Page 51 - TSMC 2022 Annual Report

Board of Directors Meeting Status
Tenures of of of of the the Board Board of of of of Directors members are from July July 26 2021 to to July July 25 2024 Dr Mark Liu TSMC’s Chairman of of of of the the Board Board of of of of Directors convened four regular meetings and one special meeting meeting in in in 2022 The directors’ attendance status is as follows Title
Name Attendance in Person
By Proxy
Attendance Rate in Person
(%)
Notes
Chairman Mark Liu 5 0 100%
None
Vice Chairman C C C C Wei
5 0 100%
None
Director Ming-Hsin Kung
(Representative of National Development Fund Executive Yuan)
5 0 100%
None
Director F C Tseng
5 0 100%
None
Independent Director Sir Peter L Bonfield
5 0 100%
None
Independent Director Kok-Choo Chen
5 0 100%
None
Independent Director Michael R Splinter
5 0 100%
None
Independent Director Moshe N Gavrielov
5 0 100%
None
Independent Director Yancey Hai
5 0 100%
None
Independent Director L Rafael Reif
5 0 100%
None
Annotations:
A A A A (1) Matters listed in in the the the Securities Securities and and Exchange Exchange Act Act §14-3: The Securities Securities and and Exchange Exchange Act Act §14-3 §14-3 is is is not be be applicable because the the the Company has established the the the Audit Committee For relevant information please refer to the “Audit Committee Meeting Status” in in this Annual Report (2) There were no other other written or or or or otherwise recorded resolutions on on on on which an an independent director had an an objection or or or or reservation B Recusals of of of Directors Directors due to to to conflicts of of of interests: Directors Directors recused themselves from the the the discussion and voting of of of their compensation resolution C Measures taken to strengthen the the the functionality of the the the Board:
- TSMC’s Directors are composed of of diverse backgrounds backgrounds including professional backgrounds backgrounds in in in in in in different different industries academic and and legal etc nationalities in in in in in in different different countries in in in in in in Taiwan Europe and and the U S S world-class business operating experience and one Director is female Our Board Board has six independent directors who constitute 60% of the Board Board - The Chairman of of of of the the Board of of of of Directors is not executive officer of of of of the the Company - TSMC established “Guidelines for for for Nomination of of Directors” which describes the the procedures and and and criteria for for for the the nomination qualification and and and evaluation of of candidates for for for Directors Directors Audit Committee Meeting Status
Tenures of of the the Audit Audit Committee members are from July July 26 2021 to July July 25 2024 Sir Peter L Bonfield
Chairman of of the the Audit Audit Committee convened convened four regular meetings meetings in in in in 2022 In addition to these meetings meetings he he also convened convened one special meeting meeting meeting and three telephone conferences to to to discuss the the Company’s Annual Report to to to be filed with the the Taiwan and and U S authorities and and investor conference materials with management The Committee members and consultant’s attendance status is as follows Title
Name Attendance in Person
By Proxy
Attendance Rate in Person
(%)
Telephone Conferences
Attendance Rate of Telephone Conferences
(%)
Notes
Chair Sir Peter L Bonfield
5 0 100%
3 100%
None
Member Kok-Choo Chen
5 0 100%
3 100%
None
Member Michael R Splinter
5 0 100%
2 67%
None
Member Moshe N Gavrielov
5 0 100%
3 100%
None
Member Yancey Hai
5 0 100%
3 100%
None
Member L Rafael Reif
3 2 60% 2 67%
None
Financial Expert Consultant
Jan C Lobbezoo
5 0 100%
3 100%
None
049
(Continued)