Page 43 - TSMC 2019 Annual Report

Chair Member Member Member Member Financial Expert Consultant
Sir Peter L Bonfield
Stan Shih
Kok-Choo Chen
Michael R Splinter
Moshe N Gavrielov
J C Lobbezoo
4 1 80% 5 0 0 0 100% 5 0 0 0 100% 5 0 0 0 100% 3 0 0 0 100% 5 0 0 0 100% 4 100% 4 100% 4 100% 4 100% 2 100% 4 100% None
None
None
None
None
New office assumed (Note) None
Title
Name
Attendance
in Person
By Proxy
Attendance
Rate in Person
(%)
Telephone Conferences
Attendance
Rate of Telephone Conferences
(%)
Notes
Annotations:
A A (1) Resolutions related to Securities and Exchange Act §14-5:
Meeting Dates
Resolution Any Independent Director Had a a Dissenting Opinion Opinion or Qualified Opinion Opinion 2019 1st Regular Meeting February 18
2019 2nd Regular Meeting May 13
2019 1st Special Meeting June 5 2019 3rd Regular Meeting August 12
2019 4th Regular Meeting November 11
2020 1st Regular Meeting February 10 • approving the 2018 annual financial statements
• approving 2018 Statement of Internal Control System
• approving amendments to TSMC’s “Procedures for Acquisition or or Disposal of Assets” • approving amendments to TSMC’s “Procedures for Financial Derivatives Transactions”
• reviewing the first quarter financial statements
• approving amendments to TSMC’s internal control related policies and procedures
• reviewing the first quarter business report and earnings distribution proposal
• approving appointment of Mr Wendell Huang as CFO
• approving appointment of Ms Lora Ho as transitional Controller
• reviewing the second quarter financial statements
• reviewing the second quarter business report and earnings distribution proposal
• approving appointment of Ms Mingli Weng as Controller
• reviewing the third quarter financial statements
• reviewing the third quarter business report and earnings distribution proposal
• approving the proposed 2020 service fees and out-of-pocket expenses for TSMC’s independent auditor
(2) There was was was no no other resolutions which was was was not approved approved by by the the Audit Committee but was was was approved approved by by two thirds or or or more of all directors in 2019 B There were no recusals of of independent directors due to to conflicts of of interests in in in 2019 C Descriptions of of the the the the the the communications between the the the the the the independent independent directors the the the the the the internal auditors auditors and and the the the the the the independent independent auditors auditors in in in in in 2019 (which should include the the the the the the material items channels and and results of of the the the the the the audits
on on the corporate finance and/or operations etc ):
(1) The internal auditors have sent sent the the the the the the audit audit audit reports reports to to the the the the the the members of of of the the the the the the Audit Committee periodically and presented the the the the the the findings of of of all all audit audit audit reports reports in fin in in in the the the the the the quarterly meetings of of of the the the the the the Audit Audit Audit Audit Committee Committee The head head of of of Internal Internal Audit Audit Audit Audit will immediately report to the the the members of of of the the the Audit Audit Audit Audit Committee Committee any material matters During 2019 the the the head head of of of Internal Internal Audit Audit Audit Audit did not report any such material matters The communication channel between the the Audit Committee and the the internal auditor
functioned well (2) The Company’s Company’s independent auditors have presented the the the findings of their quarterly review or or audits
on on the the the Company’s Company’s financial results Under applicable laws and regulations the the the the independent auditors are also required to to to immediately communicate to to to the the the the Audit Committee any any material matters that they have discovered During 2019 the the the the Company’s independent independent auditors auditors did not report any irregularity The communication channel between the the Audit Committee and the the independent independent auditors auditors functioned well The communications between the the the the independent independent directors the the the the internal auditors auditors and the the the the independent independent auditors auditors are listed in in in in the the the the table below Meeting Dates
Communications between the Independent Directors and the Internal Auditors
Communications between the the Independent Independent Directors and the the Independent Independent Auditors
2019 1st Regular Meeting February 18
2019 2nd Regular Meeting May 13
2019 3rd Regular Meeting August 12
2019 4th Regular Meeting November 11
2020 1st Regular Meeting February 10 • reviewing any audit problems or difficulties and management’s response in in connection with 2018 annual financial statements
(closed door)
• reviewing regulatory developments
• reviewing external auditor
relationship (i e e e e e e e e e e e e qualification performance and independence)
• reviewing any review review problems or difficulties and management’s response in in connection with 2019 first quarter financial statements
(closed door)
• reviewing regulatory developments
• reviewing the result of CPA evaluation questionnaire
• reviewing any review review problems or difficulties and management’s response in in connection with 2019 second quarter financial statements
(closed door)
• reviewing regulatory developments
• reviewing any review review problems or difficulties and management’s response in in connection with 2019 third quarter financial statements
(closed door)
• reviewing regulatory developments
• reviewing any audit problems or difficulties and management’s response in in connection with 2019 annual financial statements
(closed door)
• reviewing regulatory developments
• reviewing external auditor
relationship (i e e e e e e e e e e e e qualification performance and independence)
• reviewing the Internal Auditor’s report (closed door)
• reviewing and approving amendments to TSMC’s internal control related policies and procedures
• reviewing the Internal Auditor’s report (closed door)
• reviewing 2019 Supplier Survey Result
• reviewing the Internal Auditor’s report (closed door)
• reviewing and approving the 2020 internal audit plan
• reviewing the Internal Auditor’s report (closed door)
• reviewing report on SOX 404 self-testing results for the year 2019 • reviewing and approving 2019 Statement of Internal Control System
• reviewing the Internal Auditor’s report (closed door)
• reviewing report on SOX 404 self-testing results for the year 2018 • reviewing and approving 2018 Statement of Internal Control System
41
• approving the 2019 annual financial statements
• reviewing of 2019 2019 business report and 2019 2019 fourth quarter earnings distribution proposal
• approving amendments to to TSMC’s “Procedures for Lending Funds to to Other Parties”
• approving the proposed additional 2020 service fees to Deloitte & Touche for TSMC’s subsidiaries VisEra Tech • reviewing Company’s ability to to prepare financial statements
independently as required by regulatory authority • approving 2019 Statement of Internal Control System
Result: all of above matters were reviewed and/or approved by the Audit Committee whereupon independent directors raised no objection Note: Mr Moshe N N Gavrielov
was elected to to fill the the vacancy as as TSMC’s independent director and became member of the the Compensation Committee on on June 5 2019