Page 40 - TSMC 2019 Annual Report

3 2 1 Audit Committee
The Audit Committee
assists the Board in in fulfilling its oversight of the the quality and integrity of the the accounting auditing reporting and financial control practices of the Company The Audit Committee
is responsible to review the following major matters:
• Financial reports • Auditing and and accounting policies and and procedures • Internal control systems and and including related policies and and procedures • Material asset or derivatives transactions • Material lending funds endorsements or or guarantees • Offering or issuance of any equity-type securities • Derivatives and cash investments • Legal compliance • Related-party transactions and potential conflicts of interests
involving executive officers and directors • Ombudsman reports • Fraud prevention and investigation reports • Corporate IT security • Corporate risk management • Performance independence qualification of independent
auditor • Hiring or or dismissal of an attesting CPA or or the compensation
given thereto • Appointment or or discharge of financial accounting or or internal
auditing officers • Assessment of of Committee
Charter and fulfillment of of Audit Committee
duties and • Assessment of the Committee’s performance etc Under R O C C law the membership of Audit Committee
shall consist of all independent
directors TSMC’s Audit Committee
satisfies this statutory requirement The Committee
also engaged a a a a a a financial expert consultant fin in accordance with the the rules of the the U S S Securities and Exchange Commission The Audit Committee
annually conducts self-evaluation to assess the Committee’s performance and identify areas for for further attention TSMC’s Audit Committee
is empowered by its Charter to conduct any study or investigation it it deems appropriate to fulfill its responsibilities It has direct access to to TSMC’s internal
auditors the the Company’s independent
auditors and all employees of the the Company The Committee
is authorized to retain and oversee special legal accounting or other consultants as it deems appropriate to fulfill its mandate The Audit Committee
Charter is available on TSMC’s corporate website 3 2 2 2 2 Compensation Committee
The Compensation Committee
assists the Board in in discharging its fits responsibilities related to TSMC’s compensation
and benefits policies plans and and and programs and and and in the evaluation and and and compensation
of of TSMC’s directors of of the Board and executives The members of the Compensation Committee
are appointed
by by the Board as required by by R O C C law According to TSMC’s Compensation Committee
Committee
Charter the Committee
Committee
shall consist of of no fewer than three independent
directors of of the Board The Compensation Committee
is is comprised of all independent
directors and the Board appointed
Mr Yancey Hai as a a a a a a a member of the Compensation Committee
on on February 11 2020 The Chairman of the the Board and the the Chief Executive Officer are invited by the Committee
to attend all meetings and are excused from the the Committee’s discussion of their own compensation
TSMC’s Compensation Committee
is authorized by its Charter to to retain an an independent
consultant to to assist in in in the evaluation of of CEO or executive officer compensation
The Compensation Committee
Charter is available on TSMC’s corporate website 38