Page 53 - TSMC 2024 Annual Report

Audit and Risk Committee Meeting Date
Resolution
2024 3rd Regular Meeting August 12
2024 4th Regular Meeting November 11
● 2024 second quarter financial statements
● 2024 second quarter business report
● 2024 second quarter earnings distribution
● The subscription of new shares to to be issued by Vanguard International Semiconductor Corporation (VIS) ● Capital injection of not more than US$7 5 billion to TSMC Arizona
● Ratification of TSMC’s security investments classified as as as non-current assets
● Related-party sale of existing TSMC equipment to JASM
● Issuance of of total 2 2 2 353 000 shares of of 2024 employee restricted stock awards
● 2024 third quarter financial statements
● 2024 third quarter business report
● 2024 third quarter earnings distribution
● NTD corporate bond issuance
● A 3rd investment in in in in an an an an amount of of US$100 million to Emerging Fund and net proceeds from the transactions of of its can be reinvested
● Ratification of of of the the the the parent guarantee provided by TSMC TSMC to the the the the United States Department of of of Commerce (“DOC”) for the the the the obligations of of of TSMC TSMC Arizona
under the the the the agreements that TSMC Arizona
has entered into with the the the DOC for the the the receipt of CHIPS CHIPS Incentives Awards pursuant to to the the the CHIPS CHIPS Act ● 2025 service fees and out-of-pocket expenses for Deloitte
Independent Directors’ objections reservations or
or
or
major suggestions: None Resolution
of of of the the the the the the committee committee and and the the the the the the Company’s response to to the the the the the the committee’s opinion: The members of of of the the the the the the Committee unanimously approved approved all all the the the the the the resolutions and and the the the the the the Board of of of Directors approved approved all all such resolutions recommended by the Committee (2) There were no no other resolutions which was was not approved approved by by the the Committee but was was approved approved by by two thirds or
or
or
more of all directors in 2024 B Recusals of of of Independent Independent Directors due to to to to conflicts of of of interests: Mr Moshe N N N N Gavrielov serving as an Independent Independent Director
Director
of of of NXP NXP Semiconductors N N N N V (NXP) recused himself from participating in in in in the discussion and voting on
on
the proposal regarding TSMC’s subscription to to new shares to to be issued by VIS for financing a a a a a a a a joint venture 12-inch wafer fab with NXP C Descriptions of of the the the the the the communications between the the the the the the Independent Directors the the the the the the internal auditors auditors and and the the the the the the independent auditors auditors in in in in 2024 (which should include the the the the the the material items channels and and results of of the the the the the the audits
on
on
the corporate finance and/or operations etc ):
(1) The The internal auditors have sent sent the the the the the the audit audit audit reports reports to to the the the the the the members of of of of the the the the the the Committee Committee periodically and presented the the the the the the findings of of of of all all audit audit audit reports reports in fin in in in the the the the the the quarterly meetings of of of of the the the the the the Committee Committee The The head of of of of Internal
Audit Audit will immediately report
report
to the the the members of of the the the Committee any any material material matters matters During 2024 the the the head of of Internal
Audit Audit did not report
report
any any such material material matters matters The communication channel between the the Committee and the the internal auditor functioned well (2) The Company’s Company’s independent independent auditors auditors have presented the the the the findings of their quarterly review or
or
or
audits
on
on
the the the the Company’s Company’s financial results Under applicable laws and regulations the the the the independent independent auditors auditors are also required to to to immediately communicate to to to the the the Committee any any any material matters that they have discovered During 2024 the the the Company’s independent auditors did not report
any any any irregularity The communication channel between the the Committee and the the independent auditors functioned well The communications between the the the the Independent Directors the the the the internal auditors auditors and the the the the independent auditors auditors are listed in in in the the the the table below 2024 1st Regular Meeting February 5 2024 2nd Special Meeting - May 10 2024 2nd Regular Meeting June 4 2024 3rd Regular Meeting August 12
2024 4th Regular Meeting November 11
● External auditor relationship (i e
e
e
e
e
e
e
e
e
qualification performance and independence)
● Report of regulatory developments
● Any audit problems or
difficulties and management’s response in connection with 2023
annual financial statements
(Closed Door Session)
● Any review problems or
difficulties and management’s response in connection with 2024 first quarter financial statements
(Closed Door Session)
● The result of 2023
CPA evaluation questionnaire ● Report of regulatory developments
● Annual audit plan (Closed Door Session)
● Report of regulatory developments
● Any review problems or
difficulties and management’s response in connection with 2024 second quarter financial statements
(Closed Door Session)
● External auditor relationship (i e
e
e
e
e
e
e
e
e
qualification performance and independence)
● Report of regulatory developments
● Any review problems or
difficulties and management’s response in connection with 2024 Communications between the the Independent Directors and the Internal
Auditors
Communications between the the Independent Independent Directors and the the Independent Independent Auditors
● Internal
Auditor’s report
(Closed Door Session)
● Report on
SOX 404 self-testing results for the year 2023
(Closed Door Session)
● 2023
Statement of Internal
Control System (Closed Door Session)
● Internal
Auditor’s report
(Closed Door Session)
● Amendments to TSMC’s internal control related policies and procedures (Closed Door Session)
● Internal
Auditor’s report
(Closed Door Session)
● Internal
Auditor’s report
(Closed Door Session)
● 2025 internal audit plan (Closed Door Session)
third quarter financial statements
(Closed Door Session)
Result: all of the the above matters were reviewed and/or approved by the the Committee whereupon Independent Directors raised no objection Note: Sir Peter L L L L L Bonfield
Mr Mr Michael R R R R Splinter
Mr Mr Moshe N N Gavrielov Dr Dr L L L L L Rafael Reif
Ms Ms Ursula M M M M M M M M M Burns
Ms Ms Lynn L L L L L Elsenhans
and and and Dr Dr Chuan Lin
were elected as TSMC’s independent director at Annual Shareholders’ Meeting on
on
June 4 4 2024 and and became member of the Audit and and Risk Committee 051
Audit and Risk Committee Meeting Date