Page 53 - TSMC 2022 Annual Report

Compensation Committee Meeting Status
Tenures of of the Compensation Committee members are from July July 26 2021 to July July 25 2024 Mr Michael R Splinter Chairman of of the Compensation Committee Committee convened four regular meetings and one special meeting meeting in in in 2022 Committee Committee member attendance is as follows Title
Name
Attendance in Person
By Proxy
Attendance Rate in Person
(%)
Notes
Chair Member
Member
Member
Member
Member
Michael R Splinter Sir Peter L Bonfield
Kok-Choo Chen
Moshe N Gavrielov
Yancey Hai
L Rafael Reif
5 0 5 0 5 0 5 0 5 0 4 1 100%
100%
100%
100%
100%
80%
None None None None None None on on April 12
The discussion
Annotations:
A A In 2022 the Compensation Committee Committee conducted conducted four regular meetings on on on on on February 14 May 9
August 8
as as well as as November 7
The Committee Committee also conducted conducted one special meeting meeting items were as follows:
- Report on on matters related to employee compensation
- Total amount of quarterly business performance bonus
- Total amount of o annual profit sharing
- The amount of of quarterly business performance bonus
for for executive officers CEO and Chairman - The annual compensation
of of of directors and and executive officers and and the the disclosure of of of same in the the Annual Report - Grant of Employee restricted stock awards
for 2021 - Employee restricted stock awards
rules for 2022 - Global Employee Stock Purchase Plan - Organization and Succession Discussion
All of the the above matters were reviewed and/or approved by the the Compensation Committee B B The Board of of Directors adopted all recommendations of of the Compensation Committee without modification C C C There were no written or or or otherwise recorded resolutions on on on on on on which any member of the the Compensation Committee had an an objection or or or reservation opinion Board of Directors’ Performance Evaluation Implementation Status
Annual Evaluation Cycle
Evaluation Period
Evaluation Scope
Evaluation Method
Evaluation Aspect
From January 1 2022 to December 31 2022 ● The Board of Directors as a a a whole
● The individual directors ● The Audit Committee ● Internal assessment of the Board ● Self-assessments by each board member The Board of Directors are assessed on the following five aspects:
1 Involvement in the Company’s operation 2 Enhancement of of the the quality of of the the board’s decision-making
3 Makeup and structure of the board 4 Election of board members and continuing knowledge development 5 Internal controls
The individual directors are assessed on the following six aspects:
1 Understanding of the Company’s goals and and mission
2 Awareness of director’s duties
3 Involvement in the Company’s operations 4 Internal relationship and communication 5 Director’s professionalism and continuing knowledge development 6 Internal controls
The Audit Committee is assessed on the following five aspects:
1 Involvement in the Company’s operation 2 Awareness of the audit committee’s duties
3 Enhancement of of the the quality of of the the audit committee’s decision- making
4 Makeup of of the audit committee and election of of its
members 5 Internal controls
051
The Company completed self-assessments of of Board Board performance in 2022 and reported the the results to to the the Board Board of of Directors at its
first quarter meeting in in 2023 for for for review and improvement The weighted average score for for for the the overall performance of the the Board of of of Directors is 4 4 76 out of of of 5 that included an average score of of of 4 4 9
on a a a a a a a a a a particular assessment item “The board has sufficient discussions over the the the Company’s involvement in in the the the implementation of ESG programs” The weighted average score for the the the performance of of the the individual directors is 4 9
out of of 5 As demonstrated the the overall board’s operation has been effective Members of the the Audit Committee’s self-assessment results also 100%
satisfied with the the evaluation criteria