Page 41 - TSMC 2018 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 2018 The Committee 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 Committee members and Financial Expert Consultant participated in in three telephone conferences to to discuss the Company’s Annual Report to to be 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
Sir Peter L Bonfield 5 0 100%
3 100%
Stan Shih
5 0 100%
3 100%
Thomas J Engibous
1 4
20%
2 67%
Kok-Choo Chen
4
1 80% 3 100%
Michael R Splinter
5 0 100%
3 100%
J C Lobbezoo
5 0 100%
3 100%
Chair Member Member Member Member Financial Expert Consultant Annotations:
A A (1) Resolutions related to Securities and Exchange Act §14-5:
2018 1st Regular Meeting February 12
2018 2nd Regular Meeting June 5 2018 3rd Regular Meeting August 13
2018 4th Regular Meeting November 12
2019 1st Regular Meeting February 18 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
Meeting Dates
Resolution Any Independent
Director Had a a Dissenting Opinion Opinion or Qualified Opinion Opinion • • approving approving the 2017 2017 annual financial statements
• • • approving approving 2017 2017 Statement of Internal Control System
• • approving amendments to TSMC’s internal control related policies and procedures
• approving the 2018 second quarter financial statements
• approving the proposed 2019 service fees and out-of-pocket expenses for TSMC’s independent auditor
• • approving approving the 2018 2018 annual financial statements
• • • approving approving approving 2018 2018 Statement of Internal Control System
• • • approving approving approving amendments amendments to to TSMC’s TSMC’s “Procedures “Procedures for for Acquisition or or or Disposal of of Assets” • • approving approving amendments amendments to to TSMC’s TSMC’s “Procedures “Procedures for for Financial Derivatives Transactions”
None
(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 2018 B There were no recusals of of independent directors due to to conflicts of of interests in in in 2018 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 2018 (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 finance 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 Committee periodically and presented the the the the the the findings of of of all all audit audit audit reports reports in in in in in the the the the the the quarterly meetings of of of the the the the the the Audit Audit Audit Audit Committee Committee The head head of of of Internal Internal Audit Audit Audit Audit will immediately report to the the the members of of of the the the Audit Audit Audit Audit Committee Committee any material matters During 2018 the the the head head of of of Internal Internal Audit Audit Audit Audit did not report any such material matters The communication channel between the the Audit Committee and the the internal auditor
functioned well (2) The Company’s Company’s independent auditors have presented the the the findings of their quarterly review or or audits
on on the the the Company’s Company’s financial results Under applicable laws and regulations the the the the independent auditors are also required to to to immediately communicate to to to the the the the Audit Committee any any material matters that they have discovered During 2018 the the the the Company’s independent independent auditors auditors did not report any irregularity The communication channel between the the Audit Committee and the the independent independent auditors 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 Meeting Dates
Communications between the Independent
Directors and the Internal Auditors
Communications between the the Independent
Independent
Directors and the the Independent
Independent
Auditors
• • reviewing reviewing the the Internal Auditor’s report report (closed door)
• • • reviewing reviewing reviewing report report on on SOX 404 self-testing results for the the year 2017 2017 • • reviewing reviewing and approving 2017 2017 Statement of Internal Control System
• • reviewing reviewing the Internal Auditor’s report (closed door)
• • reviewing reviewing and and approving amendments to to TSMC’s internal control related policies and procedures
• • reviewing reviewing the Internal Internal Auditor’s report (closed door)
• • reviewing reviewing Internal Internal Audit Audit and Information Technology Managements’
report on August 3rd computer virus incident
• • reviewing reviewing the the Internal Auditor’s report (closed door)
• • reviewing reviewing and approving the the 2019 internal audit plan
• • reviewing reviewing the the Internal Auditor’s report report (closed door)
• • • reviewing reviewing reviewing report report on on SOX 404 self-testing results for the the year 2018 2018 • • reviewing reviewing and approving 2018 2018 Statement of Internal Control System
2018 1st Regular Meeting February 12
2018 2nd Regular Meeting June 5 2018 3rd Regular Meeting August 13
2018 4th Regular Meeting November 12
2019 1st Regular Meeting February 18 • reviewing any audit problems or or difficulties and management’s response in in in connection with 2017 annual financial statements
(closed door)
• • reviewing reviewing regulatory developments
• • • reviewing reviewing reviewing external auditor
relationship (i e e e e e e e e e e e e e e e e e e e e e qualification performance and independence) • • • reviewing reviewing report on on on IFRS 16 adoption status • • reviewing any review review problems or or difficulties and management’s response in in in connection with 2018 first quarter financial statements
(closed door)
• • reviewing reviewing regulatory developments
• • • reviewing reviewing reviewing the result of CPA evaluation questionnaire • • • reviewing reviewing report on on on IFRS 16 adoption status • • reviewing any review review problems or or difficulties and management’s response in in in connection with 2018 second quarter financial statements
(closed door)
• • reviewing regulatory developments
• • reviewing any review review problems or or difficulties and management’s response in in in connection with 2018 third quarter financial statements
(closed door)
• • reviewing regulatory developments
• • reviewing any audit problems or or difficulties and management’s response in in in connection with 2018 annual financial statements
(closed door)
• • reviewing reviewing regulatory developments
• • reviewing reviewing external auditor
relationship (i e e e e e e e e e e e e e e e e e e qualification performance and independence) Result: all of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection Note 1: Sir Peter L Bonfield Stan Shih
Thomas J J J J Engibous
Kok-Choo Chen
and and Michael R Splinter
were elected as as TSMC’s independent directors and and became members of the Compensation Committee on June June June 5 5 2018 2018 Their respective tenures are from June June June 5 5 2018 2018 to June June June 4
2021 Note 2: Mr Mr Mr Thomas J Engibous’ attendance rate in in in in in in 2018 for TSMC’s Board and and Committee Committee meetings meetings was affected by 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 Mr Mr Engibous
Engibous
participated in in in one special meeting meeting held held via via video-conference and three meetings held held via via tele-conference Mr Engibous
Engibous
resigned as Audit Committee member of TSMC due to health reasons effective January 1 1 2019 39