Page 41 - TSMC 2019 Annual Report

Compensation Committee
Members’ Professional Qualifications and Independence Analysis
According to the the relevant requirements set by Taiwan’s Securities and and Futures Bureau the the professional qualifications and and independence status of the the Company’s Compensation Committee
members are listed in the the table below Name Title
Criteria
Meet the the Following Professional Qualification Requirements Together with at Least Five Years Work Experience
Criteria
(Note 1)
Number of Other Taiwanese Public Companies Concurrently Serving as a a Compensation Committee
Member An Instructor or or Higher Position in a a Department of Commerce Law Finance Accounting or Other Academic Department Related to the Business Needs of the Company in a a Public or or Private Junior College College College College or University
A Judge Public Prosecutor Attorney Certified Public Accountant or Other Professional or Technical Specialists Who Has Passed a a a a National Examination and Been Awarded a a a Certificate in a a Profession Necessary for the the Business of the the Company Have Work Experience
in the Area of Commerce Law Finance or Accounting or Otherwise Necessary for the Business of the Company 1 2 3 4
5
6
7
8
9
10
Michael R Splinter Independent Director
Sir Peter L Bonfield Independent Director
Stan Shih Independent Director
Kok-Choo Chen Independent Director
Moshe N Gavrielov Independent Director
Yancey Hai Independent Member (Note 2)
V V V V V V V V V V V V V V V VVVVVVVVVV 0 V V V V V V V V V V V VVVVVVVVVV 0 V V V V V V V V V V V VVVVVVVVVV 0 V V V V V V V V V V V VVVVVVVVVV 0 V V V V V V V V V V V VVVVVVVVVV 0 V V V V V V V V V V V VVVVVVVVVV 0 39
Note 1: Compensation Committee
Members during during the the the the two years before being elected or or or during during the the the the term of of of office meet any of of of the the the the following situations please tick the the the the appropriate corresponding boxes: 1 Not an an an employee of of the company or any any of of its affiliates 2 Not a a a a a director or or or or supervisor of of the company or or or or any any of of its affiliates 3 Not a a a a a a a a a a natural-person shareholder who holds shares together with those held held by by the the the the person’s spouse minor children or or held held by by the the the the person person person under others’ names in in an aggregate amount of one one percent or or or more of of of of the the total number of of of of issued shares of of of of the the company or or or ranks as one one of of of of its top ten shareholders 4
Not a a a a a a a a a a spouse relative relative within within the the the the the second degree degree of of of of of of of kinship kinship or or lineal relative relative within within the the the the the third degree degree of of of of of of of kinship kinship of of of of of of of any any of of of of of of of the the the the the officer in in in in in in in the the the the the preceding 1 subparagraph or or of of of of of of of any any of of of of of of of the the the the the above
persons in in the preceding subparagraphs 2 and 3 5
Not a a a a a a a a a a a director supervisor or or or or or or or employee of of of of of a a a a a a a a a a a corporate/institutional shareholder that directly holds five percent or or or or or or or more of of of of of the the total number of of of of of issued shares of of of of of the the company ranks as of of of of of its top five shareholders or or has representative director(s) serving on on the the company’s board based on on Article 27 of the the Company Law 6
Not a a a a a a a a a a a a a director supervisor or or or or or employee of of of of a a a a a a a a a a a a a company company company of of of of which the the the majority of of of of board seats or or or or or voting shares is is controlled by a a a a a a a a a a a a a company company company that also controls the the the same of of of of the the the company company company 7
Not a a a a a a a a a a a a director supervisor or or or or or or or or employee of of a a a a a a a a a a a a company company of of which the the the the chairman chairman or or or or or or or or CEO CEO (or (or equivalent) equivalent) themselves or or or or or or or or their spouse also serve as the the the the company’s chairman chairman or or or or or or or or CEO CEO (or (or equivalent) equivalent) 8
Not a a a a a a a a a a a a director supervisor officer or or or or or or or shareholder holding five percent or or or or or or or more of of of the the shares of of of a a a a a a a a a a a a specified company company or or or or or or or institution that has a a a a a a a a a a a a financial or or or or or or or business relationship with the the company company 9
Other than serving as a a a a a a a a a a a compensation
committee member of of of of the the company not a a a a a a a a a a a professional individual who or or or or or an an an owner partner director supervisor or or or or or officer of of of of a a a a a a a a a a a sole proprietorship partnership company company company or or or or institution that provides commercial legal financial accounting services or or or or consultation to to the the the company company company or or or or to to any any any any affiliate of of the the the company company company or or or or a a a a a a a a a a a a a a a a spouse thereof and the the service service service provided is an “audit service” or a a a a a a a “non-audit service service service which total compensation
within the the recent two years exceeds NTD500 000” 10
Not been a a a a person of of any any conditions defined fin in Article 30 of of the Company Law Note 2: The Board appointed
Mr Yancey Hai as a a a a a a a a member of the Compensation Committee
on on February 11 2020 3 3 2 3 3 Corporate Governance Officer In 2019 the the the Board of of of Directors appointed
Ms Sylvia Fang the the the Vice President of of of Legal and General Counsel of of of TSMC as the the the Corporate Governance Officer responsible for corporate governance matters matters including handling of matters matters relating to Board Audit Committee
Compensation Committee
and and Shareholders’ meetings in in in in in in compliance with law assistance in in in in in in onboarding and and continuing education of directors directors directors provision of of of information required for for for performance of of of duties by directors directors directors and assistance in in directors’ compliance of of of law etc For details on on performance of of duties by the Corporate Corporate Governance Governance Officer please refer to “3 Corporate Corporate Governance” on on page 35-55 of of this Annual Report