Page 28 - TSMC 2020 Annual Report

2 2 4 2 2 Remuneration Paid to to to Directors Directors and Independent Directors Directors (Note 1)
Unit: NT$
Chairman 13 13 263 263 733 733 13 13 263 263 733 733 Mark Liu
188 188 946 946 188 188 946 946 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 188 188 946 946 188 188 946 946 408 158 960 - 10 560 000 10 560 000 15 558 488 13 200 000 13 200 000 15 558 488 15 558 488 7 7 397 802
509 752 226
408 158 960 - 10 560 000 10 560 000 15 558 488 13 200 000 13 200 000 15 558 488 15 558 488 7 7 397 802
509 752 226
1 1 339 339 256 256 1 1 339 339 256 256 - - - - 1 1 309 309 298 298 1 1 309 309 298 298 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2 2 648 648 554 554 2 2 648 648 554 554 0 0 0 0 0817% 0817% 0 0 0 0 0817% 0817% - - - - 0 0 0 0 0 0 0023% 0023% 0 0 0 0 0 0 0023% 0023% 0 0 0 0 0 0 0 0 0020% 0020% 0 0 0 0 0 0 0 0 0020% 0020% 0 0 0 0 0 0 0 0 0030% 0030% 0 0 0 0 0 0 0 0 0030% 0030% 0 0 0 0 0 0 0025% 0025% 0 0 0 0 0 0 0025% 0025% 0 0 0 0 0 0 0025% 0025% 0 0 0 0 0 0 0025% 0025% 0 0 0 0 0 0 0 0 0030% 0030% 0 0 0 0 0 0 0 0 0030% 0030% 0 0 0 0 0 0 0 0 0030% 0030% 0 0 0 0 0 0 0 0 0030% 0030% 0 0 0 0 0 0 0014% 0014% 0 0 0 0 0 0 0014% 0014% 0 0 0 0 1015% 1015% 0 0 0 0 1015% 1015% Title/Name
Director’s Remuneration (A+B+C+D) as a a % of Net Income
Base Compensation (A)
Severance Pay and Pensions (B) (Note 4)
Compensation to to Directors (C)
Allowances (D) (Note 5)
From TSMC From All Consolidated Entities
From TSMC From All Consolidated Entities
From TSMC From All Consolidated Entities
From TSMC From All Consolidated Entities
From TSMC From All Consolidated Entities
Vice Chairman C C C C Wei
Director F C Tseng
Director National Development Fund Executive Yuan
Representative: Ming-Hsin Kung (Note 2)
Independent Director Sir Peter L Bonfield
Independent Director Stan Shih
Independent Director Kok-Choo Chen
Independent Director Michael R Splinter
Independent Director Moshe N Gavrielov
Independent Director Yancey Hai
(Note 3)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total 13 13 263 263 733 733 13 13 263 263 733 733 *Other than disclosure in in in in in fin the the the above table Directors remunerations earned by providing providing services services (e g g g g providing providing consulting services services as a a a a a a a a a a a a non-employee) to to TSMC and all consolidated entities in in in in in fin the the the 2020 financial statements: Advisor Fee to Dr F F C Tseng
NT$14 976 345 026
Note 1:
Note 2: Note 3: Note 4: Note 5: Note 6:
Directors Directors and and and and Independent Directors’ remuneration policies procedures standards and and and and structure as as well as as the linkage to to to responsibilities risks and and and and time spent:
● According to to to to to TSMC’s Articles of of of Incorporation the the the the the Board of of of Directors Directors is authorized to to to to to determine the the the the the salary for the the the the the Chairman Chairman Vice Chairman Chairman and and Directors Directors taking into account the the the the the extent and and value of of of the the the the the services provided for the the the the the management of of the the the the the Corporation and and and the the the the the standards of of the the the the the industry within the the the the the R O C C and and and overseas ● The Articles of of o of of Incorporation also also provide that the compensation to to to to directors directors shall be no no more than 0 3% of of o of of annual profits and directors directors who also also serve as executive officers of of o of of TSMC are not entitled to to to to receive compensation compensation to to to to to directors directors According to to to to to TSMC’s TSMC’s Compensation Committee Charter the distribution of of compensation compensation to to to to to directors directors shall be made in in accordance with TSMC’s TSMC’s “Rules for Distribution of of Compensation to to to to Directors” based on on on on the the the following principles: (1) directors who also serve as as executive officers of of the the the Company
are not entitled to to to to receive compensation compensation (2) the the the compensation compensation for independent directors directors directors may be be higher than the the the the the other directors directors directors as as as all independent directors directors directors also serve as as as members of the the the the the Audit Committee Committee and and the the the the the Compensation Committee Committee and and thus participate in in the the the the the discussions as as as well as as resolutions of of related committee committee meetings in in in in accordance with the the charter of of each committee committee and (3) the the compensation for overseas independent independent directors may be higher than domestic independent independent directors as they require additional time to to attend quarterly meetings in in Taiwan Mr Ming-Hsin Kung was appointed as as the representative of National Development Fund on on July 24 2020 Mr Yancey Hai
was elected as as TSMC’s TSMC’s independent director at TSMC’s TSMC’s Annual Shareholders’ Meeting on June 9 2020 Pensions funded according to applicable law The above-mentioned figures include include expenses for Company
Company
cars and related reimbursements but do not include include compensation paid to to Company
Company
drivers (totaled NT$3 810 232) Total remuneration paid to to the the directors from from TSMC and from from all consolidated entities in2019 including their employee compensation both accounted for 0 0 0 0 1940% of 2019 2019 net income