Page 47 - TSMC 2019 Annual Report

Assessment Item
Yes
No
Implementation Status
Non- implementation and Its Reason(s)
Explanation
In 2019 the the Board of of Directors appointed the the Vice President of of Legal and General Counsel of TSMC TSMC as the Corporate Corporate Governance Officer TSMC’s Corporate Corporate & Compliance Legal Division which directly reports to the General Counsel is is in charge of of assisting in in in in in in related affairs including handling of of matters relating to Board Audit Committee Committee Compensation Committee Committee and Shareholders’ meetings in in in in in compliance with law assistance in in in in in onboarding and continuing education of directors directors provision of of information required for for for performance of of duties by directors directors and assistance in directors' compliance of law etc Depending on on on on the the situation the the Company’s Investor Relations Division Public Relations Department Department SEC Compliance Department Department Human Resources Organization Customer Service Department Department and Procurement Department Department will communicate with stakeholders We also have publicly disclosed the contact information of our corporate spokesperson and relevant departments Also we have a a a a a a a stakeholder section on on our our corporate corporate website to address our our corporate corporate social responsibilities and any other issues For details please refer to “7 Corporate Social Responsibility” on on page 113-133 of this Annual Report and “Materiality Analysis and Stakeholder Communication” of TSMC’s CSR Report 4 5 6 7 Does the Company appoint competent and appropriate corporate V governance governance personnel and corporate governance governance officer to be in charge of corporate governance affairs (including but not limited to furnishing
information required for for business execution by directors directors assisting directors’ compliance of law handling matters related to board meetings and and shareholders’ meetings according to law and recording minutes of board meetings meetings and shareholders’ meetings)?
Has the Company established a a a a a a a means of communicating with its Stakeholders V (including but not limited to to shareholders employees customers suppliers etc )
or created a a a a Stakeholders Section on on its Company website?
Does the Company respond to stakeholders’ questions on on on corporate responsibilities?
Has the Company appointed a a a a a a a professional registrar for its Shareholders’ V Meetings?
Information Disclosure
(1) Has the Company established a a a a a corporate website to disclose V information regarding its financials business and corporate governance status?
(2) Does the the Company use other information disclosure channels V (e g g g g g g g maintaining an an English-language website designating staff
to handle information collection and and disclosure appointing spokespersons webcasting investors conference etc )?
(3) Does the the Company announce and report the the annual financial V statements within two months after the the end of the the fiscal year and and and announce and and and report the first second and and and third quarter financial statements as as well as as the operating status of each month before the prescribed deadline?
Has the the Company disclosed other information to facilitate a a a a a a better V understanding of its corporate governance practices (e g g g g including but not limited to to employee employee rights employee employee wellness investor relations supplier relations rights of stakeholders directors’ training records the implementation of risk risk management policies and risk risk evaluation measures the implementation of customer relations policies and purchasing insurance for directors)?
The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange
None
None
We have appointed China Trust as registrar for our Shareholders’ Meetings None
None
(1) TSMC discloses its its financials business and corporate governance status on its its website at https://www tsmc com (in Chinese and English) TSMC’s American Depositary Receipt (ADR) is is listed on the New York Stock Exchange
(NYSE) As a a a foreign issuer TSMC must comply with NYSE’s rules We have been operating in in in accordance with NYSE listing standards and and have been disclosing the major differences between our corporate corporate governance practices and U S corporate corporate governance practices Please see https://www tsmc com/download/ir/NYSE_ Section_303A pdf (2) TSMC has designated appropriate departments (e g g the Investor Relations Division Public Relations Department Department the SEC Compliance Department Department etc )
to handle the the collection and and disclosure of information as required by the the relevant laws and and regulations of Taiwan and and other jurisdictions TSMC has designated spokespersons as as required by relevant regulations TSMC webcasts live investor conferences (3) TSMC follows relevant laws and and regulations to announce and and report the annual financial statements within two months after the the end of the the fiscal year and announce and and report the first second and and third quarter financial statements as as well as as the the operating status of each month before the the prescribed deadline Please see https://emops twse com tw/server-java/t58query (1) For employee employee rights and employee employee wellness please refer to “5 5 5 Human Capital” on page 82-86 of this Annual Report (2) For investor relations relations supplier relations relations and rights of stakeholders please refer to “7 Corporate Social Responsibility” on on page 113-133 of this Annual Report (3) For Directors’ training records please refer to to “Continuing Education/Training of Directors in 2019” on page 46 of this Annual Report (4) For Risk Risk Risk Management Policies and Risk Risk Risk Evaluation please refer to “6 3 Risk Risk Risk Management” on page 100-111 of this Annual Report (5) For Customer Customer Relations Policies please refer to to to “5 4 Customer Customer Trust” on on page 80-82 of this Annual Report (6) TSMC maintains D&O Insurance for its directors and officers 8 None
9 TSMC was ranked in in in in in top 5% in in in in in Corporate Governance Evaluation in in in in in 2018 and 2019 The implementation status regarding below three non-scoring items:
(1) Appointment of of of of Corporate Corporate Governance Governance Officer: The Board of of of of Directors appointed the the Vice President of of of of Legal and General Counsel of of of of TSMC as the the Corporate Corporate Governance Governance Officer Officer in in in May 2019 responsible for corporate governance matters matters including handling of matters matters relating to Board Audit Committee Committee Compensation Committee Committee and and Shareholders’ meetings in in in in in in in compliance with law assistance assistance in in in in in in in onboarding and and continuing education of of of directors directors provision of of of information required for for for performance of of of duties by directors directors and and assistance assistance in in in in in in in directors’ compliance of law etc (2) Performance evaluation of of the Board Board of of Directors: TSMC will establish and implement processes to to evaluate Board Board performance in 2020 (3) D&O D&O Insurance Insurance and and Report to to to the the Board: TSMC maintains D&O D&O Insurance Insurance for its directors and and reported to to to the the Board Board in in in February 2019 45