Page 56 - TSMC 2024 Annual Report

054
The Company completed self-assessments of Board Board and and each Committee performance in 2024 and and reported the the results to the the Board Board and and each Committee at its first quarter meeting in in 2025 for for review and and improvement The weighted average score for for the overall performance of of of of the Board of of of of Directors is 4
4
73 out of of of of 5 that included an an average score of of of of 4
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78 on a a a a a a a a a a particular assessment item “The board has sufficient discussions over the the Company’s involvement in in the the implementation of ESG programs” The weighted average score for for the the the performance of of the the the individual directors is 4
4
84 out of of 5 As demonstrated the the the overall board’s operation has been effective On a a a a a a a scale out of of 5 the the weighted average scores for for self-assessed performance results of of the the Audit and Risk Committee the the Compensation and and and People Development Committee Committee and and and the the Nominating Corporate Governance and and and Sustainability Committee Committee are 4
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4
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79 4
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84 and 4
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4
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63 respectively As demonstrated each committee’s operation has been effective 3 3 3 3 Major Decisions of Shareholders’ Meeting Meeting and Board Meetings
3 3 3 3 1 Major Resolutions of Shareholders’ Meeting and Implementation Status
TSMC held 2024 2024 Annual Shareholders’ Meeting in in in in in Hsinchu Taiwan on June 4
4
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2024 2024 At the meeting shareholders present in in in in in person or by proxy approved the following resolutions:
(1) The 2023 Business Report and and Financial Statements Consolidated revenue totaled NT$2 161 74 billion and and net income was
NT$838 50 billion with diluted earnings per share of NT$32 34 (2) The revisions to the Articles of Incorporation (3) The issuance of employee restricted stock awards for the year 2024 and Directors Directors Directors Election: Election Election of ten Directors Directors Directors (including seven Independent Directors)
Implementation Status
All the the the resolutions resolutions of the the the Shareholders’ Meeting have been fully implemented in in accordance with the the the resolutions resolutions The ten newly elected directors were Dr Dr Dr C C C C C C Wei Dr Dr Dr F C C C Tseng Dr Dr Dr Ming-Hsin Kung (Representative of National Development Fund Executive Yuan) Sir Peter L Bonfield (Independent (Independent Director) Director) Mr Mr Michael R Splinter (Independent (Independent Director) Director) Mr Mr Moshe N Gavrielov (Independent (Independent (Independent Director) Director) Director) Dr L L L Rafael Reif (Independent (Independent (Independent Director) Director) Director) Ms Ms Ursula M M M Burns (Independent (Independent (Independent Director) Director) Director) Ms Ms Lynn L L L Elsenhans (Independent (Independent Director) Director) and Dr Chuan Lin (Independent (Independent Director) Director) 3 3 3 3 2 Major Resolutions of Board Meetings
During 2024 and as of of the date of of this Annual Report major resolutions approved at at Board meetings are summarized below: (1) Regular Board Meeting of February 5 & 6 2024:
● ● ● ● ● ● ● approving the 2023 Business Report and Financial Statements approving the the distribution of of a a a a a a a NT$3 50 per share cash dividend for the the fourth quarter of of 2023 and setting June 19 2024 as as the record date for common stock shareholders entitled to to participate in this cash dividend distribution approving distribution of of employees’ business performance bonus and profit sharing for for 2023 approving capital appropriations of of approximately US$9 421 48 million for purposes including: 1 1 Installation of of advanced technology technology capacity capacity 2 Installation of advanced packaging mature and/or specialty technology technology capacity capacity 3 Fab construction and installation of of fab facility systems including construction of of the the the Zero Waste Manufacturing Center at at the the the Southern Taiwan Science Park 4
Capitalized leased assets approving the capital injection of not more than US$5 262 billion to to Japan Advanced Semiconductor Manufacturing Inc (JASM) approving the capital injection of of not more than US$5 billion to TSMC TSMC Arizona a a a a a a a wholly-owned subsidiary of of TSMC TSMC approving the the capital injection of of not more than US$3 billion to TSMC TSMC Global Ltd a a a a a a a wholly-owned subsidiary of of TSMC TSMC for the the purpose of reducing foreign exchange hedging costs