in the right way.

This Code of Conduct helps us do just that. It explains our values and our standards of business conduct. It explains how we will conduct ourselves wherever we do business.

The reputation of TXC Corp. rests upon how we act on the job every day. By focusing on Integrity and Inclusion, we will succeed in everything we do.

Read the Code of Conduct carefully. It is your responsibility to know it and to live by it. The Code of Conduct offers you a practical and easy approach to understanding the basic rules that apply to our business and the personal responsibility each of us has to ourselves and to TXC.

The Code of Conduct is organized around people and groups that are most important to how TXC Corp. does business.

These are our stakeholders :

Each of us is personally responsible for understanding and following our Code. No one can do it for you.

 Corporate Governance

TXC will continue enhancing the functionalities of Board of Directors and the internal controlling mechanism to provide transparent operation result to stakeholders through various activities of corporate governance.


 Employees

The key to our Company’s success is creating trust and respect for each other and becoming a workplace where the contribution of every employee is valued.


 Customers

Our customers are the reason we have a business. Meeting their needs and expectations is essential to our success.


 Communities

We want to improve the quality of life in our communities.


 Suppliers

We maintain good relationships with our suppliers. They are our partners.


 Government Officials and Regulatory Agencies

We work closely with government regulators so that our operations and business practices are lawful.


 Shareholders

Our shareholders own our business. We must keep their respect and trust.


 Competitors

We practice fair, open, and honest competition.


Every TXC Corp. employee and director receives a copy of our Code of Conduct, called Focus on Integrity and Inclusion. Our Code of Conduct is a summary of how we do business. When you have a question about ethics you can refer to this Code. The Code applies to all full- or part-time and temporary employees of TXC Corp. as well as all representatives, consultants, and agents.

This Code will not give you an answer for every situation. If you have questions, please seek additional guidance. If you have any doubt about the right thing to do, ask your supervisor, manager, Human Resources Department, Management Center, or any member of management.

Corporate Governance

The continued stable operation of a company is reliant on establishing a clear operation direction and sound system implementation and control. In order to establish a forward-looking business direction, the board of directors and management need to understand the market and lay out a future strategy. System implementation and controls must be carefully designed and under internal control management.

What You Need to Do is:

Establish a sound board of directors to ensure the business operation direction conforms to short and long term requirements of the market.

Employ capable management supervisors to execute the business strategies of the board of directors to guarantee the business results of the company.

Provide operating results in an open and transparent manner for examination by relevant stakeholders.

Accept the opinions and request for relevant stakeholders to improve business results and provide responses.

Important Information

 That You Need to Know Rights of Shareholders

Encourage shareholder participation in corporate governance The business results of company are to be shared with all stakeholders. As a result, the company encourages stakeholders to provide information that can be used as reference in business decision making. The operation model of the board of directors is compliance with of local laws and regulations to maintain proper and normal operation. Operating results shall be fully disclosed on web pages and annual reports. The company shall appoint a spokesperson to respond to the accounts or recommendations of stakeholders to avoid company losses resulting from unidentified risks.


 Strengthen Information Transparency Information Disclosure

The complete and transparent disclosure of business information including self-disclosure of procedures not required under the law is a sign of the self confidence and responsibility of a company. The company promptly and accurately reports relevant business information in quarterly & annual reports and web pages so that stakeholders can stay informed about the operating status of the company.

With regard to financial information, stock dividend information, organization structure, internal controls and regulations, board of director conditions, contact mailboxes and announcement of important information. The company shall continually update the information of the web pages and add updated information to quarterly and annual reports on a regular basis to ensure adequacy, accuracy and timeliness.

With regard to information disclosure, the company has adopted the principle of reciprocity. Relevant activities are fully disclosed absent of self-interest or bias to allow stakeholders to freely review and judge the information.


 Spokesperson System and Investor Services

In order to provide fast and convenient service to stakeholders, the company shall team up with a sound stock agency institution to appoint spokesperson, substitute spokesperson and investor service personnel to assist with stakeholder communication.


