Page 50 - TSMC 2024 Annual Report

Under R R O C C C law the membership of of audit committee shall consist of of all all independent directors TSMC’s Audit and Risk Committee satisfies this statutory requirement The Committee also engaged a a a a a a a a a a financial expert consultant in in accordance with the rules of the the U S S Securities and and Exchange Commission The Audit and and Risk Committee annually conducts self-evaluation to assess the the Committee’s performance and identify areas for for further attention TSMC’s Audit and Risk Committee is is empowered by its Charter to to conduct any study or investigation it it it it deems appropriate to to fulfill its responsibilities It has direct access to to to TSMC’s internal auditors auditors the the Company’s independent auditors auditors and all employees of the the Company The Committee is authorized to retain and oversee special legal accounting or or other consultants as it it deems appropriate to fulfill its mandate 3 2 2 2 2 Compensation and People Development Committee The Compensation and People Development Committee assists the Board in in discharging its responsibilities related to TSMC’s compensation compensation and and and benefits policies plans and and and programs in evaluation of of of compensation compensation of of of TSMC’s directors of of of the Board and and and executives executives and the the the the the review of of of the the the the the pipeline planning of of of the the the the the Company’s senior executives executives to ensure the the the the the long-term sustainability of of of the the the the the Company The members of the the Compensation and People Development Committee are appointed by by the the Board as required by by R O C C C law According to to its charter the the Committee shall consist of of no fewer than three independent directors of of the the Board The Chairman of the the the the Board and and the the the the Chief Executive Officer are are invited by the the the the Committee to attend all meetings and and are are excused from the the the the Committee’s discussion of of their own compensation Currently the the Committee Committee consists of of four Independent Directors TSMC’s Compensation and People Development Committee is is authorized by its charter to to retain an an an independent consultant to to assist in the evaluation of of CEO’s or executive officer’s compensation Information Regarding Compensation and People Development Committee Members
Criteria Name/Title
Professional Qualification and Experience
Independent Directors’ Independence Status
Number of Other Taiwanese Public Companies Concurrently Serving as a a a a Compensation Committee Member Michael R Splinter (Chair) Independent Director Sir Peter L Bonfield Independent Director Moshe N Gavrielov Independent Director Ursula M Burns Independent Director TSMC’s Compensation and People Development Committee is is comprised of four Independent Directors For members professional qualification and experience please refer to “2 3 1 Information Regarding Board Members” on page 20-27 of this Annual Report 1 1 All the the Committee members meet the the requirements of of Article 14-6 of of “Securities 0 and and Exchange Act” and and the the requirements of “Regulations Governing the the Appointment and Exercise of of Powers by the the the Compensation Committee of of a a a a a a a a 0 Company Whose Stock Stock is is Listed on the the Taiwan Stock Stock Exchange or the the Taipei
Exchange” (Note) issued by Taiwan’s Financial Supervisory Commission 2 For information on on on the Committee members (or nominee arrangement) as as well 0 as his/her spouse and minor children’s shareholding of TSMC common shares please refer to “2 3 1 Information Regarding Board Members” on on page 20-27 of this Annual Report 0 0 3 None of the Committee members have received compensation or benefits for providing to the Company or or or its affiliates: (1) any any audit service or or or (2) commercial legal financial accounting services services or other services services within the the recent two years
Note: During the the the the two years
before being elected and during the the the the term of of of of of office meet any any any of of of of of 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) (3)
(4) (5)
(6) (7) (8) (9)
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 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 or 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 ranks as one of of of of of of its top ten shareholders 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 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 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)
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 company’s board board based on on Article 27 of of of of of the the the Company Law 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 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 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 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 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) 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 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
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