Page 45 - TSMC 2020 Annual Report

3 2 4 Director and Committees Members’ Attendance
Each Director is
expected to to attend every Board meeting meeting and the committees meeting meeting on which he he he or or she serves In 2020 the the the average Board Meeting attendance attendance rate rate was 97 5% and and the the the attendance attendance rate rate for the the the Audit Committee and and Compensation Committee’s Meetings were both 100% Board of Directors Meeting Status
TSMC’s Chairman of of the Board of of Directors convened four regular meetings in in 2020 The directors’ attendance status is
as follows Title
Name Attendance
in Person
By Proxy
Attendance
Rate in Person
(%)
Notes
Chairman Mark Liu
4 0 100% None
Vice Chairman C C C C Wei
4 0 100% None
Director National Development Fund Executive Yuan Representative: Ming-Hsin Kung
3 1 75%
Mr Ming-Hsin Kung
was appointed as the representative of National Development Fund on July 24 2020 Director F C Tseng
4 0 100% None
Independent Director Sir Peter L Bonfield
4 0 100% None
Independent Director Stan Shih
4 0 100% None
Independent Director Kok-Choo Chen
4 0 100% None
Independent Director Michael R Splinter
4 0 100% None
Independent Director Moshe N Gavrielov
4 0 100% None
Independent Director Yancey Hai
2 0 100% New office assumed (additionally elected on June 9 2020)
Annotations:
A A A A (1) Matters listed in in the the the Securities Securities and and Exchange Exchange Act Act §14-3: The Securities Securities and and Exchange Exchange Act Act §14-3 §14-3 is
is
is
not be be applicable because the the the Company has established the the the Audit Committee For relevant information please refer to the “Audit Committee Meeting Status” in in this Annual Report (2) There were no other other written or or or or otherwise recorded resolutions on on on on which an independent director had a a a a dissenting opinion opinion or or or or qualified opinion opinion in in in in in 2020 B Recusals of of of Directors Directors due to to to conflicts of of of interests in in in 2020: Directors Directors recused themselves from the the the discussion and voting of of of their compensation resolution C Measures taken to strengthen the the the functionality of the the the Board:
- Mr Yancey Hai
was elected as as as an an additional independent director at TSMC’s 2020 Annual Shareholders’ Meeting The makeup of Independent Directors on on the Board increased from 50% to to to 60% - TSMC’s Directors are composed of of diverse backgrounds backgrounds including professional backgrounds backgrounds in in in in in in different different industries academic and and legal etc nationalities in in in in in in different different countries in in in in in in Taiwan Europe and and the U S S world-class business operating experience and one
Director is
female - The Chairman of of of of the the Board of of of of Directors is
not executive officer of of of of the the Company - TSMC established “Guidelines for for for Nomination of of Directors” which describes the the procedures and and and criteria for for for the the nomination qualification and and and evaluation of of candidates for for for Directors Directors - TSMC TSMC Board of of of Directors appointed Ms Sylvia Fang the the Vice President of of of Legal and General Counsel of of of TSMC TSMC as the the Corporate Governance Officer responsible for corporate governance matters 043