Page 59 - TSMC 2024 Annual Report

3 Composition and Responsibilities of of the Board of of Directors (1) Has the Board of Directors established a a a a a a diversity policy set goals and implemented them accordingly?
(2) Other than the the the compensation committee committee and the the the audit committee committee which are required by law does the the Company plan to set up other Board committees?
(3) Has the the Company established methodology for for evaluating the the performance of of of its Board of of of Directors on an an annual basis reported the results of of of performance to to the the Board of Directors and use the the results as reference for for directors’ remuneration and renewal?
None Assessment Item
Implementation Status
Non- implementation and Its Reason(s)
Yes
No Explanation
(1) Please refer to to “3 2 Board Board of Directors – Board Board Diversity and Independence” on page 44-45 of this Annual Report (2) Audit Audit and and Risk Committee Committee (Audit Committee Committee is is founded in 2002 and and renamed in 2023) Compensation Compensation and People Development Committee (Compensation Committee is founded in in in in 2003 and renamed in in in in 2023) Nominating Corporate Governance and Sustainability Committee (founded in in in 2023) ESG Steering Committee (founded in 2019): is formed by the Company’s management team and chaired by by Chairman ESG Committee (founded in 2011): is formed by by the the Company’s executive team and reports quarterly to the the Board/Nominating Corporate Governance and Sustainability Committee on on the implementation of plans and results (3) As TSMC’s corporate governance concept the Board of Director’s primary responsibility is is to supervise evaluate the management’s performance and dismiss officers of of the the Company when necessary resolve the the important concrete matters and provide guidance to the management team TSMC’s Board of of of Directors consists of of of distinguished members with a a a a great breadth of of of experience as as world-class business leaders or or professionals and adhere high ethical standards and and commitment to the Company Each quarter’s Board Meeting is last for two days Company’s resolutions are determined in in in board meeting also business strategy and future orientation are discussed in in in the meeting in in in order to create best interest for shareholders Based on TSMC’s operating performance and local/international awards of best corporate governance it certainly proves the Company’s excellent performance of Board of Directors Each year TSMC conducts regular Board performance self-evaluation in form form of written questionnaires for the the Board individual directors the the Audit and Risk Committee Committee the the Compensation and and People Development Committee Committee and and the the Nominating Corporate Governance and Sustainability Committee 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 operation 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
The Company completed self-assessments of Board performance in 2024 and reported the the results to to the the Board of Directors at its first quarter meeting in in 2025 for for review and improvement The weighted average score for for the overall performance of of of the Board of of of Directors is 4 73 out of of of 5 that included an an average score of 4 78 on 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 performance of the the individual directors is 4 4 84 out of 5 As demonstrated the overall board’s operation has been effective On a a a a a scale of 5 the weighted average scores for self-assessed performance results of the the Audit and and Risk Committee the the Compensation and and People Development Committee and the Nominating Corporate Governance and and Sustainability Committee are 4 4 4 4 79 4 4 4 4 84 and and 4 4 4 4 63 respectively As demonstrated each committee’s operation has been effective (4) The Audit and Risk Committee annually evaluates the independence of external auditors and reports the the same to to to to the the Board of Directors Please refer to to to to “3 9 4 Evaluation of the External Auditor’s Independence and Suitability” on on page 67 of this Annual Report V V V (4) Does the Company regularly evaluate its external auditors’ independence?
V 057
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