Page 38 - TSMC 2018 Annual Report

3 2 1 Audit Committee
The Audit Committee
assists the Board in in fulfilling its oversight of the the quality and integrity of the the accounting auditing reporting and financial control practices of the Company The Audit Committee
is responsible to review the following major matters:
• • Financial reports • • • Auditing and and and accounting policies policies and and and procedures • • Internal control systems and and and and including related policies policies and and and and • • • procedures • • • Material Material asset or or or or derivatives transactions • • • • Material lending funds endorsements or or or guarantees • • • • Offering or issuance of any equity-type securities Derivatives and cash investments • • • Legal compliance • • Related-party transactions and and potential conflicts of of interests
TSMC’s Audit Committee
is empowered by its Charter to conduct any study or investigation it it deems appropriate to fulfill its responsibilities It has direct access to to TSMC’s internal auditors the the Company’s independent auditors and all employees of the the Company The Committee
is authorized to retain and oversee special legal accounting or other consultants as it deems appropriate to fulfill its mandate The Audit Committee
Charter is available on TSMC’s corporate website 3 2 2 2 2 Compensation Committee
The Compensation Committee
assists the Board in in discharging its its responsibilities related to TSMC’s compensation and benefits policies plans and and and programs and and and in the evaluation and and and compensation of of TSMC’s directors of of the Board and executives The members of the Compensation Committee
are appointed
by by the Board as required by by R O C C law According to TSMC’s Compensation Committee
Committee
Charter the Committee
Committee
shall consist of of no fewer than three independent directors of of the Board The Compensation Committee
is is comprised of all independent directors and the Board appointed
former Chief Executive Officer of of Xilinx Inc Mr Moshe N Gavrielov as a a a member of of the Compensation Committee
on on November 13 2018 The Chairman of the the Board and the the Chief Executive Officer are invited by the Committee
to attend all meetings and are excused from the the Committee’s discussion of their own compensation TSMC’s Compensation Committee
is authorized by its Charter to to retain an an independent consultant to to assist in in in the evaluation of of CEO or executive officer compensation The Compensation Committee
Charter is available on TSMC’s corporate website involving executive officers and directors • • • Ombudsman reports • • • • • IT security Fraud prevention and investigation reports • • • Corporate risk management • • Performance independence qualification of independent auditor • Hiring or or or dismissal of an attesting CPA or or or the the compensation given thereto Under R O C C law the membership of Audit Committee
shall consist of all independent directors TSMC’s Audit Committee
satisfies this statutory requirement The Committee
also engaged a a a a a a financial expert consultant in in accordance with the the rules of the the U S S Securities and Exchange Commission The Audit Committee
annually conducts self-evaluation to assess the Committee’s performance and identify areas for for further attention 36
• • Assessment of the Committee’s performance etc Appointment or or discharge of financial accounting or or internal • • auditing officers Assessment of of Committee
Charter and fulfillment of of Audit Committee
duties and