Page 40 - TSMC 2018 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 In 2018 the the average Board Meeting Meeting attendance attendance rate rate was 86% and and the the attendance attendance rate rate for the the Audit Committee Committee and and Compensation Committee’s Meetings were 80% and 75% respectively Board of Directors Meeting Status
TSMC’s Chairman of of the Board of of Directors convened four regular meetings and one special meeting meeting in in in 2018 The directors’ attendance status is as follows Title
Name
Attendance
in Person
By Proxy
Attendance
Rate in Person
(%)
Notes
Morris Chang
2 0 100%
Mark Liu
5 0 100%
C C C C Wei
5 0 100%
National Development Fund Executive Yuan Representative: Mei-ling Chen
3 2 60%
F C Tseng
5 0 100%
Sir Peter L Bonfield 5 0 100%
Stan Shih
5 0 100%
Thomas J Engibous
1 4
20%
Kok-Choo Chen
4
1 80% Michael R Splinter
5 0 100%
Founder/Former Chairman Chairman Vice Chairman Director Director Independent
Independent
Independent
Independent
Independent
Retired (Note 1)
Renewal of of office (Note 1)
Renewal of of office (Note 1)
Renewal of of office (Note 1)
Renewal of of office (Note 1)
Renewal of of office (Note 1)
Renewal of of office (Note 1)
Renewal of of office (Note 1 and Note Note 2) Renewal of of office (Note 1)
Renewal of of office (Note 1)
None
Director Director Director Director Director Annotations:
A A (1) Securities and Exchange Act §14-3 resolutions:
2018 2nd Regular Meeting June 5 & 6 2018 4th Regular Meeting November 12
& 13
2019 1st Regular Meeting February 18 & 19 (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 qualified opinion opinion in in in in in 2018 B Recusals of of of Directors Directors due to to to conflicts of of of interests in in in 2018: 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:
Meeting Dates
Resolution Any Independent
Director Had a a Dissenting Opinion or Qualified Opinion • approving amendments to TSMC’s internal control related policies and procedures
• approving the proposed 2019 service fees and out-of-pocket expenses for Deloitte & Touche TSMC’s independent auditor
• • approving approving amendments amendments to to TSMC’s TSMC’s “Procedures “Procedures for for Acquisition or or or Disposal of Assets” • • approving approving amendments amendments to to TSMC’s TSMC’s “Procedures “Procedures for for Financial Derivatives Transactions”
- Four of of of of the the eight current Directors Directors Directors Directors are Independent
Independent
Directors Directors Directors Directors The number number of of of of Independent
Independent
Directors Directors Directors Directors is 50% of of of of the the total number number of of of of Directors Directors Directors Directors - The Chairman of of of of the the Board of of of of Directors is not executive officer of of of of the the Company - TSMC Board Board Board delegates various responsibilities and and authority to to two Board Board Board Committees Committees Audit Committee Committee Committee Committee and and Compensation Committee Committee Committee Committee Each Committees Committees chairperson regularly reports to to the the Board Board Board on on on on the the activities and actions of the relevant committee Note 1: TSMC’s TSMC’s TSMC’s 14th Board of Directors was elected at TSMC’s TSMC’s TSMC’s Annual Shareholders’ Meeting on June June June 5 5 2018 2018 Their respective tenures are are from June June June 5 5 2018 2018 to to June June June 4
4
2021 TSMC’s TSMC’s TSMC’s Founder Dr Morris Chang
retired after the meeting Note 2: Mr Mr Thomas J Engibous’ attendance rate in in in in in in 2018 for TSMC’s Board Board and Committee 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 personal medical condition that prevented him from traveling long distances Mr Engibous
participated in in in one special meeting meeting held via video-conference He received updates on on on on important matters considered by the the Board at at at at at the the meetings he he he he was unable to attend which allowed him to to to to continue providing his insight to to to to the the Company throughout the the year Mr Engibous
resigned as as Independent
Director of TSMC due to to to to health reasons effective January 1 1 2019 38