 Function Improvement of the Board of Directors

Organization of the Board of Directors

Seeing that the board of directors is the highest decision making body for company operations, there should be clear defined articles established for the nomination, election and discharge of directors / supervisors which conform to professional requirements. The number of directors, supervisors and independent directors shall conform to industry practices. The company shall also provide the independent directors and supervisors with sufficient resources to execute their duties. The opinions expressed by independent directors and supervisors shall be fully respected by the company and the necessary adjustments shall be made to the internal controls.

Rules of Procedure of the Board of Directors

With regard to the rules of procedure of the board of directors, the company shall convene meetings in accordance with the rules and submit information in advance. The motions resolved by and execution levels of the board of directors shall be specific and clear. If avoidance of motions is required due to a conflict of interest, the director shall recluse oneself from the voting.

Risk Identification and Management

For each identifiable risk, the company shall set up risk management procedures and submit them to the board of directors for approval and conduct regular drills to ensure the appropriateness and effectiveness of the management procedures.

CPA Appointment

The board of directors shall regularly discuss the independence and suitability of CPAs and discuss the legality of CPA appointment, discharge and remuneration. In the event of a CPA change, the change will be reported to the authorities in accordance with the law.


 Management Integrity and Communication

Executive Management Performance and Remuneration

Since operating performance is a result of the shared efforts of all personnel and the company business direction and systems are mainly come from the work of executive management, performance evaluation and remuneration of executive management shall be assessed and given out according to clearly defined rules.

Internal Controls

For each internal control system, the company performs audits based on the annual plan and then performs a re-audit of those items found during the audit to ensure that the deficiencies and problems found undergo reasonable and necessary improvement.


 Corporate Social Responsibility

Corporate Commitment

In order to achieve truly sustainable operation, the company is committed to provide the management and skill training required by personnel to perform their job duties. Extra care will be provided in addition of that required by law to ensure the health of personnel.

In the event of a labor dispute, the company shall listen to the opinions and feelings of personnel and resolve the dispute properly through arbitration.

The company pledges to recognize the dedication and contribution of personnel and not to make indiscriminate layoffs if faced with an adverse business environment in order to act in the best interests of personnel. Skill competency and acquisition is essential for company growth. Each year, the company allocates a certain amount of funds for research and development to provide the necessary impetus for innovation and development.

The company shall listen to the opinions of upstream/downstream suppliers and customers so that customer thoughts can be included in the service range at each stage of the value chain.

Social Participation

Our business results come from the environment that we inhabit and the nutrients it provides. As a result, the company has embraced 'eturn what you take from society' to contribute back to the environment around us and invests a fixed amount each year on activities to promote social participation and encourage personnel to join social service activities.

Environmental Protection

Humans depend on the environment for survival. Therefore, the environment that we and our children depend on should be protected as best as we can. We should also work to conserve resources and avoid any type of waste. Because of this, the company needs to have a clearly defined environment, safety and health policy, concrete environmental protection planning and management measures and disclose environment, safety and health testing results to act as a guide and benchmark for personnel. The company is committed to obtaining hazardous material management system certification and conducting greenhouse gas and carbon footprint inventories to minimize emissions of controllable greenhouse gas sources. In addition, personnel at the company practice energy conservation and carbon reduction by fully implementing the 12 no-regret steps so that we can do our part for the environment.

No outside leakage of air conditioning:

Reduce use of air conditioning, open windows more, do not wear suit and ties in non-designated area, set air conditioning at 25°C and prevent outside leakage.

Always turn off lights and unplug when not in use:

Turn off lights and unplug when not in use. Review lighting requirements. Improve lighting effectiveness. Reduce number of superfluous bulbs.

Energy saving lamps save money:

Replace the conventional tungsten filament bulbs with energy saving bulbs. Provides same amount of lighting at a lower cost. Long lifespan also saves money.

Energy saving, water saving logos:

Purchase products that have environmental protection, water saving and energy saving logo and high EER ratings to save energy, reduce carbon and protect the environment.

Cycling and walking for health:

Take stairs more and take elevator less. Ride frequently to work and exercise, walk more, spend more time for exercise and fitness.

Don't drive once a week:

Take public transportation, reduce the number of times you drive and ride alone, don't drive at least once per week.

Select carbon reduction vehicles:

Use gas/LPG, hybrid or electric cars or motorized transportation, get in the habit of turning off engine when parked.

