Page 42 - TSMC 2019 Annual Report

3 2 4 Director and Committees Members’ Attendance
Each Director is expected to to attend every Board meeting meeting and the the committees meeting meeting on which he he he he or or she serves In 2019 the the average Board Meeting Meeting attendance attendance rate rate was 96% and and the the attendance attendance rate rate for the the Audit Committee Committee and and Compensation Committee’s Meetings were 96% and 90% respectively Board of Directors Meeting Status
TSMC’s Chairman of of the Board of of Directors convened four regular meetings and one special meeting meeting in in in 2019 The directors’ attendance status is as follows Title
Name
Attendance
in Person
By Proxy
Attendance
Rate in Person
(%)
Notes
Chairman Vice Chairman Mark Liu 5 C C C C Wei 5 National Development Fund Executive Yuan 4 Representative: Mei-ling Chen
0 0 1 100% None
100% None
80% None
100% None
80% None
100% None
100% None
100% None
100% New office assumed (Elected to fill the vacancy on June 5)
None
Director Director Independent Independent Independent Independent Independent Director Director Director Director Director F C Tseng
Sir Peter L Bonfield
Stan Shih
Kok-Choo Chen
Michael R Splinter
Moshe N Gavrielov
5 0 4 1 5 0 5 0 5 0 3 0 Acquisition or Disposal of Assets” Financial Derivatives Transactions”
Annotations:
A A (1) Securities and Exchange Act §14-3 resolutions:
Meeting Dates
Resolution Any Independent Director Had a a Dissenting Opinion or Qualified Opinion 2019 1st Regular Meeting February 18
& 19 2019 2nd Regular Meeting May 13
& 14 2019 3rd Regular Meeting August 12
& 13
2019 4th Regular Meeting November 11
& 12
• approving • approving • approving • approving TSMC • approving • approving auditor
• approving amendments to TSMC’s “Procedures for amendments to TSMC’s “Procedures for amendments to TSMC’s internal control related policies and procedures
the promotion of of Mr Wendell Huang as Vice President Chief Financial Officer and Spokesperson of of the appointment of of Ms Lora Ho as transitional Controller
of of TSMC the proposed 2020 service fees and out-of-pocket expenses for Deloitte & Touche TSMC’s independent the appointment of of Ms Mingli Weng as Controller
of of TSMC (2) There were no other other written or or or or otherwise recorded resolutions on on on on which an independent director had a a a a dissenting opinion opinion or or or or qualified opinion opinion in in in in in 2019 B Recusals of of of Directors Directors due to to to conflicts of of of interests in in in 2019: Directors Directors recused themselves from the the the discussion and voting of of of their compensation resolution C C Performance evaluation of of the Board Board of of Directors: TSMC will establish and implement processes to to evaluate Board Board performance in 2020 D Measures taken to strengthen the the the functionality of the the the Board:
- Five of of of of of the the nine current Directors Directors Directors Directors Directors are are Independent Independent Directors Directors Directors Directors Directors The number number of of of of of Independent Independent Directors Directors Directors Directors Directors exceeds 50% of of of of of the the total number number of of of of of Directors Directors Directors Directors Directors TSMC’s Directors Directors Directors Directors Directors are are composed of of of of of diverse backgrounds including professional backgrounds in in in in in in in in different different industries academic and and and legal etc nationalities in in in in in in in in different different countries in in in in in in in in Taiwan Europe and and and the U S world-class business operating experience and and and two Directors are female - The Chairman of of of of the the Board of of of of Directors is not executive officer of of of of the the Company - In 2019 TSMC Board of of of Directors Directors Directors established “Guidelines for for for Nomination of of of Directors” which describes the the procedures
and and and criteria for for for the the nomination qualification and and and evaluation of of of candidates for for for Directors Directors Directors - In 2019 TSMC TSMC Board of of of Directors appointed Ms Sylvia Fang the the Vice President of of of Legal and General Counsel of of of TSMC TSMC as the the Corporate Governance Officer responsible for corporate governance matters Audit Committee Meeting Status
Sir Peter L Bonfield
Chairman of the Audit Committee convened four regular meetings and one special meeting meeting in in in 2019 The Committee Committee members and consultant’s attendance status is shown in in in the the the following table In addition to these meetings the the the Committee Committee members and Financial Expert Consultant
participated in in four telephone conferences to to discuss the Company’s Annual Report to to be be filed with with the Taiwan and and U S authorities and and investor conference materials with with management 40