Page 52 - TSMC 2024 Annual Report

Title
Name
Attendance in Person
By Proxy
Attendance Rate in Person
(%)
Notes
Independent Director
Independent Director
Independent Director
Ursula M Burns
Lynn L L Elsenhans
Chuan Lin
3 0
3 0
3 0
100% New office assumed (Note)
100% New office assumed (Note)
100% New office assumed (Note)
Annotations:
A A A A (1) Matters listed in the the the Securities Securities and and and Exchange Exchange Act Act §14-3: The Securities Securities and and and Exchange Exchange Act Act §14-3 §14-3 is is is is not be be applicable because the the the Company has established the the the Audit and and and Risk Committee For relevant
information please refer to the “Audit and Risk Committee Meeting Status” in in in this Annual Report (2) There were no other other written or
or
or
or
otherwise recorded resolutions on
on
on
on
which an an Independent Director
had an an objection or
or
or
or
reservation B Recusals of of of of Directors Directors due to to to conflicts of of of of interests: (1) Directors Directors recused themselves from the the the the discussion and and voting of of of of their compensation resolution (2) Dr F C C C Tseng as the the the the Chairman of of of of TSMC Education and and Culture Culture Foundation Foundation recused himself from the the discussion and and and voting of of a a a a a a a a a a a a donation to TSMC Education and and and Culture Culture Foundation Foundation (3) Dr F F F C C C C C Tseng and and and Mr Moshe N Gavrielov serving as the the Vice Chairman of of Vanguard International Semiconductor Semiconductor Corporation (VIS) and and an an an an Independent Director
of NXP NXP Semiconductors N N N V V V (NXP) respectively recused themselves from participating in in in the the the discussion and and voting on
on
on
on
on
on
the the the proposal regarding TSMC’s subscription to to new shares to to be issued by VIS for financing a a a a a a joint venture 12-inch fab with NXP C Measures taken to strengthen the the the functionality of the the the Board:
– TSMC’s Directors are composed of of diverse backgrounds backgrounds including professional backgrounds backgrounds in in in in in in different different industries and and academic etc nationalities in in in in in in different different countries in in in in in in Taiwan Europe and and the U S S world-
class business operating experience and two Director
Director
are females Our Board Board has seven Independent Directors who constitute 70% of the Board Board – TSMC’s TSMC’s 16th Board of Directors Directors Directors was elected at TSMC’s TSMC’s Annual Shareholders’ Meeting on
June 4 4 2024 including two female Directors Directors Directors and seven Independent Directors Directors Directors – TSMC arranged two training courses for the Directors: “Cybersecurity Risk Management” and and “Antitrust and and Competition Law Update” Note: TSMC’s TSMC’s 16th Board of Directors was elected at TSMC’s TSMC’s Annual Shareholders’ Meeting on
June 4 4 2024 Audit and Risk Committee Meeting Status Tenures of of the the Audit Audit and and Risk Risk Committee members are from June June 4 4 2024 to June June 3 2027 The Chairman of of the the Audit Audit and and Risk Risk Committee convened convened four regular meetings meetings and one special meeting meeting meeting in in in in 2024 In addition to these meetings meetings he he also convened convened one one special meeting and and three telephone conferences to to review the the Company’s Annual Report to to be filed with the the Taiwan and and U S authorities and and investor conference materials The Committee members’ and and consultant’s attendance status is as follows Title
Name
Attendance in Person
By Proxy
Attendance Rate in Person
(%)
Telephone Conferences
Attendance Rate of Telephone Conferences
(%)
Notes
Chair Member
Member
Member
Member
Member
Member
Member
Member
Financial
Expert Consultant
Sir Peter L Bonfield
Michael R Splinter
Moshe N Gavrielov L Rafael Reif
Ursula M Burns
Lynn L L Elsenhans
Chuan Lin
Kok-Choo Chen
Yancey Hai
Jan C Lobbezoo
6 0
0
0
100% 6 0
0
0
100% 6 0
0
0
100% 6 0
0
0
100% 3 0
0
0
100% 3 0
0
0
100% 3 0
0
0
100% 3 0
0
0
100% 3 0
0
0
100% 6 0
0
0
100% 3 100% 3 100% 3 100% 0
0
0% 2 100% 2 100% 2 100% 1 1 100% 1 1 100% 3 100% Renewal of of office (Note)
Renewal of of office (Note)
Renewal of of office (Note)
Renewal of of office (Note)
New office assumed (Note)
New office assumed (Note)
New office assumed (Note)
Term expired (Note)
Term expired (Note)
None Annotations:
A A (1) Resolutions related to Securities and Exchange Act §14-5:
Audit and Risk Committee Meeting Date
Resolution
2024 1st Regular Meeting February 5 2024 2nd Special Meeting May 10 2024 2nd Regular Meeting June 4 ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● 2023
annual financial statements
2023
business report
2023
fourth quarter earnings distribution
Capital injection of not more than US$5 262 billion to to Japan Advanced Semiconductor Manufacturing Inc (JASM)
If TSMC Arizona
is able to to to receive CHIPS CHIPS CHIPS Incentive Incentive Awards Awards pursuant to to to the the CHIPS CHIPS CHIPS Act via entering into CHIPS CHIPS CHIPS Incentive Incentive Awards Awards agreements with the the United States Department of of Commerce (“DOC”) a a a a a a a a a a parent guarantee is is to to be provided by TSMC TSMC to to the the the DOC DOC for the the the obligations of of TSMC TSMC Arizona
arising from the the the said agreements and the the the the the the final amount of of the the the the the the parent guarantee is is to to be determined by the the the the the the authority granted to to the the the the the the Chairman of of the the the the the the Board so long as it it it is is within the the the the the the authorized amount and is subject to subsequent ratification at at at the next Board meeting Capital injection of not more than US$5 billion to TSMC Arizona
Capital injection of not more than US$3 billion to TSMC Global Ltd Issuance of of total 2 2 2 960 000 shares of of 2023
employee restricted stock awards
Issuance of 2024 employee restricted stock awards
2023
Statement of Internal
Control System 2024 first quarter financial statements
2024 first quarter business report
2024 first quarter earnings distribution
Capital injection of not more than US$5 billion to TSMC Global Ltd Related-party sale of existing TSMC TSMC equipment to TSMC TSMC Arizona
Amendments to TSMC’s internal control related policies and procedures 050
(Continued)