Eat more vegetables and less meat:

Choose local foods, eat vegetarian once a week or one meal a day to reduce carbon emissions from livestock and food.

Bring your own cups, chopsticks, handkerchiefs and bags:

Prepare your own cups, environmentally friendly chopsticks, handkerchiefs and shopping bags; drink less bottled water, use less disposable products.

Value resources, care for the Earth:

Use both sides of paper, use recycled paper, water saving faucets and toilets, don't use overly packaged products, recycle resources.

Choose low-emission:

Purchase low emission / low fuel consumption vehicle models for personal transportation to reduce energy consumption. It is even better to join carpools.

Do not use stand-by mode on appliances:

Turn off the power of appliances that are not in use to save electricity and do you part to protect the environment.

Plant Safety and Health

In order to provide the safest work facilities for personnel, the company is committed to performing the necessary hazard identification and risk evaluation work for plant facilities so identified risks can be properly handled. In addition, the company also ensures the machinery and equipment purchased conforms to safety regulations and there is no possible risk to operators.

For those risks that exist in the work environment which cannot be removed, the company provides the required protective equipment to protect the work safety of operators and regular implement work environment testing to determine the various risks in the work environment are within the scope of statuary controls and do not pose a threat to safety. In order to fully protect the bodily health of personnel, the company holds regular health inspections and personnel with testing abnormalities are tracked and managed. The necessary concern and guidance is provided as needed.

To encourage health maintenance, the company encourages the formation of clubs, offers health promotion activities and provides health consulting and exercise equipment to improve the health of personnel.

Corporate Social Responsibility Report

In order to fully present the corporate responsibility activities and results, the company will submit a corporate responsibility report that conforms to international certification standards to a third-party certification body. The relevant activities are also disclosed in the company annual report and website to gain public trust.

Employees

The key to our Company’s success is creating trust and respect for each other.

Our goal is to become a workplace where the contribution of every employee is valued.

What we do :

Respect the dignity of each individual.

Listen openly to concerns and suggestions.

Approach disagreements with an open mind.

Follow the laws and rules that govern our business.

 Mutual Respect

In working together, we emphasize teamwork, dignity, and mutual respect. We are fair, reasonable, and courteous in working with others. We value our differences.


 Equal Employment Opportunity

TXC Corp. is an equal opportunity employer and is committed to an environment free from discrimination. It is the policy of the Company and the responsibility of every TXC Corp. employee to treat our colleagues fairly.


 Harassment

Verbal or physical conduct that unreasonably disrupts another employee in his or her work is harassment, and will not be tolerated at TXC. This includes behavior that targets an employee because of his or her race, color, sex, sexual orientation, religion, marital status, age, national origin, disability, veteran status, citizenship status, or other protected group status as defined by applicable national, state, or local laws.


 Safety

The safety of TXC Corp. employees and the safe operation of TXC Corp. equipment is always a primary goal. All employees, without exception, are responsible for ensuring that all TXC Corp. operations are conducted safely. Employees are expected to observe all safety rules and practices and to follow instructions concerning safe and efficient work practices.


 Workers’ Compensation

TXC Corp. provides workers’ compensation benefits for any employee who rightfully qualifies. However, TXC Corp. believes only those who have legitimate claims under the appropriate state laws should receive workers’ compensation benefits. Fraudulent activity of any sort is a serious violation of TXC’s policies.


 Quality

Quality services and products that meet or exceed our customers’ expectations will set TXC Corp. apart from our competition and assure our future success. It is our responsibility to understand our customers’ requirements and to satisfy those requirements with quality products and services.


 Alcohol and Illegal Drugs

We maintain a workplace that is free from the effects of drug and alcohol abuse. Alcohol abuse and illegal drug use threaten our ability to serve our customers. It compromises the safety of our employees, products, and services.


 Workplace Violence

We try in every way to provide a safe working environment for everyone. TXC Corp. has a zero tolerance policy on acts of violence and verbal or physical behavior that could lead to or cause workplace violence.


 Confidential Information

Confidential and proprietary information are valuable TXC Corp. assets. This includes, among other things, pricing and cost data, merger, acquisitions and divestiture information, business processes and procedures, financial data, trade secrets and know-how, computer programs, wage and salary information, marketing and sales programs, and customer/supplier/subcontractor information.


