Page 56 - TSMC 2022 Annual Report

Assessment Item
Yes
No
Explanation
Implementation Status
Non- implementation and Its Reason(s)
(1) Please refer to to “3 2 Board Board of Directors – Board Board Diversity and Independence” on
page 46 of this Annual Report (2) Audit Committee Committee (founded (founded in 2002) Compensation Committee Committee (founded (founded in in in in 2003) Nominating Corporate Governance and Sustainability Committee (founded (founded in in in 2023) ESG Steering Committee (founded (founded in in in 2019): is formed by the Company’s management team and chaired by Chairman Mark Liu ESG Committee (founded in 2011): is formed by the Company’s executive team and reports quarterly to to the the Board of of Directors on
on
the the implementation of of plans and results (3) As TSMC’s corporate governance concept the Board of Director’s primary responsibility is is to supervise evaluate the management’s performance and dismiss officers of of the the Company when necessary resolve the the important concrete matters and provide guidance to the management team TSMC’s Board of of of Directors consists of of of distinguished members with a a a a great breadth of of of experience as as world-class business leaders or or professionals and adhere high ethical standards and and commitment to the Company Each quarter’s Board Meeting is last for two days Company’s resolutions are determined in in in board meeting also business strategy and future orientation are discussed in in in the meeting in in in order to create best interest for shareholders Based on
TSMC’s operating performance and local/international awards of best corporate governance it certainly proves the Company’s excellent performance of Board of Directors Each year TSMC conducts regular Board performance self-evaluation in form form of written questionnaires for the the Board individual directors and the the Audit Committee 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
The Company completed self-assessments of Board performance in 2022 and reported the the results to to the the Board of Directors at its first quarter meeting in in 2023 for for review and improvement The weighted average score for for the overall performance of of of the Board of of of Directors is 4 76 out of of of 5 that included an an average score of 4 9 on
a a a a a a a a particular assessment item “The board has sufficient discussions over the the Company’s involvement in in the the implementation of ESG programs” The weighted average score for for the the performance of the the individual directors is 4 9 out of 5 As demonstrated the overall board’s operation
has been effective Members of the Audit Committee’s self-assessment results also 100% satisfied with the evaluation criteria (4) The Audit Committee annually evaluates the independence of external auditors and reports the the same to to to the the Board of Directors Please refer to to to “3 9 4 Evaluation of of the External Auditor’s Independence and Suitability” on
page 66 of of this Annual Report The Board of of Directors appointed the Vice President of of Legal and General Counsel of TSMC TSMC as the Corporate Corporate Governance Officer TSMC’s Corporate Corporate & Compliance Legal Division which directly reports to the General Counsel is is in charge of assisting in in in in in in related affairs including handling of matters relating to Board Audit Committee Committee Compensation Committee Committee and Shareholders’ meetings in in compliance with law assistance in in in in onboarding and continuing education of directors provision of of information required for for for performance of of duties
by directors and assistance in directors’ compliance of law etc 3 Composition and Responsibilities of of the Board of of Directors (1) Has the Board of Directors established a a a a a a diversity policy set goals and implemented them accordingly?
(2) Other than the the the Compensation Committee Committee and the the the Audit Committee Committee which are required by law does the the Company plan to set up other Board committees?
(3) Has the the Company established methodology for evaluating the the performance of of its Board of of Directors on
an an an annual basis reported the results results of of performance to to the the Board of of Directors and use the the results results as reference for directors’ remuneration and renewal?
None
V V V (4) Does the Company regularly evaluate its external auditors’ independence?
4 Does the Company appoint competent and appropriate corporate governance governance personnel and corporate governance governance officer to be in charge of corporate governance affairs (including but not limited to furnishing information required for for business execution by directors directors assisting directors’ compliance of law handling matters related to board meetings and and shareholders’ meetings according to law and recording minutes of board meetings meetings and shareholders’ meetings)?
V V None
054
(Continued)