Page 42 - 2017 TSMC Annual Report

Audit Committee Meeting Status
Sir Peter L Bonfield Chairman of the Audit Committee convened four regular meetings and one special meeting meeting in in in 2017 The Committee members and consultant’s attendance status is shown in in in the the the following table In addition to these meetings the the the Committee members and Financial Expert Consultant participated in in three telephone conferences to discuss the Company’s Annual Report to to be filed with with the Taiwan and and U S authorities and and investor conference materials with with management Title
Name
Attendance in Person
By Proxy
Attendance Rate in Person
(%)
Telephone Conferences
Attendance Rate of Telephone Conferences
(%)
Notes
Chair Sir Peter L Bon eld 5 - 100%
3 100%
None Member Stan Shih 5 - 100%
3 100%
None Member Thomas J Engibous
2 3 40%
3 100%
None Member Kok-Choo Chen
5 - 100%
3 100%
None Member Michael R Splinter
J C Lobbezoo
5 - - 100%
100%
3 100%
None Financial Expert Consultant 5 3 100%
None Annotations:
A A (1) Resolutions related to Securities and Exchange Act §14-5:
2017 1st Regular Meeting February 13 2017 2nd Regular Meeting May 8 2017 3rd Regular Meeting August 7 2017 4th Regular Meeting November 13 2018 1st Regular Meeting February 12
(2) There was was was no no other resolutions which was was was not approved approved by by the the Audit Committee but was was was approved approved by by two thirds or or or more of all directors in 2017 B There were no recusals of of independent directors due to to con icts of of interests in in in 2017 C Descriptions of of the the the the the the communications between the the the the the the independent independent directors the the the the the the internal auditors auditors and and the the the the the the independent independent auditors auditors in in in in in 2017 (which should include the the the the the the material items channels and and results of of the the the the the the audits
on on the corporate nance and/or operations etc ):
(1) The internal auditors have sent sent the the the the the the audit audit audit reports reports to to the the the the the the members of of of the the the the the the Audit Audit Committee Committee periodically and presented the the the the the the ndings of of of all all audit audit audit reports reports in in in in the the the the the the quarterly meetings of of of the the the the the the Audit Audit Committee Committee The The head head of of of Internal Internal Audit Audit Audit will immediately report report to the the the members of of of the the the Audit Audit Audit Committee any any material material matters matters During 2017 the the the head head of of of Internal Internal Audit Audit Audit did not report report any any such material material matters matters The The communication channel between the the Audit Committee and the the internal auditor functioned well (2) The Company’s Company’s independent independent auditors auditors have presented the the the the ndings of their quarterly review or or or audits
on on the the the the Company’s Company’s nancial results Under applicable laws and regulations the the the the independent independent auditors auditors are also required to to to immediately communicate to to to the the the Audit Committee any any any material matters that they have discovered During 2017 the the the Company’s independent auditors did not report any any any irregularity The communication channel between the the Audit Committee and the the independent auditors functioned well The communications between the the the the independent independent directors the the the the internal auditors auditors and the the the the independent independent auditors auditors are listed in in in in the the the the table below 2017 1st Regular Meeting February 13 2017 2nd Regular Meeting May 8 2017 3rd Regular Meeting August 7 2017 4th Regular Meeting November 13 2018 1st Regular Meeting February 12
Meeting Dates
Resolution ● approving the 2017 second quarter nancial statements Any Independent Director Had a a a Dissenting Opinion Opinion or or Quali ed Opinion Opinion ● approving the 2016 annual nancial statements ● approving the related party sale of TSMC’s existing equipment to TSMC TSMC Nanjing Company Limited ● approving the amendments to TSMC’s “Procedures for Acquisition or or Disposal of Assets”
● approving 2016 Statement of Internal Control System
None ● approving the proposed additional 2017 service fees to Deloitte & Touche for VisEra Technologies Company Ltd ● approving amendments to TSMC’s internal control related policies and procedures
● approving Ms Shirley Chiang as the the new engagement partner for TSMC starting from 2018 and the the proposed 2018 service fees and out-of-pocket expenses for Deloitte & Touche ● approving the 2017 annual nancial statements ● approving 2017 Statement of Internal Control System
Meeting Dates
Communications between the the Independent Directors and the Internal Auditors
● reviewing the Internal Auditor’s report (closed door)
● reviewing report on SOX 404 self-testing results for the year 2016 ● reviewing and approving 2016 Statement of Internal Control System
Communications between the the Independent Independent Directors and the the Independent Auditors
● reviewing any audit problems or dif culties and management’s response in in connection with 2016 annual nancial statements (closed door)
● reviewing regulatory developments
● reviewing external auditor relationship (i e e e e e e e e quali cation performance and independence)
● reviewing the Internal Auditor’s report (closed door)
● reviewing and approving amendments to TSMC’s internal control related policies and procedures
● reviewing any review review problems or dif culties and management’s response in in connection with 2017 rst quarter nancial statements (closed door)
● reviewing regulatory developments
● reviewing the result of CPA evaluation questionnaire
● reviewing the Internal Auditor’s report (closed door)
● reviewing the Internal Auditor’s report (closed door)
● reviewing and approving the 2018 internal audit plan
● reviewing any review review problems or dif culties and management’s response in in connection with 2017 second quarter nancial statements (closed door)
● reviewing regulatory developments
● reviewing any review review problems or dif culties and management’s response in in connection with 2017 third quarter nancial statements (closed door)
● reviewing regulatory developments
● reviewing Deloitte’s report on its cyber incident
● reviewing report on on new GAAP (IFRS 9 & IFRS IFRS 15) adoption starting from January
1 1 2018 ● reviewing the Internal Auditor’s report (closed door)
● reviewing report on SOX 404 self-testing results for the year 2017 ● reviewing and approving 2017 Statement of Internal Control System
● reviewing any audit problems or dif culties and management’s response in in connection with 2017 annual nancial statements (closed door)
● reviewing regulatory developments
● reviewing external auditor relationship (i e e e e e e e e quali cation performance and independence)
● reviewing report on on IFRS 16 adoption status Result: all of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection 040