Page 45 - TSMC 2024 Annual Report

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substantial time and and effort to communicate with the the Board Board The Board Board would comment on the the risk and and probabilities for for success of the proposed corporate strategies strategies The Board also periodically oversees those strategies’ implementation and and outcomes and and may suggest the the management team to to make adjustments to to the the strategic goals and objectives if necessary Nomination and Election of Directors TSMC envisions the the membership of of of of its esteemed Board of of of of Directors to to be be composed of of of of highly ethical professionals with the the necessary knowledge experience as as world-class business
leaders and and understanding from diverse backgrounds TSMC’s Board of Directors members are nominated via rigorous selection processes The Company established the “Guidelines for Nomination of Directors ” which detail the the procedures and and and criteria for for the the nominating qualifying and and and evaluating director candidates for for consideration by the the the Board of Directors Additionally the the the “Corporate Governance Guidelines” outline the the the criteria for evaluating candidates for election by shareholders These criteria include professional knowledge experience business
judgment commitment to the Company’s core values and and reputation for ethical conduct and and leadership Diversity of backgrounds (including gender age and and culture) of Board members shall also be be considered The “Nominating Corporate Governance and and Sustainability Committee” will recommend Independent Independent Director Director candidates to to to the Board of of Directors for nomination The independence of of each Independent Independent Director Director candidate candidate is also considered and and and assessed under relevant laws Directors shall be elected pursuant to to to the candidate candidate nomination system specified in in Article 192-1 of of of the R O C C Company Law The tenure of of of office for Directors shall be three years Under R O C C law in in in in which TSMC was incorporated any shareholders holding one percent or or or or more of our total outstanding common shares may nominate their own candidate to stand for election as a a a a a a a a a a a a Board member This democratic mechanism allows our shareholders to become involved in in in in the selection and and and nomination process of of Board candidates candidates The final slate of of candidates candidates is put to the the shareholders shareholders for voting at the the relevant annual shareholders’ meeting Taking the the position that directors who over time have developed increasing knowledge experience and insight into the the semiconductor industry and and and deeper understanding of of the the the operations of of the the the Company can better perform their duties and and and provide an an an increasing contribution and value to the the the shareholders of the the the Company Except as as otherwise provided in in in applicable regulations regarding the the the tenure limits limits of of independent directors there are no limits limits on the the the number of of terms that a a a a a director director may serve The Board Board will however assess director tenure on on on an on-going basis to to to ensure the Board Board continues to to to benefit from new perspectives Directors’ Compensation According to to to TSMC’s Articles of of Incorporation the the the Board of of Directors is authorized to to to determine the the the salary for the the the Chairman Vice Chairman and and Directors taking into account the the the the extent and and value of of the the the the services provided for the the the the management of of the the the the Corporation and and and the the the standards of the the the industry within the the the R O C and and and overseas TSMC’s Articles of of of Incorporation also state that not more than 0 3
percent of of of our annual profits may be distributed as compensation to to to to to our directors directors In addition directors directors who also serve as executive officers of of the Company are not entitled to to to to to receive any any director director director compensation compensation According to TSMC’s Compensation and People Development Committee Charter the distribution of compensation compensation to to to to directors shall be made in in accordance with TSMC’s “Rules for Distribution of Compensation to to to to Directors” based on on on the following principles: (1) directors who also serve as executive officers of of the the Company are not entitled to to receive compensation (2) the the compensation for Independent Directors Directors may be be higher than other Directors Directors because they serve on on multiple Committees requiring their participation in in discussions and and resolutions according to each Committee’s charter and and (3) the the compensation for overseas Independent Independent Directors Directors may be higher than domestic Independent Independent Directors Directors as they require additional time to to to attend quarterly meetings in in Taiwan