Page 30 - TSMC 2024 Annual Report

2 2 3 2 2 Remuneration of Directors Directors and Independent Directors Directors (Note 1)
Unit: NT$
Former Chairman Mark Liu (Note 2)
Chairman & CEO C C C C Wei (Note 3)
Director F C Tseng
Director National Development Fund Executive Yuan
Representative:
Chin-Ching Liu (Note 4)
Independent Director Sir Peter L Bonfield
Independent Director Kok-Choo Chen (Note 5)
Independent Director Michael R Splinter
Independent Director Moshe N Gavrielov
Independent Director Yancey Hai (Note 5)
Independent Director L Rafael Reif
Independent Director Ursula M Burns (Note 6)
Independent Director Lynn L L Elsenhans (Note 6)
Independent Director Chuan Lin (Note 6)
146 109 128
- - - - - - - - - - - 146 109 128
- - - - - - - - - - - 146 109 128
116 599
- - - - - - - - - - - 116 599
116 599
- - - - - - - - - - - 116 599
199 558 100
- 13 337 425
21 397 147
7 949 011
21 397 147
21 397 147
7 949 011
21 397 147
11 276 780
11 276 780
8
8
715 989
358 989
109 199 558 100
- 13 337 425
21 397 147
7 949 011
21 397 147
21 397 147
7 949 011
21 397 147
11 276 780
11 276 780
8
8
715 989
358 989
109 808 030
- 1 086 975
- - - - - - - - - 1 895 005
808 030
- 1 086 975
- - - - - - - - - 1 895 005
346 591 857 0 0 0296%
- 14 424 400 0 0 0 0012%
21 397 147
0 0 0 0018%
7 949 011
0 0 0 0 0007%
21 397 147
0 0 0 0018%
21 397 147
0 0 0 0018%
7 949 011
0 0 0 0 0007%
21 397 147
0 0 0 0018%
11 276 780
0 0 0 0 0010%
11 276 780
0 0 0 0 0010%
8
8
715 989
0 0 0 0 0007%
507 109 841 0 0 0432%
346 591 857 0 0 0296%
- 14 424 400 0 0 0 0012%
13 337 425
0 0 0 0011%
21 397 147
0 0 0 0018%
7 949 011
0 0 0 0 0007%
21 397 147
0 0 0 0018%
21 397 147
0 0 0 0018%
7 949 011
0 0 0 0 0007%
21 397 147
0 0 0 0018%
11 276 780
0 0 0 0 0010%
11 276 780
0 0 0 0 0010%
8
8
715 989
0 0 0 0 0007%
507 109 841 0 0 0432%
Title/Name
Director’s Remuneration Sum of (A+B+C+D) and Ratio to Net Income
From All From From TSMC Consolidated Entities
Base Compensation (A)
From All From From TSMC Consolidated Entities
Severance Pay and Pensions (B) (Note 7)
From All From From TSMC Consolidated Entities
Compensation to to Directors (C) (Note 8)
From All From From TSMC Consolidated Entities
Allowances (D) (Note 9)
From All From From TSMC Consolidated Entities
- - - - 13 337 425
13 337 425
- - 13 337 425
0 0 0 0011%
028
Total 146 109 128
*Other than disclosure in in in in the the above table Directors remunerations earned by providing providing services services (e g
g
g
g
providing providing consulting services services as a a a a a a a a a a a a non-employee of parent company/all consolidated consolidated entities/non-consolidated affiliates) to TSMC and all consolidated entities in fin the 2024 financial statements: Dr F C C Tseng
for NT$18 944 515 Note 1:
Note Note 2: Note Note Note 3: Note Note Note 4: Note Note Note 5: Note Note Note 6: Note Note Note 7: Note Note 8:
Directors Directors Directors Directors and and and and and Independent Directors’ remuneration policies procedures standards and and and and and structure as as well as as the the the the linkage to to to to to to to responsibilities risks and and and and and time spent:
1 According to to to to to to to to TSMC’s Articles of of of of of Incorporation the the the the the the the the the the the Board of of of of of Directors Directors Directors Directors is is authorized to to to to to to to to determine the the the the the the the the the the the salary for for the the the the the the the the the the the Chairman Chairman Vice Chairman Chairman and and and and and and and and and Directors Directors Directors Directors taking into account the the the the the the the the the the the extent and and and and and and and and and value of of of of of the the the the the the the the the the the services provided for for the the the the the the the the the management of of of of of of o the the the the the the the the the Corporation and and and the the the the the the the the the standards of of of of of of o the the the the the the the the the industry within the the the the the the the the the R O C C C C and and and overseas 2 The Articles of of of of o of of of Incorporation also also provide provide that the the the the the the the compensation compensation compensation to to to to to to to to to directors directors directors directors shall shall be be no no more than 0 3% of of of of o of of of annual profits and and and and and directors directors directors directors who also also serve as as executive officers of of of of o of of of TSMC TSMC are not entitled
