Page 45 - TSMC 2022 Annual Report

3 2 Board of Directors Board Structure
TSMC’s Board of of Directors consists of of ten distinguished members with a a great breadth of experience as as world-class business leaders or professionals We deeply rely on them for their diverse knowledge personal perspectives and solid business judgment Six of those ten members are Independent Directors: former British Telecommunications Chief Executive Officer Sir Peter L Bonfield former Chairman
of National Performing Arts Center and former Advisor of Executive Yuan R O C Ms Kok-Choo Chen former Chairman
of Applied Materials Inc Mr Michael R Splinter former Chief Executive Officer of Xilinx Inc Mr Moshe N Gavrielov currently Chairman
of Delta Electronics Inc Mr Yancey Hai and former President of MIT Mr L Rafael Reif TSMC’s Board is is comprised of of of a a a a a a a a diverse group of of of professionals from different backgrounds in in industries academia law etc These professionals include citizens from Taiwan Europe and the U S with world-class business operating experience one of of whom is female Independent Directors constitute 60% of the Board Board Responsibilities
Inheriting the the spirit of of TSMC’s Founder Dr Morris Chang’s philosophy on corporate governance under under the the leadership of of Chairman
Dr Dr Mark Liu and and CEO & Vice Chairman
Dr Dr C C C C C C C C C C Wei TSMC’s Board of Directors takes a a a a a a a a a a serious and and forthright approach to to its duties and and is a a a a a dedicated competent and and independent Board The Board’s primary duty is is to supervise the Company’s compliance with relevant laws and regulations financial transparency timely disclosure of of of material information and maintaining of of of the highest integrity TSMC’s Board of of of Directors strives to to perform these responsibilities through its Audit Committee Committee and the the the Compensation Committee Committee the the the hiring of a a a a a a financial expert consultant for the Audit Audit Committee and coordination with our Internal Audit Audit department The second duty of of of of the the the Board of of of of Directors is is is to to to appoint and dismiss officers of of of of the the the Company when necessary to to to evaluate the the the management’s performance and to review the succession plan for for senior executives TSMC’s management management has maintained a a a a a a a a a a a a healthy and and functional communication with the the Board Board of of Directors has been devoted in in executing guidance of of the the Board Board and and is dedicated in in in in running the the business operations all to achieve the the best interests for TSMC shareholders The third duty of of the Board of of Directors is to to resolve critical matters such as capital appropriations investment activities dividends etc 043