 Conflicts of Interest

Each of us will base business decisions on the needs and interests of TXC Corp. rather than our own personal interests. We will not participate in any activity that could conflict with, or appear to conflict with, responsibilities to TXC.

Any activity that appears to present a conflict of interest must be reported to the President or above managers.

Here are some situations where conflicts of interest can occur :


 Personal Business Relationships

You must take care that your personal business relationships never influence the decisions you make for our Company.

You must disclose any financial interests that you or members of your immediate family have in TXC’s suppliers, customers, or competitors. As an exception to this rule, you may own up to 2% of the stock of a publicly traded company that is a competitor, supplier, or customer.


 Organizational Relationships

Serving as a director, officer, or consultant with any company or agency that does business with us can create a conflict of interest even if you receive no money for your services.


 Corporate Opportunities

If you become aware of a business opportunity that TXC Corp. may have an interest in pursuing, you cannot divert that opportunity for your own personal gain.


 Outside Employment

Accepting outside employment with our competitors, suppliers, or customers may create a conflict of interest. Before you accept employment outside of TXC Corp., consider whether this job could create a conflict of interest with your work at TXC.

If you are uncertain if a conflict exists, contact your supervisor, manager, People Department, Management Center, Auditing Office for clarification.


 Use of Company Assets

The assets of TXC Corp. are intended to be used in ways that benefit our Company. We must preserve these assets and use them wisely. The use of Company time, equipment, supplies, and facilities for personal use, or taking Company-owned equipment off Company premises for personal use is permitted only when approved in advance by your supervisor or manager.


 Accepting Gifts

You must never accept gifts that would appear to undermine or influence good business judgment. You must never solicit gifts or favors from the people with whom we do business. On occasion, you may accept novelties, promotional items of a nominal value, or modest gifts if :

The gift complies with the giver’s company’s rules.

This happens only occasionally.

The gift was not solicited.

Open disclosure of the gift would not embarrass our Company or the people involved.

The value of the gift is under $100 (U.S.).


 Accepting Entertainment

You may accept an occasional invitation to a sporting activity, entertainment, or meals if :

The gift complies with the giver’s company’s rules.

The gift was not solicited.

The activity is infrequent and of reasonable and not excessive value.

The disclosure of the activity would not embarrass our company or the people involved.

Your supervisor approves the activity in advance.

Note : The $100 (U.S.) limitation does not apply to entertainment. Remember perception and moderation are the key.


 Accuracy of Books and Records

Accurate record keeping is critical. We have a responsibility to accurately report all business information, such as hours worked, business and travel expenses, shipping and receiving data, and financial figures in a timely and accurate manner. Falsifying Company information whether stored in writing or electronically is prohibited. All transactions must be properly authorized, completely and accurately recorded on the Company’s books, and recorded in accordance with generally accepted accounting principles. No secret, undisclosed, or unrecorded funds or assets may be established or maintained for any purpose.


 Retention and Disposal of Records and Documents

Business records and documents will be retained and destroyed in accordance with the Company’s record retention policy, as well as the policies and regulatory requirements of your department.


 Copyrights, Patents, and Trademarks

Our intellectual property is a valuable asset. This includes copyrights, patents, and trademarks. We respect and protect intellectual property, whether it belongs to us or to others. We are prohibited from making unauthorized copies of copyrighted written documents or computer software. TXC Corp. owns all inventions, discoveries, ideas, and trade secrets created by employees on the job or produced using Company resources.


 Insider Information and Securities Trading

We may learn of insider information about our Company or about other companies before such information is known publicly. It is illegal to buy or sell stock based on inside information or to pass this information on to someone else who then buys or sells stocks.

For additional information about the appropriateness of trading a security under these circumstances, you should refer to TXC’s policy on insider trading.

To assure compliance with the relative laws about insider trading, all directors, executive officers, and designated executives for insider trading purposes must seek and receive clearance from the General Counsel’s office prior to engaging in any transaction involving the Company’s securities.


