Page 44 - TSMC 2024 Annual Report

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1 Overview
TSMC advocates and and acts upon the the principles of operational transparency and and respect for shareholder rights We believe that the the basis for successful corporate governance is is is a a a a a a a sound and effective Board Board of of Directors In line with this principle TSMC Board Board of of Directors delegates various responsibilities and and authority to to three Board Committees Audit and and Risk Committee Committee Compensation and and and People Development Committee Committee Committee and and and Nominating Corporate Governance and and and Sustainability Committee Committee Committee Each Committee’s chairperson regularly reports to the Board on on on its activities and recommendations 3
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Board of Directors Board Structure
TSMC’s Chairman Dr Mark Liu retired from the the the Company after the the the Annual Shareholders’ Meeting on June 4 4 2024 At the the the meeting TSMC shareholders elected a a a a a a a new Board of Directors which then convened to to elect elect Dr C C C C C C C C C C Wei as Chairman and Chief Executive Officer (CEO) TSMC’s Board of of of Directors consists of of of ten distinguished members with a a a a a a great breadth of of of experience as as world-class business
leaders or or professionals We deeply rely on on on them for their diverse knowledge personal perspectives and solid business
judgment These professionals include citizens from Taiwan Europe and the U S with world-class business
operating experience The The current board members are: Chairman Dr Dr C C C C C C C C C C C C Wei Dr Dr F F C C C C C C Tseng Mr Chin-Ching Liu (Representative of the National Development Fund Executive Yuan) Sir Peter L Bonfield (Independent (Independent Director) Director) Mr Mr Michael R Splinter (Independent (Independent Director) Director) Mr Mr Moshe N Gavrielov (Independent (Independent (Independent Director) Director) Director) Dr L L L Rafael Reif (Independent (Independent (Independent Director) Director) Director) Ms Ms Ursula M M M Burns (Independent (Independent (Independent Director) Director) Director) Ms Ms Lynn L L L Elsenhans (Independent (Independent Director) Director) and Dr Chuan Lin (Independent (Independent Director) Director) Board Responsibilities
Inheriting the the spirit of of TSMC’s Founder Dr Morris Chang’s philosophy on corporate governance under under the the leadership of of Chairman Dr C C C C C C Wei TSMC’s Board of Directors takes a a a a a a a a a a serious and and and forthright approach to to its duties and and and is a a a a a a a a a a dedicated competent and and and independent Board The Board’s primary duty is is to supervise the Company’s compliance with relevant laws and regulations financial transparency timely disclosure of of of material information and maintaining of of of the highest integrity TSMC’s Board of of of Directors strives to to perform these responsibilities through its Audit and and Risk Committee Committee Compensation and and People Development Committee Committee Nominating Corporate Governance and and Sustainability Committee Committee the the hiring of a a a a a a a a a a financial expert consultant for the the Audit and and Risk Committee Committee and coordination with our Internal Audit department The second duty of of of of the the Board of of of of Directors is is is to to to appoint and dismiss officers of of of of the the Company when necessary to to to evaluate management management performance and to review the succession plan for for senior executives TSMC’s management management has maintained a a a a a a a a a a a a healthy and and functional communication with the the Board Board of of Directors has been devoted in in executing guidance of of the the Board Board and and is dedicated in in in in running the the business
operations all to achieve the the best interests for TSMC shareholders The third duty of of the Board of of Directors is to to resolve critical matters such as capital appropriations investment activities dividends etc The fourth duty of of the the Board of of Directors is is to to to provide guidance to to to the the Company’s management management team and risk management management In each quarter TSMC’s management reports to the Board on various subjects (including ESG programs) and and strategies and and spends