Page 44 - TSMC 2020 Annual Report

Compensation Committee Members’ Professional Qualifications and Independence Analysis
According to the the relevant requirements set by Taiwan’s Securities and and Futures Bureau the the professional qualifications and and independence status of the the Company’s Compensation Committee members are listed in in the the table below Name Title
Criteria
Meet the the Following Professional Qualification Requirements Together with at at Least Five Years Work Experience
Criteria
(Note)
Number of Other Taiwanese Public Companies Concurrently Serving as a a a Compensation Committee Member An Instructor or or Higher Position in a a a Department of Commerce Law Finance Accounting or Other Academic Department Related to the the Business Needs of the the Company in a a a Public or or Private Junior College College College College or or or University
A A Judge Public Prosecutor Attorney Certified Public Accountant or Other Professional or Technical Specialists Who Has Passed a a a a a a a a a National Examination and Been Awarded a a a a a a a Certificate in a a a Profession Necessary for the the Business of of the the Company Have Work Experience
in the Area of Commerce Law Finance or or Accounting or or Otherwise Necessary for the the the Business of the the Company 1 2 3 4 5 6
7 8
9 10 Michael R Splinter
Independent Director Sir Peter L Bonfield
Independent Director Stan Shih
Independent Director Kok-Choo Chen
Independent Director Moshe N Gavrielov
Independent Director Yancey Hai
Independent Director ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇˇˇˇˇˇˇˇˇˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇˇˇˇˇˇˇˇˇˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇˇˇˇˇˇˇˇˇˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇˇˇˇˇˇˇˇˇˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇˇˇˇˇˇˇˇˇˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇˇˇˇˇˇˇˇˇˇ
0 0 0 0 0 0 042
Note: Compensation Committee Members during during the the the the the two years before being elected or or or or during during the the the the the term of of of of of office meet any any any of of of of of the the the the the following situations please tick the the the the the appropriate corresponding boxes: 1 Not Not Not an an an an an employee of of of of the the the company company or or or or or any any any any of of of of its its affiliates 2 Not Not Not a a a a a a a a a a a a a a a director or or or or or supervisor of of of of the the the company company or or or or or any any any any of of of of its its affiliates affiliates 3 Not Not a a a a a a a a a a a a a a a a a a a a a natural-person shareholder shareholder who holds shares shares together with those held held by by the the the the the the the person’s spouse minor children or or or or or or or or or held held by by the the the the the the the person person person under others’ names in in an an an an an aggregate amount of of of of of of of one
one
percent or or or or or more of of of of of of of the the the the the the total number of of of of of of of issued shares shares of of of of of of of the the the the the the company or or or or or ranks as one
of of of of of of of its top ten shareholders 4 Not a a a a a a a a a a a a a a a a a a a a spouse relative relative within within the the the the the the the the second degree degree of of of of of of of of of of of kinship kinship or or or or or lineal relative relative within within the the the the the the the the third degree degree of of of of of of of of of of of kinship kinship of of of of of of of of of of of any any any of of of of of of of of of of of the the the the the the the the officer in in in in in in in in in the the the the the the the the preceding preceding 1 subparagraph subparagraph or or or or or of of of of of of of of of of of any any any of of of of of of of of of of of the the the the the the the the above persons in in in in in in in in in the the preceding subparagraphs 2 and 3 5 Not a a a a a a a a a a a a a a a a a a a a a a a director director supervisor or or or or or or or or or employee of of of of of of a a a a a a a a a a a a a a a a a a a a a a a corporate/institutional shareholder shareholder that directly holds five five percent or or or or or or or or or more of of of of of of the the the the the total number of of of of of of issued shares of of of of of of the the the the the company company ranks as as as of of of of of of its top five five shareholders or or or or or or or or or or or or or or has representative director(s) serving on on on on the the the company’s board board based on on on on Article 27 of of of of of of the the the Company Law 6
Not Not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a director director director supervisor supervisor or or or or or or or or or or or or or or or employee employee of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a company company company company company company of of of of of of of which which the the the the the the the the the majority of of of of of of of board board seats or or or or or or or or or or or or or or or voting shares is
is
is
controlled by a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a company company company company company company that also also controls the the the the the the the the the same of of of of of of of the the the the the the the the the company company company company company company 7 Not Not Not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a director director director supervisor supervisor supervisor or or or or or or or or or or or or or or or or or or or or employee employee of of of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a company company company company company company company of of of of of of of of of which which the the the the the the the the the chairman chairman or or or or or or or or or or or or or or or or or or or or CEO CEO (or (or equivalent) equivalent) themselves or or or or or or or or or or or or or or or or or or or or their spouse also also serve as as the the the the the the the the the company’s chairman chairman or or or or or or or or or or or or or or or or or or or or CEO CEO (or (or equivalent) equivalent) 8
Not Not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a director director director supervisor supervisor supervisor officer officer or or or or or or or or or or or or or or or or or or or or shareholder holding five percent or or or or or or or or or or or or or or or or or or or or more of of of of of of of of of the the the the the the the the shares of of of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a specified company company company company company or or or or or or or or or or or or or or or or or or or or institution that has a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a financial or or or or or or or or or or or or or or or or or or or or business relationship with the the the the the the the the company company company company company 9 Other than serving as as a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a compensation committee member of of of of of of of of of the the the the the the the the company company company company company company not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a professional individual who or or or or or or or or or or or or or or or or an an an an an an an an an an an an owner partner partner director director supervisor supervisor or or or or or or or or or or or or or or or or officer officer of of of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a sole proprietorship partnership company company company company or or or or or or or or or or institution that provides commercial legal financial accounting services or or or or or or or or or or consultation to to to to to the the the the the the the company company company company or or or or or or or or or or to to to to to any any any any any affiliate of of of of of of the the the the the the the company company company company or or or or or or or or or or a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a spouse thereof and the the the the the the the service service service service provided
is
an an an an an an “audit service” or or or or a a a a a a a a a a a a a a a a a a a a “non-audit service service service which total compensation within the the the recent two years exceeds NTD500 000” 10 Not been a a a a a a a a a a person of of any any conditions defined in fin in Article 30 of of the the Company Law 3 3 2 3 3 Corporate Governance Officer The Board of of of Directors appointed Ms Sylvia Fang the the Vice President of of of Legal and General Counsel of of of TSMC as the the Corporate Governance Officer 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 compliance with law assistance 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 assistance in in in in directors’ compliance of law etc For details on on performance of duties by the Corporate Corporate Governance Governance Officer please refer to “3 Corporate Corporate Governance” on on page 36-59 of this Annual Report