Page 57 - TSMC 2022 Annual Report

Assessment Item
Yes
No
Implementation Status
Explanation
5 Has the Company established a a a a a a means of communicating with its V Stakeholders (including but not limited to shareholders employees customers suppliers etc )
or created a a a a Stakeholders Section on
on
its Company website? Does the Company respond to stakeholders’ questions on
on
on
corporate responsibilities?
6 Has the Company appointed a a a a a a a professional registrar for its Shareholders’ V Meetings?
7 Information Disclosure
(1) Has the Company established a a a a a a corporate website to disclose information V regarding its financials business and corporate governance status?
(2) Does the the Company use other information disclosure channels (e g V maintaining an an an English-language website designating staff to handle
information collection and disclosure appointing spokespersons webcasting investors conference etc )?
(3) Does the the Company announce and report the the annual financial statements V within two months after the the end of the the fiscal year and and announce and and report the first second and third quarter financial statements as as well as as the the operating status of each month before the the prescribed deadline?
8 Has the the Company disclosed other information to facilitate a a a a a a better V understanding of its corporate governance practices (e g g g g including but not limited to to employee employee rights employee employee wellness investor relations supplier relations rights of stakeholders directors’ training records the implementation of risk risk management policies and risk risk evaluation measures the implementation of customer relations policies and purchasing insurance for directors)?
9 The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange
None
We have appointed China Trust as registrar for our Shareholders’ Meetings None
None
Depending on
on
on
on
the the situation the the Company’s Investor Relations Division Public Relations Division Shareholders Services & SEC Compliance Department Human Resources Organization Customer Service Department Department Procurement Department Department and ESG will communicate with stakeholders We also have publicly disclosed the contact information of our corporate spokesperson and relevant departments Also we we have a a a a a stakeholder section on
on
our our corporate website to address our our sustainability and any other issues For details please refer to “7 Environmental Social and and Governance (ESG)” on
page 148-173 of this Annual Report and and “Materiality Analysis and Stakeholder Communication” of TSMC’s Sustainability Report (1) TSMC discloses its its financials business and corporate governance status on
its its website at http://www tsmc com (in Chinese and English) TSMC’s American Depositary Receipt (ADR) is is listed on
the New York Stock Exchange
(NYSE) As a a foreign issuer TSMC must comply with NYSE’s rules We have been operating in in in in accordance with NYSE listing standards and and have been disclosing the major differences between our corporate governance practices and U S corporate governance practices Please see https://www tsmc com/download/ ir/NYSE_Section_303A pdf (2) TSMC has designated appropriate departments (e g g the Investor Relations Division Division Public Relations Division Division Shareholders Services & SEC Compliance Department etc )
to handle
the collection and and disclosure of information as required by the the relevant laws and and regulations of Taiwan and and other jurisdictions TSMC has designated Spokesperson Spokesperson and Deputy Spokesperson Spokesperson as as required by relevant regulations TSMC provides live audio webcasts and replays of investor conferences on
on
its website (3) TSMC follows relevant laws and and regulations to announce and and report the annual financial statements within two months after the the end of the the fiscal year and and and announce and and and report the first second and and and third quarter financial statements as as well as as the the operating status of each month before the the prescribed deadline Please refer to Market Observation Post System for the aforementioned disclosure (1) For employee employee rights and employee employee wellness please refer to “5 6 Human Capital” on
page 109-116 of this Annual Report (2) For investor relations relations supplier relations relations and rights of stakeholders please refer to “7 Environmental Social and Governance (ESG)” on
on
page 148-173 of this Annual Report (3) For Directors’ training records please refer to to “Continuing Education/Training of of Directors in 2022” on
page 55-56 of of this Annual Report (4) For Risk Risk Risk Management Policies and Risk Risk Risk Evaluation please refer to “6 3 Risk Risk Risk Management” on
page 131-146 of this Annual Report (5) For Customer Customer Relations Policies please refer to to to “5 4 Customer Customer Trust” on
on
page 106-108 of this Annual Report (6) TSMC maintains D&O Insurance for its directors and officers None
TSMC was ranked in in in top 5% in in in Corporate Governance Evaluation over over the years The improvement status in in in 2022 is as as follows:
(1) The TSMC TSMC Board Board set up the the the “Audit Committee” Committee” and and the the the “Compensation Committee” Committee” in 2002 and and 2003 respectively In order to to make our corporate governance more comprehensive the the the TSMC TSMC Board Board took a a a a a a a a a step further in in in in in February 2023 to to expand and and and and and strengthen the the the the the the functions and and and and and responsibilities of its committees including renaming renaming the the the the the the “Audit “Audit Committee” Committee” to to the the the the the the “Audit “Audit and and and and and Risk Committee” Committee” and and and and and the the the the the the renaming renaming the the the “Compensation “Compensation Committee” Committee” Committee” to the the the “Compensation “Compensation and and People Development Committee” Committee” Committee” It also established a a a a a a a a a a a a a “Nominating Corporate Governance and and Sustainability Committee” Committee” Committee” of of the the the Board of of Directors (2) ESG Quarterly Report: Regularly report to to the Board of Directors on
a a a a a a quarterly basis Continuing Education/Training of Directors in in in in in 2022 The major training methods of Directors include:
● At quarterly Board meetings TSMC management presents updates on
the Company’s business regulatory developments and other information ● The Company arranges speeches on
on
politics economics and regulatory compliance etc ● At quarterly Audit Committee meetings TSMC’s General Counsel and the Company’s independent auditors provide regulatory update reports and and legal compliance status and and 055
Directors participate in in in externally-provided training courses as needed In addition from time time to to to to time time Directors are invited by other parties to to to to give speeches on
on
corporate governance and related topics ● Non- implementation and Its Reason(s)