Page 26 - TSMC 2019 Annual Report

2 2 4 2 2 Remuneration Paid to to to Directors Directors and Independent Directors Directors (Note 1)
Unit: NT$
Chairman 12 12 750 750 000 000 12 12 750 750 000 000 Mark Liu
224 224 400 400 224 224 400 400 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 224 224 400 400 224 224 400 400 279 105 120 - 9 600 000 9 600 000 14 823 720 12 000 000 000 000 12 000 000 000 000 14 823 720 8 451 777
360 404 337
279 105 120 - 9 600 000 9 600 000 14 823 720 12 000 000 000 000 12 000 000 000 000 14 823 720 8 451 777
360 404 337
1 1 1 1 338 338 981 981 1 1 1 1 338 338 981 981 0 0 0 0850% - - - - - - - - - 1 1 1 1 715 715 592 592 1 1 1 1 715 715 592 592 0 0 0 0033% - - - - 0 0 0 0028%
- - - - 0 0 0 0043% - - - - 0 0 0 0035% - - - - 0 0 0 0035% - - - - 0 0 0 0043% - - - - 0 0 0 0024%
3 3 3 3 054 054 573 573 3 3 3 3 054 054 573 573 0 0 0 0 0 1090%
0 0 0 0850% - 0 0 0 0033% 0 0 0 0043% 0 0 0 0035% 0 0 0 0035% 0 0 0 0043% 0 0 0 0024%
0 0 0 1090%
Title/Name
Director's Remuneration (A+B+C+D) as a a % of Net Income
Base Compensation (A)
Severance Pay and Pensions (B) (Note 3)
Compensation to Directors (C)
Allowances (D) (Note 4)
From TSMC From All Consolidated Entities
From TSMC From All Consolidated Entities
From TSMC From All Consolidated Entities
From TSMC From All Consolidated Entities
From TSMC From All Consolidated Entities
Vice Chairman C C C C Wei
Director F C Tseng
Director National Development Fund Executive Yuan Representative:
Mei-ling Chen
Independent Director Sir Peter L Bonfield
Independent Director Stan Shih
Independent Director Kok-Choo Chen
Independent Director Michael R Splinter
Independent Director Moshe N Gavrielov (Note 2)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 0 0 0 0028%
Total 12 12 750 750 000 000 12 12 750 750 000 000 *Other than disclosure in in in in in the the the above table Directors remunerations earned by providing providing services services (e g g g g providing providing consulting services services as a a a a a a a a a a non-employee) to to TSMC and all consolidated entities in in in in in the the the 2019 financial statements: Advisor Fee to Dr F F C Tseng
NT$14 405 550 Note 1: Directors Directors and and and and Independent Directors’ remuneration policies procedures standards and and and and structure as as well as as the linkage to to to responsibilities risks and and and and time spent:
1 According to to to to to TSMC’s Articles of of Incorporation the the the the Board of of Directors Directors is authorized to to to to to determine the the the the salary for the the the the Chairman Chairman Vice Chairman Chairman and and Directors Directors taking into account the the the the extent and and value of of of the the the the the the services provided for the the the the the the management of of of the the the the the the Corporation and and and the the the the the the standards of of of the the the the the the industry within the the the the the the R O C C and and and overseas 2 The Articles of of o of of Incorporation also also provide that the compensation to to to directors directors shall be no more than 0 3% of of o of of annual profits and directors directors who also also serve as executive officers of of o of of TSMC are not entitled to to to to to to receive compensation compensation to to to to to to directors directors According to to to to to to TSMC’s Compensation Committee Charter the distribution of compensation compensation to to to to to to directors directors shall be made in in accordance with TSMC’s “Rules for Distribution of of of Compensation to to to to Directors” based on on on the the following principles: (1) directors who also serve as as executive officers of of of the the Company
are not entitled to to to to receive compensation compensation (2) the the the the compensation compensation for independent independent directors directors directors may be be higher than the the the the other directors directors directors as as all independent independent directors directors directors also serve as as members of the the the the Audit Committee and the the the the Compensation Committee and and thus participate in in in the the the the discussions as as well as as resolutions of of related committee committee meetings in in in accordance with the the the the charter of of each committee committee and and (3) the the the the compensation for overseas independent independent directors directors may be higher than domestic independent independent directors directors as as they require additional time to to to attend quarterly meetings in in in in Taiwan Note 2: Mr Moshe N N Gavrielov was elected as as TSMC’s TSMC’s independent director at TSMC’s TSMC’s Annual Shareholders’ Meeting on June 5 2019 Note 3: Pensions funded according to applicable law Note 4: The above-mentioned figures include include expenses for Company
Company
cars and gasoline reimbursement but do not include include compensation paid to to Company
Company
drivers (totaled NT$2 705 364) Note 5: Total remuneration paid to to the the directors from from TSMC and from from all consolidated entities in in in in 2018 2018 including their employee compensation both accounted for 0 0 0 1997% of 2018 2018 net income 24