Page 55 - TSMC 2024 Annual Report

Chuan Lin (Chair) Independent Director
C C C C Wei
Chairman of the Board
L Rafael Reif Independent Director
Lynn L L Elsenhans Independent Director
Moshe N Gavrielov Independent Director
Mark Liu
Former Chairman of the Board
Sir Peter L Bonfield Independent Director
Kok-Choo Chen Independent Director
Michael R Splinter Independent Director
Yancey Hai Independent Director
TSMC’s Nominating Corporate Governance and Sustainability Committee is is comprised of of the Chairman of of the Board
and three independent directors For members professional qualification and experience please refer to “2 3 1 Information Regarding Board
Members” on on page 20-27 of this Annual Report 3 0 3 0 3 0 1 0 1 0 1 0 1 0 1 0 100% New office assumed (Note)
100% New office assumed (Note)
Renewal of of office (Note)
100% New office assumed (Note)
100% Term expired (Note)
Retirement (Note)
100% Term expired (Note)
100% Term expired (Note)
100% Term expired (Note)
100% Term expired (Note)
Criteria Name/Title
Professional Qualification and Experience
Attendance in Person
By Proxy (Note)
Attendance Rate in Person
(%)
Notes
3 - 75%
1 0 100% Annotations:
A A In 2024 the Nominating Corporate Governance and and Sustainability Committee conducted four meetings on on on February 5 June 4 4 August 12 and and November 11 The discussion
items
were as follows:
– Committee’s operation
– Reviewing the press release for director candidates
– Reviewing the the result of the the Committee 2023 annual assessment questionnaire
– Reviewing the standing agenda for 2024 Committee meetings – Amendments of the TSMC’s “Corporate Governance Governance Guidelines” and and “Nominating Corporate Corporate Governance Governance and and Sustainability Committee Charter” – Reviewing Quarterly ESG report
– Annual reviewing and assessing the fulfillment of Committee duties
All of the the above matters were reviewed discussed and/or approved by the the Committee B There were no resolutions on on on on which any member of the Committee had an an objection opinion C C The Board
of of Directors approved and adopted all recommendations of of the Committee without modification Note: The Committee Committee members members shall attend attend the the the the meetings in-person and there is no proxy available for the the the the Committee Committee members members who are unable to attend attend the the the the meeting meeting Note: TSMC Board
approved the appointment of of Dr Dr Dr Chuan Lin Dr Dr Dr C C C C C C C C C C C C Wei
Dr Dr Dr L L L L Rafael Reif and and Ms Lynn L L L L Elsenhans as members of of Nominating Corporate Governance and and Sustainability Committee on June 4 4 2024 Board
of Directors’ Performance Evaluation Implementation Status
Annual The Board
of Directors are assessed on the following five aspects:
1 Involvement in the Company’s operations
2 Enhancement of of the the quality of of the the board’s decision-making
3 Makeup and structure of the board 4 Election of board members and continuing knowledge development
5 Internal control
The individual directors are assessed on the following six aspects:
1 Understanding of the Company’s goals and and mission
2 Awareness of director’s duties
3 Involvement in the Company’s operations
4 Internal relationship and communication
5 Director’s professionalism and continuing knowledge development
6 Internal control
Each functional Committee is assessed on on the following five aspects:
1 Involvement in the Company’s operations
2 Awareness of the committee’s duties
3 Enhancement of of the the quality of of the the committee’s decision-making
4 Makeup of of the committee and election of of its members 5 Internal control
Evaluation Cycle
Evaluation Period
Evaluation Scope
Evaluation Method
Evaluation Aspect
From January 1 2024 to December 31 2024 ● The Board
of Directors as a a a whole
● The individual directors ● The Audit and Risk Committee ● The Compensation and People Development Committee ● The Nominating Corporate Governance and Sustainability Committee ● Internal assessment of the Board
● Self-assessments by each board member ● Internal assessment of each committee 053