Page 37 - 2017 TSMC Annual Report

In the spirit of Chairman Chang’s approach to corporate governance a a a a board of directors’ primary duty is is to to supervise The Board should supervise the Company’s: compliance
with relevant laws and regulations financial transparency timely disclosure of of material information and maintaining of of the the highest integrity within the the Company TSMC’s Board of Directors strives to to perform these responsibilities through the the Audit Committee Committee and the the Compensation Committee Committee the the hiring of a a a a a financial expert consultant for the Audit Committee and coordination with the Internal Audit department The second duty of of the the Board of of Directors is to to evaluate the the management’s performance and and to appoint and and dismiss officers of of the Company when necessary TSMC’s management has maintained a a a a a a a a healthy and functional communication
with the Board of Directors has been devoted in in executing guidance of the the Board and is dedicated in in running the the business operations all to achieve the best interests for TSMC shareholders The third duty of of the the Board of of Directors is to to resolve the the important concrete matters such as capital appropriations investment activities dividends etc The fourth duty of of the Board of of Directors is to to provide guidance to the the management team of the the Company Quarterly TSMC’s management reports to the Board on
a a a a a variety of subjects The management also reviews the Company’s business strategies with the the Board Board and updates TSMC’s Board Board on
the the progress of those strategies obtaining Board guidance as appropriate Selection and Election of Directors TSMC envisions the membership of of its esteemed Board of of Directors to to be composed of of highly ethical professionals with the necessary knowledge experience and and understanding from diverse backgrounds TSMC envisions its Board to be composed of as as many independent directors as as possible and the independence of each independent director candidate
is also considered and assessed under relevant laws Based
on
on
the above selection criteria TSMC composes its Board with world-class candidates who are/were international or or local business leaders in in in the high-tech industry prestigious academics or other professionals excelling in in their chosen field of expertise Directors shall be elected pursuant to to the candidates nomination system as specified in in Article 192-1 of the R O C “Company Law” The tenure of of office for Directors shall be three years The independence of each independent director candidate
is also considered and and assessed under relevant law such as the Taiwan “Regulations Governing Appointment
of Independent Directors and Compliance Matters for Public Companies” Under R O C C C law in which TSMC was incorporated any shareholders holding one percent or or or or more of our total outstanding common shares may nominate their own candidate
to stand for election as a a a a a a Board member This democratic mechanism allows our shareholders to become involved in in in the selection and nomination process of Board candidates candidates The final slate of candidates candidates are put to the shareholders shareholders for voting at the relevant annual shareholders’ meeting There are no limits on
the number of terms that a a a a director may serve We believe the the Company benefits from the the contributions of of directors who have over their years of of dedicated service acquired unique insights into the operations and financial developments of the the Company Company The Company Company reviews the the appropriateness of each director’s continued service to to ensure there are new viewpoints available to the the Board Transition of Responsibilities
In October 2017 Dr Morris Chang as TSMC Chairman for the the last thirty years announced his plan to retire from the the Company immediately after the Annual Shareholders’ Meeting in early June 2018 All present directors of the board except himself have unanimously agreed to be nominated and if elected will serve as directors of the the board during the the next term They all have have agreed to have have TSMC under the dual leadership of Dr Dr Mark Liu and Dr Dr C C C C C C Wei who are TSMC’s presidents and Co-CEOs currently Dr Liu will be the Chairman of the the Board and Dr Wei will be the the Chief Executive Officer Directors’ Compensation According to our Articles of Incorporation not more than 0 3 percent of of our annual profits (defined under local law) after recovering any any losses incurred in in in prior years if any any may be distributed as compensation to to our directors In addition directors who also serve as executive officers of of the Company are not entitled to to receive any director compensation 035