上上柜公司诚信经营手册条文草案差异对照表.doc

PAGE PAGE 6 Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies Article 1 The Ethical Corporate Management Best Practice Principles (Principles) is promulgated to assist companies listed on the Taiwan Stock Exchange Corporation (TWSE) and GreTai Securities Market (GTSM) (TWSE/GTSM-listed companies) to foster a corporate culture of ethical management and sound development, and offer a reference framework for establishing good commercial practices. Each TWSE/GTSM-listed company is advised to, in accordance with the Principles, promulgate its own ethical corporate management best practice principles applicable to its business groups and organizations of such TWSE/GTSM-listed company, which comprise its subsidiaries, any foundation to which the TWSE/GTSM-listed companys direct or indirect contribution of funds exceeds 50% of the total funds received, and other institutions or juridical persons which are substantially controlled by such company (Business Group). Article 2 When engaging in commercial activities, directors, supervisors, managers, employees of TWSE/GTSM-listed companies or persons having substantial control over such companies (Substantial Controllers) shall not directly or indirectly offer, promise to offer, request or accept any improper Benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty (Unethical Conduct) for purposes of acquiring or maintaining Benefits. Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or Substantial Controllers or other interested parties. Article 3 Benefits in the Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received