Page 46 - TSMC 2024 Annual Report

Directors’ Directors’ Professional Qualifications and Independent Directors’ Directors’ Independence Status
Criteria Name/Title
Professional Qualification and Experience
Independent Directors’ Independence Status
Number of Other Taiwanese Public Companies Concurrently Serving as an an Independent Director C C C C Wei
Chairman and Chief Executive Officer
F C Tseng Director Chin-Ching Liu Director Sir Peter L Bonfield Independent Director Michael R Splinter Independent Director Moshe N Gavrielov Independent Director L Rafael Reif Independent Director Ursula M Burns Independent Director Lynn L L Elsenhans Independent Director Chuan Lin Independent Director For Directors’ professional qualification and experience please refer to “2 3 1 Information Regarding Board Members” on page 20-27 of this Annual Report None of the Directors has been in or or is under any circumstances stated in Article 30 of the Company Law (Note 1)
Not Applicable
1 1 All Independent Directors meet the requirements outlined in in Article 14-2 of 0 “Securities and and Exchange Act” and and “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) issued 0 by Taiwan’s Financial Supervisory Commission
2 For information on on Independent Directors (or nominee arrangement) as as well as as his/
her spouse and minor children’s shareholding of of TSMC common shares please refer 0 0 to “2 3 1 Information Regarding Board Members” on on page 20-27 of this Annual Report 3 None of the Independent Directors have received compensation or or or benefits for providing to the Company or or its affiliates: (1) any any audit service or or (2) commercial legal financial accounting services services or other services services within the the recent two years
0 0 0 1 Note 1: 1 1 Having committed an an an an offence as as as specified in in in in in in the the the the the Statute for Prevention of of of of of Organizational Crimes and and subsequently convicted of of of of of a a a a a a a a a a a a a a a a a a a crime and and has has not not not started serving serving serving the the the the the sentence sentence sentence has has not not not completed serving serving serving the the the the the sentence sentence or or or or five years
have not elapsed since completion of of of of of of of serving the the the the the sentence sentence expiration of of of of of of of the the the the the probation or or or or pardon 2 Having committed the the the the the the the the offence in in in in in in in in terms of of of of of of of of fraud breach of of of of of of of of trust or or or or or or or misappropriation and and subsequently convicted with imprisonment for a a a a a a a a a a a a a a a a a a a a a a a a a term term of of of of of of of of more than one year year year and and has has not not not not started serving serving serving serving the the the the the the the the sentence sentence sentence sentence has has has not not not not completed completed serving serving serving the the the the the the the sentence sentence sentence sentence or or or or or or two years
have not not not not elapsed since completion of of of of of of of of serving serving serving the the the the the the the sentence sentence sentence sentence expiration of of of of of of of of the the the the the the the probation or or or or or or pardon 3 Having committed the the the the the the the the the offense as as as as specified in in in in in in in in in the the the the the the the the the Anti-corruption Act and and subsequently convicted of of of of of of a a a a a a a a a a a a a a a a a a a a a crime and and has has has not not not not not started serving serving serving serving serving the the the the the the the the the sentence sentence sentence sentence sentence sentence has has has not not not not not completed completed serving serving serving serving serving the the the the the the the the the sentence sentence sentence sentence sentence sentence or or or or or two two years
years
have not elapsed since completion of of of of of of serving the the the the the sentence expiration of of of of of of the the the the the probation or or or pardon 4 Having Having been been been adjudicated adjudicated bankrupt or or or or or adjudicated adjudicated of of of of of of the the the the commencement of of of of of of liquidation process by a a a a a a a a a a a a a a a a a a a a a a court and and and having not not not been been been reinstated to his/her rights and and and privileges 5
Having Having Having been been dishonored for unlawful use of of of of credit instruments and and the the term of of of of such sanction has not expired yet or or or or or 6 Having Having Having no no or or or only limited disposing capacity 7 7 Having Having been been adjudicated of of of the the commencement of of of assistantship assistantship and such assistantship assistantship having not been been revoked yet Note 2: 1 Not Not Not a a a a a a a a a a a a a a a a a a a a a a governmental juridical person or or or its representative as as as as defined in in fin in in in Article 27 of of of the the the Company Law 2 2 Not Not serving concurrently as as an an an an an an an independent director on on on on more than three other Taiwanese public companies fin in in in in in in in in total 3 During the the the the the two years
before being elected and during the the the the the term of of of of of office meet any any any of of of of of the the the the the following situations:
(1) Not Not an an an an an an employee of of of of the the the the company company or or or or or or any any any any of of of of its its affiliates (2) Not Not Not a a a a a a a a a a a a a a a director or or or or or supervisor of of of of the the the company company or or or or or any any any any of of of of its its affiliates affiliates (3) Not Not a a a a a a a a a a a a a a a a a a a a a natural-person shareholder shareholder who holds shares shares together with those held held by by the the the the the the the person’s spouse minor children or or or or or or or or or held held by by the the the the the the the person person person under others’ names in in an an an an an aggregate amount of of of of of of of one one percent
