Page 39 - TSMC 2018 Annual Report

Compensation Committee
Members’ Professional Qualifications and Independent Analysis
According to the the relevant requirements set by Taiwan’s Securities and and Futures Bureau the the professional qualifications and and independence status of the the Company’s Compensation Committee
members are listed in the the table below Meet the the Following Professional Qualification Requirements Together with at Least Five Years Work Experience
Criteria (Note 1)
Name Title
Criteria An Instructor or or Higher Position in a a Department of Commerce Law Finance Accounting or Other Academic Department Related to the Business Needs of the Company in a a Public or or Private Junior College College College College or University
A Judge Public Prosecutor Attorney Certified Public Accountant or Other Professional or Technical Specialists Who Has Passed a a a a National Examination and Been Awarded a a a Certificate in a a Profession Necessary for the the Business of the the Company Have Work Experience
in the Area of Commerce Law Finance or Accounting or Otherwise Necessary for the Business of the Company 1 2 3 4
5
6
7
8 Number of Other Taiwanese Public Companies Concurrently Serving as a a Compensation Committee
Member V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
Michael R Splinter Independent Director
Sir Peter L Bonfield Independent Director
0 0 Stan Shih 0 Independent Director
Kok-Choo Chen 0 Independent Director
Moshe N N Gavrielov 0 (Note 2)
Note 1: Compensation Committee
Members during during the the the the two years before being elected or or or during during the the the the term of of of office meet any of of of the the the the following situations please tick the the the the appropriate corresponding boxes:
1 Not an an an employee of of the company or any any of of its affiliates 2 Not a a a a a a a a a a a a director director or or or or or supervisor of of of the the the company company company or or or or or any any any any of of of its its affiliates The same does not apply however in in cases where the the the person is is an an an an an independent director director of of of the the the company company company its its parent company company company or or or or any any subsidiary subsidiary as appointed
in in accordance with with the the the the laws laws of of of Taiwan or or or or with with the the the the laws laws of of of the the the the country of of of the the the the parent company or or or or subsidiary subsidiary 3 Not a a a a a a a a a a natural-person shareholder who holds shares together with those held held by by the the the the person person person s s s s s s s s s s s s s spouse minor children or or held held by by the the the the person person person under others names in in an aggregate amount of ’’
one one percent or or or more of of of of the the total number of of of of issued shares of of of of the the company or or or ranks as one one of of of of its top ten shareholders 4
Not a a a a a a a a a spouse relative relative within within the the the the second degree degree of of of of kinship kinship or lineal relative relative within within the the the the third degree degree of of of of kinship kinship of of of of any of of of of the the the the above persons in in in in in in in the the the the preceding three subparagraphs 5
Not a a a a a a a a a a a director supervisor or or or or or or or or employee of of of of of a a a a a a a a a a a corporate/institutional shareholder that directly holds five percent or or or or or or or or more of of of of of the the total number of of of of of issued shares of of of of of the the company or or or or or or or or ranks as of of of of of its top five shareholders 6
Not a a a a a a a a a a a a director supervisor officer or or or or or or or shareholder holding five percent or or or or or or or more of of of the the shares of of of a a a a a a a a a a a a specified company company or or or or or or or institution that has a a a a a a a a a a a a financial or or or or or or or business relationship with the the company company 7
Not a a a a a a a a a a a a a professional individual who or or or or or or an an an owner partner partner director supervisor or or or or or or officer of of of a a a a a a a a a a a a a sole proprietorship partnership company or or or or or or institution that provides commercial legal financial accounting services or or or consultation to to the the the company company or or or to to any any any affiliate of of the the the company company or or or a a a a a a a a spouse thereof 8 Not been a a a a person of of any any conditions defined in in Article 30 of of the Company Law Note 2: The Board appointed
Mr Moshe N N N Gavrielov (former Chief Executive Officer of of Xilinx Inc )
as a a a a a a member of of the Compensation Committee
on on November 13 2018 37