Page 3 - TSMC 2019 Annual Report

1Letter to Shareholders 3 2Company Profile 9 2 1 An Introduction to TSMC 9 2 2 2 2 Market/Business Summary 9 2 3 Organization 16 2 4 Board Members 19 2 2 5 Management Team 27
3Corporate Governance 35 3 3 1 Overview 35 3 3 2 Board of Directors 35 3 3 3 3 Major Decisions of Shareholders’ Meeting and Board Meetings 42 3 4 Taiwan Corporate Governance Implementation as Required by Taiwan Financial Supervisory Commission 44 3 5 Code of Ethics and Business Conduct 47 3 6 Regulatory Compliance 51 3 3 7
Internal Control System Execution Status 53 3 8 Status of Personnel Responsible for the Company’s
Financial and Business Operation 54 3 9 Information Regarding TSMC’s Independent Auditor 54 3 10 Material Information Management Procedure 55
4Capital and Shares 57 4 1 Capital and Shares 57 4 4 2 Issuance of Corporate Bonds 64 4 3 Preferred Shares 66 4 4 4 4 Issuance of American Depositary Shares 66 4 5 Status of Employee Stock Option Plan 68 4 6 6 Status of Employee Restricted Stock 68 4 7
Status of New Share Issuance in Connection with Mergers and Acquisitions 68 4 8 8 Financing Plans and Implementation 68 5Operational Highlights 71 5 1 1 Business Activities 71 5 2 2 Technology Leadership 72 5 3 Manufacturing Excellence 77 5 4 Customer Trust
80 5 5 5 5 Human Capital 82 5 6 6 Material Contracts 86
6 Financial Highlights and Analysis 89 6 1 Financial Highlights 89 6 2 Financial Status and Operating Results 95 6 3 Risk Management 100
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Corporate Social Responsibility 113 7
1 1 1 Overview 113 7
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2 Environmental Safety and Health (ESH) Management 117 7
3 TSMC Education and Culture Foundation 129 7
4 TSMC Charity Foundation 130 7
5 TSMC i-Charity 131 7
6 Social Responsibility Implementation Status as Required by the Taiwan Financial Supervisory Commission 132
8 SubsidiaryInformationandOtherSpecialNotes 135 8 1 1 Subsidiaries 135 8 2 Status of TSMC Common Shares and ADRs Acquired Disposed of and Held by Subsidiaries 139 8 3 3 Special Notes 139