United Microelectronics : UMC Procedures for Handling Proprietary/Strictly Confidential Information (pdf, 160kb)

United Microelectronics Corporation

Procedures for Handling Proprietary/Strictly Confidential Information

Chapter I: General Principles

Article 1: Purpose

These procedures were established to create an effective system for the handling and disclosure of proprietary/strictly confidential information; to prevent inappropriate disclosure of information; and to ensure the consistency and accuracy of all information publicly released by the company.

Article 2: Handling of proprietary/strictly confidential information to follow related legal statutes as well as this set of procedures

UMC's handling and disclosure of proprietary/strictly confidential information should adhere to related laws, to regulations stipulated by the Taiwan Stock Exchange, as well as to this set of procedures.

Article 3: Applicable Persons

These procedures are applicable to UMC's board members, managers, and employees. Others with knowledge of the company's proprietary/strictly confidential information due to their status, job, or relationships should also be requested by UMC to follow this set of procedures.

Article 4: Definition and scope of proprietary/strictly confidential information

Proprietary/strictly confidential information as specified in this set of procedures refers to the Taiwan Securities and Exchange Act (TSEA) and related laws, statutes and regulations as set forth by the Taiwan Stock Exchange.

Article 5: Departments charged with the handling of proprietary/strictly confidential information

The UMC departments charged with handling proprietary/strictly confidential information include the Spokesperson Office, Finance, Human Resources, and Legal & Compliance Division. Their departmental authority encompasses the following responsibilities:

1)Drafting and revising this set of procedures.

2)Taking inquiries, considerations, and suggestions pertaining to the handling of proprietary/strictly confidential information and this corresponding set of procedures.

3)Processing reports of information leakage and setting strategies for responding in the case of such events.

4)Setting forth the policies for storing documents, files, and digital records pertaining to this set of procedures.

5)Any other matters pertaining to this set of procedures.

Chapter II: Confidentiality Procedures

Article 6: Confidentiality Firewall: Persons

Board members, managers, and employees should manage people and execute their duties according to the principles of integrity as outlined, and sign a confidentiality agreement.

Board members, managers, and employees with knowledge of proprietary/strictly confidential information must not disclose said knowledge to others.

Board members, managers, and employees must not ask employees with knowledge of proprietary/strictly confidential information regarding said information or any other such confidential information that is not directly related to their work. Any such unreleased information obtained outside of the execution of one's job duties must not be disclosed to any other person.

Article 7: Confidentiality Firewall: Items

When proprietary/strictly confidential information is exchanged via print files, proper protective procedures must be followed. When transferring via electronic mail or other digital means, encryption, electronic signatures, or other digital security measures should be applied.

Documents and files containing the company's proprietary/strictly confidential information should be backed up and stored in a secure location.

Article 8: Confidentiality Firewall: Operations

UMC shall ensure the establishment of a firewall via the previous two articles, and take the following measures:

1)Establish appropriate firewall measures and regularly test their effectiveness.

2)Strengthen the company's policies and measures for ascertaining appropriate storage and secrecy of files containing proprietary/strictly confidential information.

Article 9: Confidentiality relating to outside institutions and persons

Institutions or persons exposed to company mergers and acquisitions, important meeting records, strategic alliances, other sales collaboration or signing of important contracts must sign a confidentiality agreement and must not disclose any such knowledge to others.

Chapter III: Procedures for disclosing proprietary/strictly confidential information

Article 10: Principles for public disclosure of proprietary/strictly confidential information

UMC should disclose proprietary/strictly confidential information according to the following principles:

1)Disclosure must be accurate, complete, and timely.

2)Disclosure must be grounded in evidence.

3)Information must be disclosed in a just and fair manner. Article 11: Policies relating to spokespersons

Barring any laws or statutes that stipulate otherwise, the disclosure of proprietary/strictly confidential information should be handled by the spokesperson or deputy spokesperson of the company, with attention to the proper succession of deputies. When necessary, an authorized manager can directly assume said responsibilities.

The content of remarks made by UMC's spokesperson and deputy spokesperson must be within

the scope authorized by the company. Furthermore, company affiliates, with the exception of authorized managers, spokespersons and deputy spokespersons, are forbidden to make disclosures of proprietary/strictly confidential information.

Article 12: Records of the disclosure of proprietary/strictly confidential information

The company's public disclosure of proprietary/strictly confidential information must keep the following records:

1)Date, time, and names of the persons handling disclosure.

2)Method of disclosure

3)Content of information disclosed

4)Content of print materials submitted

5)Other related information

Article 13: Response to erroneous media reports

When there are discrepancies between the content of media reports and the information disclosed by the company, UMC should clarify via the Market Observation Post System (MOPS) and request media amendment.

Chapter IV: Handling of extraordinary circumstances

Article 14: Reporting of extraordinary circumstances

If board members, managers, or employees learn of the unauthorized disclosure of proprietary/strictly confidential information, they must promptly notify the responsible departments, including the audit department.

Once the responsible departments receive notification, they must devise a crisis response strategy and discuss with the audit department as necessary. A record of the results of the response must be drafted. The audit department must perform its requisite investigations as well.

Article 15: Handling of violations of the law

In the event of any of the following scenarios, UMC must investigate which persons are responsible and take appropriate legal measures:

1)Employees commit an unauthorized disclosure of proprietary/strictly confidential information, or violate this set of procedures or other related regulations.

2)Spokespersons or deputy spokespersons release information beyond the scope that was authorized, or violate this set of procedures or other related regulations.

In the event that outside persons (non-employees) release UMC's proprietary/strictly confidential information and thus render material or other harm upon the company, UMC shall pursue appropriate legal recourse.

Chapter V: Internal controls and education

Article 16: Internal controls

This set of procedures are part of UMC's internal controls system and audit personnel should regularly monitor whether the procedures are being followed appropriately and submit related audit reports as part of the implementation of the rules and procedures for handling proprietary/strictly confidential information.

Article 17: Education

UMC educates its board members, managers, and employees at least once a year on the company's confidentiality procedures and related regulations.

The company must also educate new board members, managers, and employees on this set of procedures at the earliest appropriate time.

Chapter VI: Supplementary Provisions

Article 18: This set of procedures and any related revisions shall be effective once approved by the board of directors.