 Use of Electronic and Computer Technology

Company-provided electronic and/or computer technologies, including e-mail, voice mail, cellular telephones, personal computers, computer networks, software, access to the Internet, or other electronic services are the property of the Company. Occasional personal use of the phone system, e-mail, the Internet, and voice mail is acceptable provided that the use is appropriate and lawful. Employees must not use the Company’s computers, networks, or network links to external Internet services to conduct non-TXC Corp. activities such as operating a part-time business, sending chain-letter messages, or personal political activities.

Customers

Our customers are the reason we have a business. Meeting their needs and expectations is essential to our success.

What we do :

Provide quality products and services.

Meet or exceed expectations.

Communicate honestly and fairly.

Important information you need to know :

 Advertising

Our advertising provides clear and accurate information about our pricing, services, and products. We don’t exaggerate, mislead, omit, or lie. We never resort to deceptive advertising to gain an advantage over our competitors. While it is fair to make accurate comparisons between TXC Corp. and our competitors when discussing our services and products, we do not criticize or misrepresent the services or qualifications of our competitors.


 Bribes and Kickbacks

A bribe or kickback is the giving or accepting of money, fees, commissions, credits, gifts, favors, or anything of value that is either directly or indirectly provided in return for favorable treatment. We never offer, give, ask for, or take any form of bribe or kickback. We want our customers to use our services and products because of their value, not because they have received "something extra" on the side. Bribes or kickbacks in any form will not be tolerated.


 Commercial Customers: Contracting

We develop and provide services and products that meet or exceed the requirements of our customers, and do so at a fair price. We negotiate in good faith, follow our contracts, and resolve disputes promptly. TXC Corp. employees, agents, consultants, and subcontractors compete for, negotiate, and perform all contracts in a fair and ethical manner, without discrimination or deception, and in strict compliance with applicable laws, regulations, and the terms of the contract.


 Commercial Customers: Gifts

We compete solely on the merits of our products and services. We do not persuade commercial customers to purchase from us by offering gifts, meals, or entertainment.

We may provide advertising or promotional novelties, or other items that meet the following guidelines :

Should not exceed $100 (U.S.). *

Does not violate applicable laws or regulations.

Is not given to a governmental official or employee.

Is not for the purpose of influencing the decision of its recipient to award or maintain business with us.

Does not conflict with the standards of the recipient.

Was not solicited.

Open disclosure would not embarrass our Company, the recipient, or any of the individuals involved.

Happens only occasionally.

* More expensive items must be approved by TXC Corp. President or above. Cash gifts are never permitted.


 Commercial Customers: Entertainment

We may offer business meals or entertainment to a commercial customer when entertaining. Remember, when entertaining :

A TXC Corp. employee should be present and act as host. This is the best way to promote a lasting business relationship.

The activity will be of reasonable value and occur infrequently.

Moderation and appearance is the key. As a rule of thumb, never spend more on entertaining a customer than you would reasonably spend on yourself.


 Government Customers: Contracting

Detailed laws and regulations control how we do business with the government. When we bid on or perform government contracts, we strictly comply with their requirements, including their rules on gifts, gratuities, meals, accuracy in reports and claims, and conflicts of interest.


 Government Customers: Gifts and Entertainment

Most government officials are prohibited from accepting any gifts, gratuities, or entertainment, regardless of value. TXC Corp. employees who interact with government officials and employees will never give anything of value to a government employee unless they have received advance permission to do so from the President or above managers.

Communities

We want to make the quality of life in our communities better.

What we do :

Safeguard the environment and our natural resources.

Always try to be good corporate citizens.

Support organizations that improve the environment, education, and community vitality.

Important information you need to know :

 Environmental Practices

TXC Corp. is committed to conducting business in a manner that respects, preserves, and improves the environment. To do this we :

Conduct our services in an environmentally responsible manner.

Use energy wisely and efficiently in our operations.

Comply with all relative environmental laws and regulations, Company policies, and professional standards of good industry practices.

Use technologies and operating procedures designed to minimize health and safety risks.

Encourage employees to report any condition that may pose an environmental, health, or safety hazard and provide a confidential means for them to do so.


 Corporate Citizenship

TXC Corp. tries to improve the well being of our communities by providing quality products and services. We get involved in the life of our communities by being good citizens, volunteering, and working to support local charities and not-for-profit organizations.


