Page 47 - TSMC 2022 Annual Report

Directors’ Directors’ Professional Qualifications and Independent Directors’ Directors’ Independence Status
Criteria Name/Title
Professional Qualification and Experience
Independent Directors’ Independence Status
Number of Other Taiwanese Public Companies Concurrently Serving as an an Independent Director Mark Liu Chairman C C C C Wei
Vice Chairman Ming-Hsin Kung Director F C Tseng Director Sir Peter L Bonfield Independent Director Kok-Choo Chen Independent Director Michael R Splinter Independent Director Moshe N Gavrielov Independent Director Yancey Hai Independent Director L Rafael Reif Independent Director For Directors’ professional qualification and experience please refer to “2 4 1 Information Regarding Board Members” on page 24-29 of this Annual Report None of the Directors has been in or or is under any circumstances stated in Article 30 of the Company Law (Note 1) Not Applicable 0 0 0 0 All of of the the following situations apply to to each and every of of the the Independent Directors: 0 1 1 Satisfy the requirements of of of Article 14-2 of of of “Securities and and and Exchange Act” and and and 0 “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) issued by Taiwan’s Securities and Futures
Bureau 0 2 Independent Director (or nominee arrangement) as as well as as his/her spouse and minor children do not hold any TSMC common shares 3 Received no no compensation or or benefits for providing commercial legal financial 0 accounting services or or consultation to to the Company or or to to any any its affiliates within the the the preceding two years and the the the service service service provided is either an an “audit service” service” or a a a a a a 1 “non-audit service” 0 045
Note 1: A person shall not not not act in in in a a a a a a a a a a a a a a a a a a a a a a a a management capacity for for for a a a a a a a a a a a a a a a a a a a a a a a a company and and if if so so appointed must be be immediately discharged if if they have been:
1 Convicted for for for a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a violation of of of of the the the the the the Statutes for for for the the the the the the Prevention of of of of Organizational Crimes and: has has not not not not started serving serving serving the the the the the the sentence sentence sentence has has not not not not completed serving serving serving the the the the the the sentence sentence sentence or or or or or five years have have not not not not elapsed since
2 3 4 5
6 7 Note 2: 1 2 3 completion of of of of of serving the the the sentence expiration of of of of of probation or or or or or pardon Convicted for for fraud breach of of of of of of trust or or or or or or or misappropriation with imprisonment for for a a a a a a a a a a a a a a a a a a a a term of of of of of of more than one year year and: has has not not not started serving serving serving serving the the the the sentence sentence sentence sentence has has not not not completed serving serving serving serving the the the the sentence sentence sentence sentence or or or or or or or two years have not not elapsed since
completion of of of of of serving serving the the the sentence sentence expiration of of of of of probation or or or or or or or pardon Convicted for violation of of of of of the the the the the Anti-Corruption Act and: has has not not not not started serving serving serving serving the the the the the sentence sentence sentence sentence has has not not not not completed serving serving serving serving the the the the the sentence sentence sentence sentence or or or or or two years have have not not not not elapsed elapsed since
since
completion completion of of of of of serving serving serving serving the the the the the sentence sentence sentence sentence expiration of of probation or or or pardon Adjudicated bankrupt or or or or adjudicated to to commence a a a a a a a a a a a a a a a a a a a liquidation process by a a a a a a a a a a a a a a a a a a a court and and and having not not been reinstated to to his or or or or her rights and and and privileges Sanctioned for unlawful use of of credit instruments and and the term of of such sanction has not not not expired yet if if she/he she/he does not have any or or or limited legal legal capacity or or or if if she/he she/he has has been been adjudicated to require require legal legal guardianship and such requirement has has not not been been revoked yet Not Not a a a a a a a a a a a a a a a a a a a a a governmental juridical person or or or its representative as as as as defined fin in in in Article 27 of the the Company Law Not Not serving concurrently as as an an an an an an an independent director on on on on more than three other Taiwanese public companies fin in in in in in in in in total During the the the the the two years before being elected and during the the the the the term of of of of of office meet any any any of of of of of the the the the the following situations:
(1) Not Not an an an an an an employee of of of of the the the the company company or or or or or or any any any any of of of of its its affiliates (2) (3) (4) (5)
(6) (7) (8) (9)
