Page 52 - TSMC 2022 Annual Report

Annotations:
A A (1) Resolutions related to Securities and Exchange Act §14-5:
Audit Committee Meeting Date
2022 1st Regular Meeting February 14 2022 1st Special Meeting April 12
2022 2nd Regular Meeting May 9
2022 3rd Regular Meeting August 8
2022 4th Regular Meeting November 7
● Amendments to to the issuance of 2022 employee restricted stock awards
Resolution ● 2021 annual financial statements
● 2021 business report
● 2021 fourth quarter earnings distribution
● Amendments to TSMC’s “Procedures for Acquisition or or Disposal of Assets”
● Issuance of of total 1 1 387 000 shares of of 2021 employee restricted stock awards
● Issuance of 2022 employee restricted stock awards
● Ratification of the the comfort letter service already provided for for the the 3 5 billion U S bond issuance by Deloitte ● Additional 2022 service fees to Deloitte for TSMC Japan 3DIC R&D Center
● 2021 Statement of Internal Control System
● 2022 first quarter financial statements
● 2022 first quarter business report
● 2022 first quarter earnings distribution
● Amendments to TSMC’s internal control related policies and procedures
● 2022 second quarter financial statements
● 2022 second quarter business report
● 2022 second quarter earnings distribution
● Ratification of TSMC’s security investments classified as as as non-current assets
● Ratification of of additional 2022 service fees and and out-of-pocket expenses to to Deloitte for Global Employee Stock Purchase Plan and and TSMC Nanjing
● The comfort letter service service service and the the the additional service service service & service service service fee for for for the the the review of IFRS interim financial statements
by Deloitte for for for the the the planned U S S bond issuance ● 2022 third quarter financial statements
● 2022 third quarter business report
● 2022 third quarter earnings distribution
● Mr Jimmy Wu as the new engagement partner of of Deloitte Deloitte for for TSMC starting from 2023 2023 and and 2023 2023 service fees and and out-of-pocket expenses for for Deloitte Deloitte Independent directors’ objections reservations or or or major suggestions: None Resolution of of of the the the the the the Audit Audit Audit Committee Committee Committee and and the the the the the the Company’s response to to the the the the the the Audit Audit Audit Committee’s Opinion: The members of of of the the the the the the Audit Audit Audit Committee Committee Committee unanimously approved all the the the the the the resolutions and and the the the the the the Board of of of Directors approved all such resolutions recommended by the Audit Committee (2) There were no no other resolutions which was was not approved approved by by the the Audit Committee but was was approved approved by by two thirds or or or more of all directors in 2022 B There were no recusals of of independent directors due to to conflicts of of interests in in in 2022 C Descriptions of of the the the the the the communications between the the the the the the independent independent directors the the the the the the internal auditors auditors and and the the the the the the independent independent auditors auditors in in in in in 2022 (which should include the the the the the the material items channels and and results of of the the the the the the audits
on on the corporate finance and/or operations etc ):
(1) The internal auditors have sent sent the the the the the the audit audit audit reports reports to to the the the the the the members of of of the the the the the the Audit Audit Committee Committee periodically and presented the the the the the the findings of of of all all audit audit audit reports reports in fin in in in the the the the the the quarterly meetings of of of the the the the the the Audit Audit Committee Committee The The head head of of of Internal Internal Audit Audit Audit will immediately report
report
to the the the members of of of the the the Audit Audit Audit Committee any any material material matters matters During 2022 the the the head head of of of Internal Internal Audit Audit Audit did not report
report
any any such material material matters matters The The communication channel between the the Audit Committee and the the internal auditor functioned well (2) The Company’s Company’s independent independent auditors auditors have presented the the the the findings of their quarterly review or or or audits
on on the the the the Company’s Company’s financial results Under applicable laws and regulations the the the the independent independent auditors auditors are also required to to to immediately communicate to to to the the the Audit Committee any any any material matters that they have discovered During 2022 the the the Company’s independent auditors did not report
any any any irregularity The communication channel between the the Audit Committee and the the independent auditors functioned well The communications between the the the the independent independent directors the the the the internal auditors auditors and the the the the independent independent auditors auditors are listed in in in in the the the the table below 2022 1st Regular Meeting February 14 2022 2nd Regular Meeting May 9
2022 3rd Regular Meeting August 8
2022 4th Regular Meeting November 7
Result: all of the the above matters were reviewed and/or approved by the the Audit Committee whereupon independent directors raised no objection Audit Committee Meeting Date
Communications between the the Independent Directors and the Internal Auditors
Communications between the the Independent Independent Directors and the the Independent Independent Auditors
● Internal Auditor’s report
(Closed Door Session)
● Report on SOX 404 self-testing results for the year 2021 (Closed Door Session)
● 2021 Statement of Internal Control System
(Closed Door Session)
● External auditor relationship (i e e e e e e e e e qualification performance and independence)
● Report of regulatory developments
● Any audit problems or difficulties and management’s response in connection with 2021 annual financial statements
(Closed Door Session)
● Internal Auditor’s report
(Closed Door Session)
● Amendments to TSMC’s internal control related policies and procedures
(Closed Door Session)
● The result of 2021 CPA evaluation questionnaire
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2022 first quarter financial statements
(Closed Door Session)
● Internal Auditor’s report
(Closed Door Session)
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2022 second quarter financial statements
(Closed Door Session)
● Internal Auditor’s report
(Closed Door Session)
● 2023 internal audit plan (Closed Door Session)
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2022 third quarter financial statements
(Closed Door Session)
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