 Community Relations

TXC Corp. is committed to creating strategic partnerships with community organizations.

Suppliers

We maintain good relationships with our suppliers. They are our partners.

What we do :

Select suppliers fairly and objectively.

Deal honestly and straightforwardly in contract negotiations.

Work with our suppliers to honor our commitments.

Avoid actions that may show poor business judgment.

Important information you need to know :

 Choosing Suppliers

TXC Corp. selects suppliers who best meet our needs using five key objective criteria :

Product and technology leadership

Service and support leadership

Quality

Delivery and lead-time performance

Total cost performance

Where competitive bidding is required, we evaluate all proposals fairly.


 Contract Negotiation

During contract negotiations with a supplier or potential supplier, we are fair and reasonable. We follow all applicable laws and regulations and uphold good business practices.


 Supplier Diversity

TXC Corp. is committed to identifying and increasing procurement spending with minority/women owned businesses, veterans, and small and disadvantaged businesses.


 Supplier Information

We do not share confidential information given to us by our suppliers with someone outside of TXC Corp. unless directed to do so in writing by the supplier.

Government and Regulatory Agencies

We work closely with government regulators so that our operations and business practices are lawful.

What we do :

Comply with both the spirit and letter of the law.

Conduct our interactions with honesty and integrity.

Important information you need to know :

 Lobbying

It is essential that we are consistent in our approach to public policy issues. You must obtain prior approval from President or above managers in each country to hire outside counsel or a public affairs firm to contact government officials about legislation, regulatory policy, or rule making. This includes grassroots lobbying contacts.


 Hiring Part-time Elected Officials

In many countries and localities, elected or appointed officials perform their public duties on a part-time basis. When not serving in their public role, many are employed in a variety of jobs or professions, including as consultants or advisors.

No person who holds elected or appointed office may be hired by the Company to provide services to or for the Company unless it is first reviewed and approved by President or above managers.


 Political Activities

TXC Corp. encourages employees to participate in political activities on their own time and at their own expense. Such activities must not cause a conflict of interest. You will never put pressure on fellow employees to support or contribute time or money to a candidate or a political cause. When we participate in political activities, we do so as individual citizens. Never give the impression that you are speaking on behalf of TXC Corp. unless authorized to do so by President or above managers.


 Political Contributions

Political contributions are made only in compliance with relative laws, and Company policy. A "political contribution" is any direct or indirect payment, distribution, subscription, loan, advance, deposit, or gift of money, services, or anything of value to a government official or employee, or a person running for an elected office, or in connection with an election, or to an organization or group formed to support or defeat a referendum or ballot issue. Be aware of the following concerns and restrictions :

In some countries, corporations are prohibited from making political contributions.

President and above managers must approve all Company contributions in advance.

Generally, contributions by TXC Corp. are administered by the Company’s Political Action Committee (PAC, to be formed).

TXC Corp. will not directly or indirectly reimburse an employee or other person for political contributions he or she has made.

Cash contributions are prohibited.


 Regulatory Compliance

TXC Corp. operates in a highly regulated environment. In Taiwan, the agencies that regulate our business include the Environmental Protection Agency, Ministry of Economic Affairs, Internal Revenue Service, Occupational Health and Safety Administration, Department of Labor, and the Securities and Exchange Commission, plus many other relative agencies. In the U.S., we are similarly regulated.


 Regulatory Agency Investigations, Inspections, and Requests for Information

Notify group or corporate legal counsel immediately of any inspection, investigation, or request for information.

During a government inspection never :

Conceal, destroy, or alter any Company documents.

Lie or make misleading statements to a government investigator.

Obstruct the collection of information, data, or records.

Attempt to cause another employee to fail to provide accurate information.


 Doing Business Overseas

We conduct business in worldwide locations. At times we may encounter unfamiliar rules, regulations, customs, manners, or cultures. However, in conducting our domestic and international business activities, we must comply with local laws and adhere to TXC’s values, standards, and policies. Integrity and Inclusion always serve as the foundation for all our business dealings.

Shareholders

Our shareholders own our business. We must keep their respect and trust.

What we do :

Manage our business ethically and profitably.