Not Not Not a a a a a a a a a a a a a a a director or or or or or supervisor of of of of the the the company company or or or or or any any any any of of of of its its affiliates affiliates Not Not a a a a a a a a a a a a a a a a a a a a a natural-person shareholder shareholder who holds shares shares together with those held held by by the the the the the the the person’s spouse minor children or or or or or or or or or held held by by the the the the the the the person person person under others’ names in in an an an an an aggregate amount of of of of of of of one one percent or or or or more of of of of of of the the the the the the total number of of of of of of issued shares shares of of of of of of the the the the the the company or or or or ranks as one of of of of of of its top ten shareholders Not a a a a a a a a a a a a a a a a a a a a spouse relative relative within within the the the the the the the the second degree degree of of of of of of of of of of of kinship kinship or or or or or lineal relative relative within within the the the the the the the the third degree degree of of of of of of of of of of of kinship kinship of of of of of of of of of of of any any any of of of of of of of of of of of the the the the the the the the officer in in in in in in in in in the the the the the the the the preceding preceding (1) subparagraph subparagraph or or or or or of of of of of of of of of of of any any any of of of of of of of of of of of the the the the the the the the above persons in in in in in in in in in the the the the the the the the preceding subparagraphs (2) and (3) Not a a a a a a a a a a a a a a a a a a a a a a a director director supervisor or or or or or or or or or employee of of of of of of a a a a a a a a a a a a a a a a a a a a a a a corporate/institutional shareholder shareholder that directly holds five five percent or or or or or or or or or more of of of of of of the the the the total number of of of of of of issued shares of of of of of of the the the the company company ranks as as as of of of of of of its top five five shareholders or or or or or or or or or or or or or or has representative director(s) serving on on on on the the the company’s board board based on on on on Article 27 of of of of of of the the the Company Law Not Not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a director director director supervisor supervisor or or or or or or or or or or or or or or or employee employee of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a company company company company company company of of of of of of of which which the the the the the the the the the majority of of of of of of of board board seats or or or or or or or or or or or or or or or voting shares is is is controlled by a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a company company company company company company that also also controls the the the the the the the the the same of of of of of of of the the the the the the the the the company company company company company company Not Not Not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a director director director supervisor supervisor supervisor or or or or or or or or or or or or or or or or or or or or employee employee of of of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a company company company company company company company of of of of of of of of of which which the the the the the the the the the chairman chairman or or or or or or or or or or or or or or or or or or or or CEO CEO (or (or equivalent) equivalent) themselves or or or or or or or or or or or or or or or or or or or or their spouse also also serve as as the the the the the the the the the company’s chairman chairman or or or or or or or or or or or or or or or or or or or or CEO CEO (or (or equivalent) equivalent) Not Not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a director director director supervisor supervisor supervisor officer officer or or or or or or or or or or or or or or or or or or or or shareholder holding five percent or or or or or or or or or or or or or or or or or or or or more of of of of of of of of of the the the the the the the the shares of of of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a specified company company company company company or or or or or or or or or or or or or or or or or or or or institution that has a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a financial or or or or or or or or or or or or or or or or or or or or business relationship with the the the the the the the the company company company company company and Other than serving as as a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a compensation committee member of of of of of of of of of the the the the the the the the company company company company company company not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a professional individual who or or or or or or or or or or or or or or or or an an an an an an an an an an an an an owner partner partner director director supervisor supervisor or or or or or or or or or or or or or or or or officer officer of of of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a sole proprietorship partnership company company company company or or or or or or or or or or institution that provides commercial legal financial accounting services or or or or or or or or or or consultation to to to to to the the the the the the the company company company company or or or or or or or or or or to to to to to any any any any any affiliate of of of of of of the the the the the the the company company company company or or or or or or or or or or a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a spouse thereof and the the the the the the the service service service service provided is is an an an an “audit service” or or or or a a a a a a a a a a a a a a a a “non-audit service service service which total compensation within the the recent two years exceeds NT$500 000”