Page 44 - TSMC 2019 Annual Report

Compensation Committee Meeting Status
Mr Michael R Splinter Chairman of the Compensation Committee Committee convened four regular meetings in in in 2019 The Committee Committee members’ attendance status is as follows:
Title
Name
Attendance in Person
By Proxy
Attendance Rate in Person
(%)
Notes
Chair Member
Member
Member
Member
Member
Michael R Splinter Sir Peter L Bonfield
Stan Shih
Kok-Choo Chen
Moshe N Gavrielov
Yancey Hai
4 0 3 1 4 0 4 0 3 1 - - - - 100% None
75% None
100% None
100% None
75% None
- New office assumed (Note)
42
Annotations:
A A In 2019 the Compensation Committee conducted four regular meetings in in February May August as as as well as as as November The discussion items are as as as follows:
- Report the matters related to employee compensation
- Total amount of o quarterly employee profit sharing bonus - Total amount of o annual employee profit sharing - The amount of o of quarterly profit sharing bonus for executive officers CEO and Chairman - The annual annual compensation
of of of Directors and and executive officers and and the the disclosure of of of the the same in annual annual report All of above matters were reviewed and/or approved by the Compensation Committee B B There was was was no no recommendation of of the the Compensation Committee which was was was not adopted or or was was was modified by the the Board of of Directors in 2019 C C C There were no written or or or otherwise recorded resolutions on on on on on which a a a a a member of the the Compensation Committee had a a a a a dissenting opinion opinion or or or qualified opinion opinion Note: 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 3 3 Major Decisions of Shareholders’ Meeting Meeting and Board Meetings
3 3 3 3 1 Major Resolutions of Shareholders’ Meeting and Implementation Status
TSMC held 2019 2019 Annual Shareholders’ Meeting in in in in in Hsinchu Taiwan on on June 5 2019 2019 At the meeting shareholders present in in in in in person or by proxy approved the following resolutions:
(1) The 2018 Business Report and and Financial Statements Consolidated revenue totaled NT$1 031 47 billion and and net income was NT$351 13 13 billion with diluted earnings per share of NT$13 54 (2) The distribution of a a a NT$8 cash dividend per common share (3) The revisions to the Articles of Incorporation (4) The revisions to the following TSMC policies:
Procedures for Acquisition or or Disposal of Assets • Procedures for Financial Derivatives Transactions and (5) Election of a a a new Independent Director to to fill the vacancy • Implementation Status
All the the the resolutions resolutions of the the the Shareholders’ Meeting have been fully implemented in in accordance with the the the resolutions resolutions Mr Moshe N Gavrielov
was elected as as the Independent Director His tenure is is from June June 5 2019 to to June June 4 2021