Page 55 - TSMC 2022 Annual Report

(4) Regular Board Meeting of November 7 & 8 2022:
● approving the the distribution of of a a a a a a a a NT$2 75 per share cash dividend for the the third quarter of of 2022 and setting March 22 22 2023 as
as
the record date for common stock shareholders entitled to to participate in this cash dividend distribution and ● approving capital appropriations of approximately US$5 717 19 million for purposes including: 1 1 1 Installation and upgrade
of of of advanced technology technology capacity capacity 2 Installation of of of specialty technology technology capacity capacity 3 Fab construction and installation of of of fab facility systems 4 2023 2023 R&D capital capital capital investments and sustaining capital capital capital expenditures 5 2023 2023 capitalized leased assets (5) Regular Board Meeting of February 13 & 14 2023:
● approving the 2022 Business Report and Financial Statements ● approving the the distribution of of a a a a a a a NT$2 75 per share cash dividend for the the fourth quarter of of 2022 and setting June 21 2023 as
as
the record date for common stock shareholders entitled to to participate in this cash dividend distribution ● approving distribution of of employees’ business performance bonus and profit sharing for for 2022 ● approving capital appropriations of approximately US$6 959 5 5 million for purposes including: 1 Installation and upgrade
of of of advanced technology technology capacity capacity 2 Installation of of of specialty technology technology capacity capacity 3 Fab construction and installation of of of fab facility systems ● approving the capital injection of of not more than US$3 5 billion to TSMC TSMC Arizona a a a a a a a wholly-owned subsidiary of of TSMC TSMC ● approving the the issuance of unsecured corporate bonds in in the the domestic market for an an amount not to to exceed NT$60 billion to to finance TSMC’s capacity expansion and/or pollution prevention related expenditures ● approving approving the the issuance of of 2 2 2 2 110 000 shares of of 2022 employee restricted stock awards (RSAs) In addition approving approving the the issuance of of no more than 6 249 000 common shares of of RSAs for the the year 2023 2023 which will be submitted to the the 2023 2023 Annual Shareholders’ Meeting for approval and ● convening the 2023 Annual Shareholders’ Meeting 3 3 3 3 3 3 3 3 3 Major Issues of Record or or or or or Written Statements Made by Any Director Dissenting to to Important Resolutions Passed by the the Board of of of Directors in 2022 and as
of of of the the Date of of of this Annual Report: None 3 4 Taiwan Taiwan Corporate Governance Implementation as
Required by Taiwan Taiwan Financial Supervisory Commission
Assessment Item
Yes
No Implementation Status
Non- implementation and Its Reason(s)
Explanation
TSMC has always followed excellent corporate governance practices provided
the utmost in operational transparency and safeguarded shareholders’ equity Although the Company does not have a a a a a a formal code of practice for for corporate governance however TSMC has always been highly regarded as
as
an an industry leader in in implementing comprehensive corporate governance practices In addition the Company Company also has a a a a a a a world-class Board of Directors The Company Company believes that corporate governance is based on on integrity professional management and implementation TSMC has been proving its excellent corporate governance in in its operating performance and and continued winning of domestic and and international awards on best corporate governance company (1) TSMC has designated appropriate departments such as
as
Investor Relations Division Division Public Relations Division Division Shareholders Services & SEC Compliance Department Legal etc to handle shareholder suggestions concerns disputes or litigation matters (2) TSMC tracks the shareholdings of of directors officers and top ten shareholders (3) TSMC has set up internal rules in in the Company’s Internal Control System and Affiliated Corporations Management (4) TSMC has established its “Insider Trading Policy” that applies to all employees officers and and members of of of of the the Board of of of of Directors of of of of the the Company and and to to any any other person having a a a a duty of trust or confidence with respect to transactions in in in the the Company’s securities This policy prohibits any any insider trading and the the Company regularly provides internal training on this issue 1 Does Company follow “Taiwan Corporate Governance Implementation” to establish and disclose its corporate governance practices?
2 Shareholding Structure & Shareholders’ Rights
(1) Does Company have Internal Operation Procedures for handling
shareholders’ suggestions concerns disputes and litigation matters If yes has these procedures been implemented accordingly?
(2) Does Company possess a a a a a a list of major shareholders and beneficial owners of these major shareholders?
(3) Has the Company built and and executed a a a a a a a risk management system and and “firewall” between the Company and its affiliates?
(4) Has the Company established internal rules prohibiting insider trading on undisclosed information?
V
Same as
explanation
V
V
V
V
None 053
(Continued)