Page 46 - TSMC 2020 Annual Report

Audit Committee Meeting Status
Sir Peter L Bonfield Chairman of the Audit Committee convened four regular meetings and one special meeting meeting in in in 2020 The Committee members and consultant’s attendance status is shown in in in the the the following table In addition to these meetings the the the Committee members and Financial Expert Consultant participated in in three telephone conferences to discuss the Company’s Annual Report to to be filed with with the Taiwan and and U S authorities and and investor conference materials with with management Title
Name
Attendance in Person
By Proxy
Attendance Rate in Person
(%)
Telephone Conferences
Attendance Rate of Telephone Conferences
(%)
Notes
Chair Sir Peter L Bonfield 5
0 100% 3
100% None
Member Stan Shih
5
0 100% 3
100% None
Member Kok-Choo Chen
5
0 100% 3
100% None
Member Michael R Splinter 5
0 100% 3
100% None
Member 5
0 100% 3
100% Member Moshe N Gavrielov
Yancey Hai
2 0 0 100% 3
100% 100% None
New office assumed (Note)
Financial Expert Consultant J C Lobbezoo
5
100% 2 None
Annotations:
A A A (1) Resolutions related to Securities and Exchange Act §14-5:
Board Meeting Dates
2020 1st Regular Meeting February 10 & 11
2020 2nd Regular Meeting May 11
& 12
2020 3rd Regular Meeting August 10 & 11
2020 4th Regular Meeting November 9 & 10 The members of the Audit Committee unanimously approved all the the resolutions and the the Board of Directors approved all such resolutions recommended by the Audit Committee Resolution ● approving 2020 the first quarter financial statements
● approving 2020 the first quarter business report
● approving 2020 the first quarter earnings distribution
● approving amendments to TSMC’s internal control related policies and procedures
● approving 2020 the second quarter financial statements
● approving 2020 the second quarter business report
● approving 2020 the second quarter earnings distribution
● approving 2020 the third quarter financial statements
● approving 2020 the third quarter business report
● approving 2020 the third quarter earnings distribution
● approving Mr Suner Lin as the new co-signing partner for TSMC starting from 2021
● approving the proposed 2021
service fees and out-of-pocket expenses for TSMC’s independent auditor
Resolution of the the the Audit Audit Committee and the the the Company’s response to the the the Audit Audit Committee’s Opinion
● approving the 2019 annual financial statements
● approving of 2019 business report
● approving of 2019 fourth quarter earnings distribution
● approving amendments to to TSMC’s “Procedures for Lending Funds to to Other Parties” ● approving 2019 Statement of Internal Control System
(2) There There were were no no no other resolutions which was was not approved approved by by the the Audit Committee but was was approved approved by by two thirds or or or or more of of of all directors directors in in in in 2020 2020 B There There were were no no no recusals of of of independent independent directors directors due to to to conflicts of of of interests in in in in in 2020 C Descriptions of of of of the the the the the the the communications between the the the the the the the independent independent independent directors directors the the the the the the the internal auditors auditors and and and the the the the the the the independent independent independent auditors auditors in in in in in in in in fin 2020 2020 (which should include the the the the the the the material items channels and and and results of of of of the the the the the the the audits
on on on on the the the the corporate finance and/or operations etc ):
(1) The The The internal auditors have sent sent the the the the the the the the the the audit audit audit reports reports to to to the the the the the the the the the the members members of of of of of of the the the the the the the the the the Audit Audit Audit Audit Audit Committee Committee Committee periodically and and presented the the the the the the the the the the findings of of of of of of all all audit audit audit reports reports fin in fin in in in in the the the the the the the the the the quarterly meetings of of of of of of the the the the the the the the the the Audit Audit Audit Audit Audit Committee Committee Committee The The The head head of of of of of of Internal Internal Audit Audit Audit Audit Audit Audit will immediately report
report
report
report
to to to to the the the the the the the the the the the members members of of of of of of the the the the the the the the the the the Audit Audit Audit Audit Audit Audit Committee Committee Committee Committee any any material material matters matters During 2020 the the the the the the the the the the the head head of of of of of of Internal Internal Audit Audit Audit Audit Audit Audit did not report
report
report
report
any any such material material matters matters The The The communication channel between the the the the the the Audit Audit Audit Committee Committee and the the the the the the internal auditor
auditor
functioned well (2) The The Company’s Company’s Company’s independent independent independent auditors auditors auditors have have presented the the the the the the the the the findings of their quarterly review or or or or or or audits
on on on on the the the the the the the the the Company’s Company’s Company’s financial results Under applicable laws and and regulations the the the the the the the the the independent independent independent auditors auditors auditors are
also required to to to to to to immediately communicate to to to to to to the the the the the the the the the Audit Audit Committee Committee any any any any any material matters that they have have discovered During 2020 the the the the the the the the the Company’s Company’s Company’s independent independent independent independent auditors auditors auditors auditors did not report
any any any any any irregularity The The communication communication channel between between the the the the the the the Audit Audit Committee Committee and and the the the the the the the independent independent independent auditors auditors auditors functioned well The communications between between the the the the the the independent independent independent directors the the the the the the internal auditors auditors auditors and and the the the the the the independent independent independent auditors auditors auditors are
listed in in in in in the the the the the the table below Audit Committee Meeting Dates
2020 1st Regular Meeting February 10 2020 2nd Regular Meeting May 11
2020 3rd Regular Meeting August 10 2020 4th Regular Meeting November 9 ● reviewing the Internal Auditor’s report
(Closed Door Session)
● reviewing the Internal Auditor’s report
(Closed Door Session)
● reviewing and approving the 2021
internal audit plan (Closed Door Session)
● reviewing any review review problems or difficulties and management’s response in in connection with 2020 second quarter financial statements
(Closed Door Session)
● reviewing regulatory developments
● reviewing any review review problems or difficulties and management’s response in in connection with 2020 third quarter financial statements
(Closed Door Session)
● reviewing regulatory developments
Communications between the the Independent Directors and the Internal Auditors
Communications between the the Independent Independent Directors and the the Independent Independent Auditors
● reviewing report
on SOX 404 self-testing results for the year 2019 (Closed Door Session)
● reviewing the Internal Auditor’s report
(Closed Door Session)
● reviewing and approving 2019 Statement of Internal Control System
(Closed Door Session)
● reviewing any audit problems or difficulties and management’s response in in connection with 2019 annual financial statements
(Closed Door Session)
● reviewing regulatory developments
● reviewing external auditor
relationship (i e e e e e e e e e e e e qualification performance and independence)
● approving the amendments to 2020 internal audit plan (Closed Door Session)
● reviewing the Internal Auditor’s report
(Closed Door Session)
● reviewing and approving amendments to TSMC’s internal control related policies and procedures
(Closed Door Session)
● reviewing any review review problems or difficulties and management’s response in in connection with 2020 first quarter financial statements
(Closed Door Session)
● reviewing regulatory developments
● reviewing the result of CPA evaluation questionnaire
Result: all of the the above matters were reviewed and/or approved by the the Audit Committee whereupon independent directors raised no objection 044
Note: Mr Yancey Hai
was elected as as TSMC’s independent director and became member of the Compensation Committee on on June 9 2020