Page 41 - 2017 TSMC Annual Report

3 3 2 3 3 Director and Committees Members’ Attendance
Each Director is
expected to to attend every Board meeting meeting and the the committees meeting meeting on which he he he he or or she serves (Note) In 2017 the the average Board Meeting attendance attendance rate rate was 84% and and the the attendance attendance rate rate for the the Audit Committee Committee and and Compensation Committee’s Meetings were 88% and 85% respectively Board of Directors Meeting Status
Dr Morris Chang the the Chairman of of the the Board of of Directors convened four regular meetings and one special meeting meeting in in in 2017 The directors’ attendance status is
as follows Title
Name Attendance
in Person
By Proxy
Attendance
Rate in Person
(%)
Notes
Chairman Morris Chang 5 -
100%
None
Vice Chairman F C Tseng
5 -
100%
None
Director National Development Fund Executive Yuan Representative: Mei-ling Chen
Mark Liu
3 2 60%
Ms Mei-ling Chen
replaced Mr Johnsee Lee as the representative of National Development Fund on on November 7 7 2017 Director 2 -
100%
New of ce assumed (elected on June 8)
Director C C C C Wei
2 -
100%
New of ce assumed (elected on June 8)
Independent Director Sir Peter L Bon eld
4 1 80%
None
Independent Director Stan Shih
5 -
100%
None
Independent Director Thomas J Engibous
1 4 20%
None
Independent Director Kok-Choo Chen
5 -
100%
None
Independent Director Michael R Splinter
4 1 80%
None
Annotations:
A A (1) Securities and Exchange Act §14-3 resolutions:
2017 1st Regular Meeting February 13 & 14 2017 2nd Regular Meeting May 8 & 9
2017 4th Regular Meeting November 13 & 14 (2) There were no other other written or or or or otherwise recorded resolutions on on on on which an independent director had a a a a dissenting opinion opinion or or or or quali ed ed opinion opinion in in in in in 2017 B Recusals of of of Directors Directors due to to to con icts of of of interests in in in 2017: Directors Directors recused themselves from the the the discussion and voting of of of their compensation resolution C Measures taken to strengthen the the the functionality of the the the Board:
-
Five of of of of of of the the the ten Directors Directors Directors Directors Directors are are Independent Independent Directors Directors Directors Directors Directors The The number number of of of of of of Independent Independent Directors Directors Directors Directors Directors is
50% of of of of of of the the the total number number of of of of of of Directors Directors Directors Directors Directors The The Chairman Chairman and Vice Chairman Chairman of of of of of of the the the Board of of of of of of Directors Directors Directors Directors Directors are are not executive of of cers of of the Company -
TSMC Board Board delegates various responsibilities and and authority to two two Board Board Committees Committees Audit Committee Committee Committee Committee and and Compensation Committee Committee Committee Committee Both the the two two Committees Committees consist solely of the the ve Independent Directors Each Committees chairperson regularly reports to to the the the Board on on on the the the activities and actions of the the the relevant committee Meeting Dates
Resolution
Any Independent Director Had a a a Dissenting Opinion Opinion or or Quali ed Opinion Opinion approving amendments to TSMC’s “Procedures for Acquisition or or Disposal of Assets”
None
approving amendments to TSMC’s internal control related policies and procedures
approving (1) Ms Shirley Chiang as the new engagement partner of Deloitte & Touche TSMC’s independent auditor starting from 2018 2018 and and (2) the proposed 2018 2018 service fees and and out-of-pocket expenses for independent auditor 039
Note:
Mr Mr Thomas J Engibous’ attendance rate in in in in in in 2017 for TSMC’s Board Board and Committee meetings meetings meetings was was affected by by a a a a a a a a a a a a a a a a a a a a a a a a a a a personal medical condition that prevented him from traveling long distances Mr Mr Engibous
Engibous
Engibous
participated in in in in in in in in in in in all all meetings meetings meetings meetings held via video- or or or tele-conference He received updates on on on on on on on on on on important matters considered by by the the the the Board Board Board at at at at at at at at at at the the the the meetings meetings meetings meetings he he he he he he was was unable to to to attend attend which allowed him to to to continue providing his his insight to to to the the the the Company throughout the the the the year We anticipate Mr Engibous
Engibous
will resume regular participation in in in in in in in in Board Board and Committee meetings meetings meetings upon his his recovery