Page 49 - TSMC 2022 Annual Report

3 2 1 Audit Committee
The Audit Committee
assists the the the Board in in in in in in fulfilling its oversight of of the the the quality and integrity of of the the the accounting auditing reporting and financial control practices as as well as as risk management of the Company The Audit Committee
is responsible to review the following major matters: ● Financial reports ● Auditing and and accounting policies and and procedures ● Internal control systems and and related policies and and procedures ● Material asset or derivatives transactions ● Material lending funds endorsements or or guarantees ● Offering or issuance of any equity-type securities ● Derivatives and cash investments ● Legal compliance ● Related-party transactions and and potential conflicts of of interests involving executive officers and and directors ● ● ● Corporate information security ● Corporate risk management ● Performance independence qualification of independent auditor ● Hiring or or dismissal of an attesting CPA or or the the compensation given thereto ● Appointment or or discharge of of financial accounting or or internal auditing officers ● Assessment of of Committee
Committee
Charter and fulfillment of of Audit Committee
Committee
duties ● Self-assessment of the Committee’s performance and ● Any other matters that shall be reviewed by by the the the Audit Committee
Meeting as required by by relevant laws and regulations or the the the Audit Committee
Charter or or or that are deemed to to be material by the regulatory authorities Under R O C C C C law the membership of of Audit Audit Committee
Committee
shall consist of of all all independent directors TSMC’s Audit Audit Committee
Committee
satisfies this statutory requirement The Committee
also engaged a a a a a a a a a a financial expert consultant in in accordance with the rules of the the U S S Securities and Exchange Commission The Audit Committee
Committee
annually conducts self-evaluation to assess the the Committee’s performance and identify areas for for further attention TSMC’s Audit Committee
is empowered by its its Charter to to conduct any study or investigation it it it it it deems appropriate to to fulfill its its responsibilities It has direct access to to to TSMC’s internal auditors auditors the the Company’s independent auditors auditors and all employees of the the Company The Committee
is authorized to retain and oversee special legal accounting or or other consultants as it it deems appropriate to fulfill its mandate 3 2 2 2 2 Compensation Committee
The Compensation Committee
assists the Board in in discharging its its responsibilities related to TSMC’s compensation and benefits policies plans and and and and programs and and and and in the the evaluation and and and and compensation of of TSMC’s directors of of the the Board and and and and executives The members of the the the Compensation Committee
are appointed by by the the the Board as required by by R O C C C law According to its charter the the the committee committee shall consist of of of no fewer than three independent directors of of of the the Board whereas the the actual committee committee is is is comprised of of of all all six independent directors The Chairman of the the the Board and the the the Chief Executive Officer are invited by the the the committee to to attend all all meetings and are excused from the the committee’s discussion of their own compensation TSMC’s Compensation Committee
is is authorized by its charter to to retain an an independent consultant to to assist in in in the evaluation of CEO’s or executive officer’s compensation Ombudsman reports Fraud prevention and investigation reports 047