Protect Company property and information.

Communicate regularly through existing channels.

Important information you need to know :

 Performance

The long-term success of our Company is directly related to the performance of each of us individually and together as a team. Therefore, each of us must contribute our best to make our Company a success.


 Company Information

We are very careful about what we say when releasing information publicly. This communication is the job of our Corporate Spokesman.


 Communication

We provide accurate and timely information about our business to our investors, the media, and the general public.

If you receive an inquiry from the media, investors, or analysts, do not communicate Company information to them, but rather direct the inquirer to Corporate Spokesman and let them respond to the inquiry.

Competitors

We practice fair, open, and honest competition.

What we do :

Obtain information fairly, honestly, and legally.

Treat competitors with respect.

Promote open and honest competition.

Important information you need to know :

 Gathering Competitive Information

In order to keep current with developments in our industry, we have a responsibility and a right to obtain information about other companies, including those with whom we compete.

We will obtain this information through public, ethical, and legal means-such as public conferences and documents, magazines, trade journals, and other published and written information. We never seek information through improper means, such as directly from a competitor, burglary, spying, or wiretapping. We do not misrepresent ourselves, either directly or indirectly through a representative or agent, to obtain such information. Pricing, terms, and other.

However, we cannot obtain pricing or competitor information directly from our competition.

We always respect the proprietary information and trade secrets of others, including former employers. If we are aware of a confidentiality agreement, we never solicit or accept information that would violate that agreement. We never disclose any client or vendor proprietary information unless the individual or organization owning the information properly authorizes release or disclosure. Newly hired employees are not to be asked or encouraged to divulge proprietary information about their former employers.


 Antitrust

Fair Trade Act in Taiwan, federal and state antitrust laws in the U.S., prohibits agreements and activities that unreasonably limit competition. The basic concept behind these laws is that a business will independently pursue its activities in a competitive and free marketplace, not one that has been limited by restrictive agreements among competitors. These laws have been designed to promote honest, fair, and vigorous competition in open markets.


 TXC Corp. prohibits any discussions or agreements with our competitors concerning :

Price Fixing

We never enter into any general understanding or agreement with a competitor concerning prices or terms of sale that will be charged to customers. This includes price levels, pricing methods or policies, timing of price changes, bid information, profits or profit margins, terms or conditions of sale, and/or supply of a product or service. TXC Corp. prices and bid amounts are to be arrived at independently without consultation of any kind with a competitor.

Territorial Allocation

We do not agree with our competitors to divide or allocate markets or territories. We do not discuss market information with our competitors (except for a reasonable non-compete/non-solicitation agreement from a seller in connection with the sale of a business).

Customer Allocation

We do not agree with our competitors to divide or allocate customers. We never discuss the selection, retention, or solicitation of customers with our competitors (except for a reasonable non-compete/non-solicitation agreement from a seller in connection with the sale of a business).

Bidding

We do not make agreements with our competitors on whether we will or will not bid on a contract, or how much we will bid on a contract.

Appearances

It is a violation of our policies to discuss the antitrust topics listed above with a competitor, even though the discussion may fall short of an agreement.

Monopolization

We prohibit any abusive or unfair acts intended to acquire or maintain a monopoly or injure a competitor's business.

Vendor or Customer Boycotts

We do not agree with or have any discussion with our competitors regarding which vendors or customers with whom we will or will not conduct business. Decisions not to do business with a vendor or customer must be arrived at independently of any decision or action by our competitors.

Trade Associations and Industry Associates

TXC Corp. employees who attend trade association meetings or industry conferences must avoid inappropriate discussions with competitors. Be alert and be cautious.

Being Heard and Getting Help

Being Heard and Getting Help

 Speaking Up

TXC Corp. provides you with anonymous and confidential ways to report concerns about violations of our Code of Conduct. By identifying problems or asking for help, you enhance our reputation for integrity, honesty, and trust. When should you speak up?


 When you :

Believe that our values, our Code of Conduct, or our policies are not being followed.

Think that laws, regulations, or permit conditions are not being followed.

Think that there is an accounting irregularity or auditing violation.

Have a question or concern.

Need advice or help.

This Code of Conduct is the property of TXC. and all rights are reserved.