Page 45 - 2017 TSMC Annual Report

3 Composition and Responsibilities of of the Board of of Directors (1) Has the the Company established a a a a a diversi cation policy for the the composition
of of its Board of of Directors and has it it been implemented accordingly?
(2) Other than the the the Compensation Committee Committee and the the the Audit Committee Committee which are required by law does the the Company plan to set up other Board committees?
(3) Has the the Company established methodology for evaluating the the performance of of its Board of of Directors on an an an annual basis?
(4) Does the Company regularly evaluate its external auditors’ independence?
4 Does the Company established a a a a a a full- (or part-) time corporate governance unit or or or personnel to be in in in charge of corporate governance affairs (including but not limited to furnish information required for for business execution by directors handle matters relating to to board meetings and and shareholders’ meetings according to laws handle corporate registration and and amendment registration record minutes of board meetings meetings and shareholders meetings meetings etc )?
5 Has the Company established a a a a a a means of communicating with its Stakeholders (including but not limited to shareholders employees customers suppliers etc ) or created a a a a Stakeholders Section on on its Company website?
Does the Company respond to stakeholders’ questions on on on corporate responsibilities?
6 Has the Company appointed a a a a a a a professional registrar for its Shareholders’ Meetings?
7 Information Disclosure
(1) Has the Company established a a a a a a corporate website to disclose information regarding its nancials business and corporate governance status?
(2) Does the the Company use other information disclosure channels (e g maintaining an an an English-language website designating staff to handle information collection and disclosure appointing spokespersons webcasting investors conference etc )?
None Assessment Item
Implementation Status
Non- implementation and Its Reason(s)
Yes
No Explanation
V V V V (1) The members of of TSMC Board of of Directors are nominated via a a a a a rigorous selection process It not only considers diverse backgrounds professional competence and experience but also attaches great importance to his/her personal reputation on on on ethics and leadership Presently the Company’s Board of of Directors consists of of ten members who possess world-class managerial and/ or or professional experiences We rely on on on each directors’ knowledge personal insight and business judgment Two female directors currently sit on the Board of of of Director and half of of of our Board consists of of of independent directors (2) Audit Committee (founded in in 2002): consists of all ve independent directors Compensation Committee (founded in in 2003): consists of all ve independent directors CSR Committee (founded in 2011): is formed by the Company’s management team and reports to to the Board of Directors (3) As TSMC’s corporate governance concept the Board of Director’s primary responsibility is is to supervise evaluate the management’s performance and dismiss of of cers of of the the Company when necessary resolve the the important concrete matters and provide guidance to the management team TSMC’s Board of of of Directors consists of of of distinguished members with a a a a great breadth of of of experience as as world-class business leaders or or professionals and adhere high ethical standards and and commitment to the Company Each quarter’s Board Meeting is last for two days Company’s resolutions are determined in in in board meeting also business strategy and future orientation are discussed in in in the meeting in in in order to create best interest for shareholders Based on TSMC’s operating performance and local/international awards of best corporate governance it certainly proves the Company’s excellent performance of Board of Directors Also TSMC’s audit committee performs self-evaluation and discusses future issues of concern by questionnaire on on on annual basis (4) The Audit Committee annually evaluates the independence of external auditors and reports the the same to to the the Board of Directors V The Chairman appointed the the current General Counsel as the the Company’s Board secretariat TSMC’s Corporate & Compliance Legal Division which directly reports to the General Counsel is is in in in in in charge of assisting in in in in in related affairs including furnishing information required for for business decisions by Directors handling matters relating to Board meetings meetings Committees meetings meetings and Shareholders’ meetings meetings and recording minutes of relevant meetings meetings etc The SEC Compliance Department is is responsible for handling corporate registration and amendment registration All application documents needs to be reviewed by Legal and approved by the General Counsel V Depending on on on on the the situation the the Company’s Corporate Communication Division SEC Compliance department department Human Resources department department Customer Service department department and Procurement department department will communicate with stakeholders We also have publicly disclosed the contact information of our corporate spokesperson and relevant departments Also we have a a a a a a stakeholder section on on on our our corporate corporate website to address our our corporate corporate social responsibilities and any other issues For details please refer to “7 Corporate Social Responsibility” on on page 118-135 of this Annual Report and and “Materiality Analysis and and Stakeholder Communication” of TSMC’s CSR Report V We have appointed China Trust as our our registrar for our our Shareholders’ Meetings V V (1) TSMC discloses its its nancials business and corporate governance status on its its website at http://www tsmc com (in Chinese and English) TSMC’s American Depositary Receipt (ADR) is is listed on the New York Stock Exchange (NYSE) As a a foreign issuer TSMC must comply with NYSE’s rules We have been operating in in in in accordance with NYSE listing standards and and have been disclosing the major differences between our corporate governance practices and U S corporate governance practices Please see http://www tsmc com/download/ english/e03_governance/NYSE_Section_303A pdf
(2) TSMC has designated appropriate departments (e g g the Corporate Communication Division the the SEC Compliance Department etc ) to handle the the collection and and disclosure of information as required by the relevant laws and and regulations of Taiwan and other jurisdictions TSMC has designated spokespersons as as required by relevant regulations TSMC webcasts live investor conferences None None None None (Continued)
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