to to to to to to to to to to to to to receive receive compensation compensation compensation to to to to to to to to to to to to to directors directors directors directors directors According to to to to to to to to to to to to to TSMC’s TSMC’s Compensation Compensation and and People Development Committee Charter the the the the distribution of of o of of of of of of compensation compensation compensation to to to to to to to to to to to to to directors directors directors directors directors shall shall be be made in in in in accordance
with TSMC’s TSMC’s “Rules for for Distribution of of of of Compensation Compensation to to to to to to to to to to to to Directors” based on on on on on on on on on on on on the the the the the the the following principles: (1) directors directors directors directors directors who also serve serve as as executive officers of of of of the the the the the the the Company
are not entitled
to to to to to to to to to to to to receive receive compensation compensation compensation (2) the the the the the the the the compensation compensation compensation for for for independent independent independent directors directors directors directors directors may may be be be higher higher than than other directors directors directors directors directors because they they serve serve on on on on on on on on on on on multiple Committees requiring their participation in in in in in in in in discussions and and resolutions according to to to to to to each Committee’s charter and and (3) the the the the the the compensation compensation compensation for for overseas independent independent independent directors directors directors directors may may be be be higher higher than than domestic independent independent independent directors directors directors directors as as they they require additional time to to to to to to attend quarterly meetings in in in Taiwan Former Chairman Chairman Dr Dr Mark Liu retired after the Annual Shareholders’ Meeting on June June 4 4 4 4 2024 2024 Dr Dr C C C C C C C C C C C C C C C C Wei was was elected as as as as Chairman Chairman and Chief Executive Officer (CEO) effective June June 4 4 4 4 2024 2024 Mr Mr Mr Chin-Ching Liu was was appointed as as as as the the representative of of the the National Development Fund succeeding Mr Mr Mr Ming-Hsin Kung on on on June June June 6 2024 2024 2024 The tenures of of Independent Directors Ms Ms Ms Kok-Choo Chen and and Mr Mr Mr Mr Yancey Hai expired on on June 4 4 2024 Ms Ms Ms Ursula M M M M M M M M M Burns Ms Ms Ms Lynn L L L Elsenhans and and Mr Mr Chuan Lin were elected as TSMC’s TSMC’s independent director at TSMC’s TSMC’s Annual Shareholders’ Meeting on on on June June 4 4 4 4 2024 2024 Pensions funded according to to applicable law The compensation of directors was expensed based on on on the the the the the estimated estimated payment amounts amounts amounts If the the the the the actual amounts amounts amounts subsequently paid paid differ differ from the the the the the above estimated estimated amounts amounts amounts the the the the the differences will be recorded in in in in the the the the the year fully paid as as as a a a a a a a a a a a change in in in accounting estimate Note Note 9: The above-mentioned figures include include expenses for for Company
Company
cars and and related reimbursements but do not include include compensation compensation of of of Company
Company
drivers (totaled NT$3 666 280) Note Note 10: Total remuneration of of of the the directors from from TSMC and and from from all consolidated entities in in in in in in 2023 2023 including their employee compensation compensation both accounted for for 0 0 0 0 0 1411% of of of 2023 2023 net income