Page 50 - TSMC 2022 Annual Report

Information Regarding Compensation Committee Members
Criteria Name/Title
Professional Qualification and Experience
Independent Directors’ Independence Status
Number of Other Taiwanese Public Companies Concurrently Serving as a a a a Compensation Committee Member Michael R Splinter
(Chair) Independent Director Sir Peter L Bonfield
Independent Director Kok-Choo Chen
Independent Director Moshe N Gavrielov
Independent Director Yancey Hai
Independent Director L Rafael Reif
Independent Director TSMC’s Compensation Committee is is comprised of all six independent directors For members professional qualification and experience please refer to “2 4 1 Information Regarding Board Members” on page 24-29 of this Annual Report All the the Compensation Committee members meet any of the the following situations: 0 1 1 Satisfy the the the requirements requirements of of of of Article 14-6 of of of of “Securities and and and Exchange Act” and and and 0 the the requirements of of “Regulations Governing the the Appointment and Exercise of of Powers by the Compensation Committee of a a a Company Whose Stock is is Listed on on the the Taiwan Taiwan Stock Exchange Exchange or the the Taipei Exchange” (Note) issued by Taiwan’s
Securities and Futures Bureau
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 compensation or or benefits for providing commercial legal financial 0 0 accounting services or or or consultation to to the the the the Company or or or to to any any its affiliates within 1 the the the preceding two years and the the the service service provided is either an an “audit service” or a a “non-audit service” 0 Note: During the the the the two years before being elected and during the the the the term of of of of of office meet any any any of of of of of 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) 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 (3) 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 or 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 ranks as one of of of of of of its top ten shareholders (4) 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 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 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) (5) 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 has representative director(s) serving on on on the the the company’s board board based on on on Article 27 of of of of of the the the Company Law (6) 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 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 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 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 (7) 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) (8) 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 (9) 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 an an an an an an “audit service” or or or 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” 3 3 2 3 3 Corporate Governance Officer
The Board of of of Directors appointed Ms Sylvia Fang the the Vice President of of of Legal and General Counsel of of of TSMC as the the Corporate Governance Officer
responsible for corporate governance matters matters including handling of matters matters relating to Board Audit Committee Committee Compensation Committee Committee and and Shareholders’ meetings in in in in compliance with law assistance in in in in onboarding and and continuing education of of of directors directors provision of of of information required for for for performance of of of duties by directors directors and assistance in in in in directors’ compliance of law etc For details on on performance of duties by the Corporate Corporate Governance Governance Officer
please refer to “3 Corporate Corporate Governance” on on page 40-66 of this Annual Report 3 2 4 Director and Committees Members’ Attendance Each Director is expected to to attend every Board meeting meeting and the committees meeting meeting on which he he he or or she serves In 2022 the the the average Board Meeting attendance attendance rate rate was 100%
and and the the the attendance attendance rate rate for the the the Audit Committee and and Compensation Committee’s Meetings were 93% and 97% respectively 048