Page 45 - TSMC 2018 Annual Report

Assessment Item
Implementation Status
Non- implementation and Its Reason(s)
Yes
No Explanation
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 is in in in in in in charge of assisting in in in in in in related affairs including furnishing information required for for business decisions by Directors handling matters relating to Board meetings meetings meetings Committees meetings meetings meetings and and Shareholders’ meetings meetings meetings and and recording minutes of relevant 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
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 a stakeholder section on on our corporate website to address our corporate social responsibilities and any other issues For details please refer to “7 Corporate Social Responsibility” on on page 115-132 of this Annual Report and and “Materiality Analysis and and Stakeholder Communication” of TSMC’s CSR Report We have appointed China Trust as our our registrar for our our Shareholders’ Meetings
V
V
V
(1) TSMC discloses its its financials 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 a foreign issuer TSMC must comply with NYSE’s rules We have been operating in in in accordance with NYSE listing standards and and have been disclosing the major differences between our corporate corporate governance practices and U S corporate corporate governance practices Please see https://www tsmc com/download/ir/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 (1) For employee employee rights and employee employee wellness please refer to “5 5 5 Human Capital” on page 82-87 of this Annual Report (2) For investor relations relations supplier relations relations and rights of stakeholders please refer to “7 Corporate Social Responsibility” on on page 115-132 of this Annual Report (3) For Directors’ training records please refer to to “Continuing Education/Training of Directors in 2018” on page 44 of this Annual Report (4) For Risk Risk Risk Management Policies and Risk Risk Risk Evaluation please refer to “6 3 Risk Risk Risk Management” on page 100-112 of this Annual Report (5) For Customer Customer Relations Policies please refer to to to “5 4 Customer Customer Trust” on on page 80-82 of this Annual Report (6) TSMC maintains D&O Insurance for its directors and officers 4 Does the the the Company Company established a a a a a a a a a a a a a full- (or part-) time corporate governance None
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 the the Company Company established a a a a a a a a a a a means of communicating with its Stakeholders None
(including
but not limited to 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 appointed a a a a a a a a a a a a a professional registrar registrar for for its Shareholders’ Shareholders’ None
Meetings?
7 Information Disclosure None
(1) Has the Company established a a a a a corporate website to disclose information regarding its financials business and corporate governance status?
(2) Does the the Company use other information disclosure channels (e g g g g g g g maintaining an an English-language website designating staff to handle information collection and and disclosure appointing spokespersons webcasting investors conference etc )?
Has the the Company disclosed other information to to facilitate a a a a a a a a a a a better None
understanding of its corporate governance practices (e g g g g including but not limited to to employee employee rights employee employee wellness investor relations supplier relations rights of stakeholders directors’ training records the implementation of risk risk management policies and risk risk evaluation measures the implementation of customer relations policies and purchasing insurance for directors)?
The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange TSMC was ranked in in in in in top 5% in in in in in Corporate Governance Evaluation in in in in in 2017 and 2018 The implementation status regarding below three non-scoring items:
(1) Establishment a a a a a a a a a a a a a a a formal formal code code of of of practice for for for corporate governance: as the the explanation
of of of Assessment Item
1 1 of of of this table although the the Company does not have a a a a a a a a a a a a a a a formal formal code code of practice practice for corporate corporate governance governance however TSMC has always been highly regarded as as the industry leader in in in implementing comprehensive corporate corporate governance governance practices In addition the Company Company also has a a a a a a a a a a a a a a a a world-class Board of of Directors The Company Company believes that corporate governance is based on on on integrity professional management and implementation TSMC has been proving its its excellent corporate governance in in in in in in in its its operating performance and and continued winning of domestic and and international awards on on on on best corporate governance company (2) Training of of of of of Directors: TSMC’s Board of of of of of Directors Directors consists of of of of of distinguished members with a a a a a a a a a a great breadth of of of of of experience as as world-class business leaders or or or or professionals The Company continually arranges relevant relevant training for Directors Directors during Board meetings and Directors Directors also participate relevant relevant course as as needed For details please refer to to to the below table “Continuing Education/Training of Directors in in in in in 2018” (3) D&O D&O Insurance Insurance and and Report to to to the the Board: TSMC maintains D&O D&O Insurance Insurance for its directors and and reported to to to the the Board Board in in in February 2019 43
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