Page 46 - TSMC 2022 Annual Report

The fourth duty of of the the Board of of Directors is is to to to provide guidance to to to the the Company’s management management team and risk management management In each quarter TSMC’s management reports to the Board on various subjects (including ESG programs) and and strategies and and spends substantial time and and effort to communicate with the the Board Board The Board Board would comment on the the risk and and probabilities for for success of the proposed corporate strategies strategies The Board also periodically oversees those strategies’ implementation and and outcomes and and may suggest the the management team to to make adjustments to to the the strategic goals and objectives if necessary Nomination and Election of Directors TSMC envisions the the membership of of of of its esteemed Board of of of of Directors to to be be composed of of of of highly ethical professionals with the the necessary knowledge experience as as as world-class business leaders and and understanding from diverse backgrounds TSMC has establishes the the the “Guidelines for for Nomination of Directors” that set out the the the procedures and criteria for for the the the nomination qualification and and and evaluation of of Director Director candidates to to to be nominated by the Board of of Directors and and and provide that “Nominating Corporate Governance and and Sustainability Committee” will propose independent director candidates to to to the Board of Directors The independence of each independent director candidate is also considered and and assessed under relevant laws Directors shall be elected pursuant to to the the candidate nomination system specified in in Article 192-1 of the the R O C C Company Law The tenure of of of office for Directors shall be three years The independence of of of each independent director candidate is also considered and and assessed under relevant law such as as the Taiwan “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” Under R O C C C law in in in which TSMC was incorporated any shareholders holding one percent or or or or more of our total outstanding common shares may nominate their own candidate to to stand stand for election as a a a a a a a a a a a Board member This democratic mechanism allows our shareholders to become involved in in in the selection and and nomination process of Board candidates The final slate of candidates is put to the the shareholders shareholders for voting at at at the the relevant annual shareholders’ meeting There are no limits on on on the the the number of of terms that a a a a a director may serve We believe the the the Company benefits from the the the contributions of of directors who have over their years of of dedicated service acquired unique insights into the the operations and financial developments of of the the the Company Company The Company Company reviews the the the appropriateness of each director’s continued service to to ensure there are new viewpoints available to the Board Directors’ Compensation
According to to to TSMC’s Articles of of Incorporation the the the Board of of Directors is authorized to to to determine the the the salary for the the the Chairman Vice Chairman and and Directors taking into account the the the the extent and and value of of the the the the services provided for the the the the management of of the the the the Corporation and and and the the the standards of the the the industry within the the the R O C and and and overseas TSMC’s Articles of of of Incorporation also state that not more than 0 3 percent of of of our annual profits may be distributed as compensation to to to to to our directors directors In addition directors directors who also serve as executive officers of of the Company are not entitled to to to to to receive any any director director director compensation compensation According to to to TSMC’s Compensation
Committee Charter the distribution of compensation compensation to to to directors shall be made in in in accordance with TSMC’s “Rules for Distribution of Compensation
to to to Directors” based on on on the following principles: (1) directors who also serve as executive officers of of the the Company are not entitled to receive compensation compensation (2) the the compensation compensation for independent directors directors directors may be be higher than other directors directors directors as as all independent directors directors directors also serve as as members of the the Audit Committee and Compensation
Committee and thus participate in in in the discussions as as well as as resolutions of related committee meetings in in in accordance with the the charter of each committee and (3) the the compensation for overseas independent directors may be higher than domestic independent directors as they require additional time to to attend quarterly meetings in in in Taiwan 044