Page 51 - TSMC 2024 Annual Report

3 3 2 3 3 Nominating Corporate Governance and Sustainability Committee The Nominating Corporate Governance and Sustainability Committee assists the the the Board in in in in in strengthening the the the selection mechanism for for directors directors building diversified and and professional board selecting candidates for for nomination to to to be elected as independent directors directors to the Board and and advising on corporate governance and and sustainability matters According to to to its Charter the the the Committee shall be composed of of the the the Chairman of of the the the Board and three to to to six independent directors Currently the the the Committee consists of of the the the Chairman of of the the the Board and three Independent Directors The Nominating Corporate Governance and Sustainability Committee is authorized by its Charter to hire independent legal financial and other advisors as it it it may deem necessary to fulfill its responsibilities 3 2 4 Corporate Governance Officer The Board of of Directors appointed Ms Sylvia Fang the the Senior Vice President and General Counsel of of TSMC as the the Corporate Governance Officer responsible for corporate governance matters matters including handling of matters matters relating to Board Audit and and Risk Committee Committee Committee Compensation and and People Development Committee Committee Committee Nominating Corporate Governance and and Sustainability Committee Committee Committee and and Shareholders’ meetings in in in in in in compliance with law assistance in in in in in in onboarding and and continuing education of of directors provision of of information required for for for performance of of duties by directors directors and assistance in in directors’ compliance of of law etc For details on on performance of duties by the Corporate Corporate Governance Governance Officer please refer to “3 Corporate Corporate Governance” on on page 40-67 of this Annual Report 3 2 5 Director and Committees Members’ Attendance
Each Director is expected to to attend every Board meeting meeting and the the Committees meeting meeting on which he he he he or or she serves In 2024 the the average Board Meeting attendance attendance rate rate was 97 02% and and and the the attendance attendance rate rate for the the Audit and and and Risk Committee Compensation and and and People Development Committee Committee and and Nominating Corporate Governance and and Sustainability Committee’s Meetings were 100% 100% and 97 5% respectively Board of Directors Meeting Status
Tenures of of of of the the Board Board of of of of Directors Directors members are from June June 4 4 2024 to to to June June 3 2027 TSMC’s Chairman of of of of the the Board Board of of of of Directors Directors convened four regular meetings meetings and two special meetings meetings in in in 2024 The directors’ attendance status is as follows Title
Name Attendance
in Person
By Proxy
Attendance
Rate in Person
(%)
Notes
Representative of National Development Fund Executive Yuan:
Ming-Hsin Kung
Chin-Ching Liu
3 2 1 0 75% 100% Former Chairman Chairman and Chief Executive Officer Director Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Mark Liu
C C C C Wei
F C Tseng
Sir Peter L Bonfield Kok-Choo Chen
Michael R Splinter Moshe N Gavrielov Yancey Hai
L Rafael Reif
3 6 6 6 3 6 6 3 5 0 0 0 0 0 0 0 0 0 100% 100% 100% 100% 100% 100% 100% 100% 83 33%
Term expired (Note) Renewal of of office (Note) Renewal of of office (Note) Mr Chin-Ching Liu
was appointed as the the representative of the the National Development Fund succeeding Mr Ming-Hsin Kung
on June 6 2024 Renewal of of office (Note) Renewal of of office (Note) Term expired (Note) Renewal of of office (Note) Renewal of of office (Note) Term expired (Note) Renewal of of office (Note) 049
(Continued)