or or or or more of of of of of of the the the the the the total number of of of of of of issued shares shares of of of of of of the the the the the the company or or or or ranks as one of of of of of of its top ten shareholders (4) Not a a a a a a a a a a a a a a a a a a a a spouse relative relative within within the the the the the the the the second degree degree of of of of of of of of of of of kinship kinship or or or or or lineal relative relative within within the the the the the the the the third degree degree of of of of of of of of of of of kinship kinship of of of of of of of of of of of any any any of of of of of of of of of of of the the the the the the the the officer in in in in in in in in in the the the the the the the the preceding preceding (1) subparagraph subparagraph or or or or or of of of of of of of of of of of any any any of of of of of of of of of of of the the the the the the the the above persons in in in in in in in in in the the the the the the the the preceding subparagraphs (2) and (3) (5) Not a a a a a a a a a a a a a a a a a a a a a director director supervisor or or or or or or or employee of of of of of of a a a a a a a a a a a a a a a a a a a a a legal entity that directly holds five five percent
or or or or or or or more of of of of of of the the the the total number of of of of of of issued shares of of of of of of the the the the company company ranks as as as of of of of of of its top five five shareholders or or or or or or or has representative director(s) serving on on the the the the company’s board board based on on Article 27 of of of of of of the the the the Company Law (6) Not Not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a director director director supervisor supervisor or or or or or or or or or or or or or or employee employee of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a company company company company company company of of of of of of of which which the the the the the the the the the majority of of of of of of of board board seats or or or or or or or or or or or or or or voting shares is is is controlled by a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a company company company company company company that also also controls the the the the the the the the the same of of of of of of of the the the the the the the the the company company company company company company (7) Not Not Not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a director director director supervisor supervisor supervisor or or or or or or or or or or or or or or or or or or or or employee employee of of of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a company company company company company company company of of of of of of of of of which which the the the the the the the the the chairman chairman or or or or or or or or or or or or or or or or or or or or CEO
CEO
(or (or equivalent) equivalent) themselves or or or or or or or or or or or or or or or or or or or or their spouse also also serve as as the the the the the the the the the company’s chairman chairman or or or or or or or or or or or or or or or or or or or or CEO
CEO
(or (or equivalent) equivalent) (8) Not Not a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a director director director director supervisor supervisor supervisor officer officer or or or or or or or or or or or or or or or or or or or or or or shareholder holding five percent
or or or or or or or or or or or or or or or or or or or or or or more of of of of of of of of of the the the the the the the the shares of of of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a specified company company company company or or or or or or or or or or or or or or or or or or or or or or institution that has has a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a financial or or or or or or or or or or or or or or or or or or or or or or business relationship with the the the the the the the the company company company company and (9) Neither a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a director director director nor his/her spouse has has in in fin in in in fin in in in any any any any any capacity whatsoever whether as as as a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a professional individual owner partner director director director supervisor supervisor or or or or or or or or or or or or or or or or officer officer of of of of of of of of a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a sole proprietorship or or or or or or or or or or or or or or or or any any any any any type of of of of of of of of legal legal entity provided to to to to to TSMC and its its affiliates: (1) any any any audit service service service or or or or or or or or or (2) commercial legal legal financial accounting services services or or or or or or or or or other services services of of of of of which its its total compensation exceeding NT$500 000 within the the the the recent two years
Board Diversity and Independence TSMC’s Board of Directors members are nominated via rigorous selection processes The Company established the “Guidelines
for for Nomination of Directors ” which detail the the procedures and and criteria for for the the nominating qualifying 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 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 The Board also considers diversity in in terms of gender age and and cultural backgrounds TSMC aims to achieve both diversity and and independence on its Board Currently 044