Page 47 - TSMC 2020 Annual Report

Compensation Committee Meeting Status
Mr Michael R Splinter Chairman of the Compensation Committee Committee convened four regular meetings in in in 2020 The Committee Committee members’ attendance status is as follows:
Title
Name
Attendance in Person
By Proxy
Attendance Rate in Person
(%)
Notes
Chair Member Member Member Member Member Michael R Splinter Sir Peter L Bonfield Stan Shih
Kok-Choo Chen
Moshe N Gavrielov
Yancey Hai
4 0 4 0 4 0 4 0 4 0 100% None
100% None
100% None
100% None
100% None
045
The Company completed self-assessments of of Board Board performance in 2020 and reported the the results to to the the Board Board of of Directors at its
first quarter meeting in in 2021
for for for review and improvement The weighted average score for for for the the overall performance of the the board of of of directors is 4 4 85 out of of of 5
5
that included an average score of of of 4 4 8 8 on a a a a a a a a a a particular assessment item “The board has sufficient discussions over the the company’s involvement in in the the implementation of CSR/ESG programs” The weighted average score for the the the performance of of the the the individual directors is 4 91 out of of 5
As demonstrated the the the overall board’s operation has been effective Members of the the Audit Committee’s self-assessment results also 100% satisfied with the the evaluation criteria 3
3
3
3
Major Decisions of Shareholders’ Meeting Meeting and Board Meetings
3
3
3
3
1 Major Resolutions of Shareholders’ Meeting and Implementation Status
TSMC held 2020 2020 Annual Shareholders’ Meeting in in in in in Hsinchu Taiwan on June 9 2020 2020 At the meeting shareholders present in in in in in person or by proxy approved the following resolutions:
(1) The 2019 Business Report and and Financial Statements Consolidated revenue totaled NT$1 069 99 billion and and net income was The Company conducts the board performance evaluation once
a a year The Board of Directors are
assessed on the following five aspects: 1 Involvement in the Company’s operation 2 Enhancement of of the the quality of of the the board’s decision-making
3
Makeup and structure of the board 4 Election of board members and continuing knowledge development 5
Internal controls
The individual directors are
assessed on the following six aspects: 1 Understanding of the Company’s goals and and mission
2 Awareness of director’s duties
3
Involvement in the Company’s operations 4 Internal relationship and communication 5
Director’s professionalism and continuing knowledge development 6 Internal controls
The Audit Committee is assessed on the following five aspects: 1 Involvement in the Company’s operation 2 Awareness of the audit committee’s duties
3
Enhancement of of the the quality of of the the audit committee’s decision-making
4 Makeup of of the audit committee and election of of its
members 5
Internal controls
3
0 0 0 100% New office assumed (Note)
Annotations:
A A In 2020 the Compensation Committee conducted four regular meetings in in February 10 10 May 11
August 10 10 as as as well as as as November 9 The discussion items are
as as as follows:
● Report the matters related to employee compensation
● Total amount of quarterly business performance bonus
● Total amount of o annual profit sharing
● The amount of of quarterly business performance bonus
for for executive officers CEO and Chairman ● The annual annual compensation
of of of Directors and and executive officers and and the the disclosure of of of the the same in annual annual report
● Corporate officer shareholding guideline
● Compensation structure adjustment proposal of TSMC Taiwan All of above matters were reviewed and/or approved by the Compensation Committee B B There was was was no no recommendation of of the the Compensation Committee which was was was not adopted or or was was was modified by the the Board of of Directors in 2020 C C C There were no written or or or otherwise recorded resolutions on on on on on which a a a a a member of the the Compensation Committee had a a a a a dissenting opinion opinion or or or qualified opinion opinion Note: The Board appointed Mr Yancey Hai
as a a a a a a a a member of the Compensation Committee on on February 11
2020 Board of Directors’ Performance Evaluation Implementation Status
Evaluation Cycles
Evaluation Period
Evaluation Scope
Evaluation Method
Evaluation Aspects
From January 1 2020 to December 31 2020 The scope includes the Board of Directors as a a a whole the individual directors and the Audit Committee Methods include internal assessment of the Board and self-assessments by each board member NT$345 26 billion with diluted earnings per share of NT$13 32