Committees
Audit Committee
Compensation Committee
Committee Member
Audit Committee
Under R.O.C. law, the membership of Audit Committee shall consist of all independent Directors. TSMC’s Audit Committee satisfies this statutory requirement. The Committee also engaged a financial expert consultant in accordance with the rules of the U.S. Securities and Exchange Commission. The Audit Committee annually conducts self-evaluation to assess the Committee’s performance and identify areas for further attention.
TSMC’s Audit Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It has direct access to TSMC’s internal auditors, the Company’s independent auditors, and all employees of the Company. The Committee is authorized to retain and oversee special legal, accounting, or other consultants as it deems appropriate to fulfill its mandate.
The Committee meets at least once every quarter. Please consult TSMC’s Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.
Descriptions of the Communications between the Independent Directors and the Internal Auditors or the Independent Auditors
These Closed Door Sessions relate to corporate finance and operations matters, and are between the Independent Directors and the Internal Auditors or the Independent Auditors. The communication principles are as follows,
The internal auditors have sent the audit reports to the members of the Audit Committee periodically and presented the findings of all audit reports in the quarterly meetings of the Audit Committee. The head of Internal Audit will immediately report to the members of the Audit Committee any material matters.
The Company’s independent auditors have presented the findings of their quarterly review or audits on the Company’s financial results. Under applicable laws and regulations, the independent auditors are also required to immediately communicate to the Audit Committee any material matters that they have discovered.
Compensation Committee
The Compensation Committee assists the Board in discharging its responsibilities related to TSMC’s compensation and benefits policies, plans and programs, and in the evaluation and compensation of TSMC’s directors of the Board and executives.
The members of the Compensation Committee are appointed by the Board as required by R.O.C. law. According to TSMC’s Compensation Committee Charter, the Committee shall consist of no fewer than three independent directors of the Board. The Compensation Committee is comprised of all independent directors. The Chairman of the Board and the Chief Executive Officer are invited by the Committee to attend all meetings and are excused from the Committee’s discussion of their own compensation.
TSMC’s Compensation Committee is authorized by its Charter to retain an independent consultant to assist in the evaluation of CEO, or executive officer compensation.
The Committee meets at least once every quarter. Please consult TSMC’s Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.
Compensation Committee Meeting Status in 2020
Mr. Michael R. Splinter, Chairman of the Compensation Committee, convened four regular meetings in 2020. The Committee members’ attendance status is as follows:
Title | Name | Attendance in Person | By Proxy | Attendance Rate in Person (%) | Notes |
---|---|---|---|---|---|
Chair | Michael R. Splinter | 4 | 0 | 100% | None |
Member | Sir Peter L. Bonfield | 4 | 0 | 100% | None |
Member | Stan Shih | 4 | 0 | 100% | None |
Member | Kok-Choo Chen | 4 | 0 | 100% | None |
Member | Moshe N. Gavrielov | 4 | 0 | 100% | None |
Member | Yancey Hai | 3 | 0 | 100% | New office assumed (Note) |
Meeting Information about Compensation Committee
Committee Member
Independent Director
Master of Department of Engineering Science and Ocean Engineering, National Taiwan University.
Experience:
Manager, Global Aqua Survey Co., Ltd
Vincent Tsai 蔡明格
- Audit Committee (Chairman)
- Compensation Committee
Independent Director
EMBA, National Taiwan University of Science and Technology
Experience:
Sales Manager, Fubon Insurance Co., Ltd.
Joyce Hsieh 謝舒評
- Audit Committee
- Compensation Committee
Independent Director
Master of Naval Architecture & Marine Engineering and in Applied Economics from University of Michigan
Experience:
Manager, Maersk Broker Asia Co., Ltd.
Ethan Wang 王奕仁
- Audit Committee
- Compensation Committee (Chairman)
Under R.O.C. law, the membership of Audit Committee shall consist of all independent Directors. TSMC’s Audit Committee satisfies this statutory requirement. The Committee also engaged a financial expert consultant in accordance with the rules of the U.S. Securities and Exchange Commission. The Audit Committee annually conducts self-evaluation to assess the Committee’s performance and identify areas for further attention.
TSMC’s Audit Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It has direct access to TSMC’s internal auditors, the Company’s independent auditors, and all employees of the Company. The Committee is authorized to retain and oversee special legal, accounting, or other consultants as it deems appropriate to fulfill its mandate.
The Committee meets at least once every quarter. Please consult TSMC’s Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.
Descriptions of the Communications between the Independent Directors and the Internal Auditors or the Independent Auditors
These Closed Door Sessions relate to corporate finance and operations matters, and are between the Independent Directors and the Internal Auditors or the Independent Auditors. The communication principles are as follows,
The internal auditors have sent the audit reports to the members of the Audit Committee periodically and presented the findings of all audit reports in the quarterly meetings of the Audit Committee. The head of Internal Audit will immediately report to the members of the Audit Committee any material matters.
The Company’s independent auditors have presented the findings of their quarterly review or audits on the Company’s financial results. Under applicable laws and regulations, the independent auditors are also required to immediately communicate to the Audit Committee any material matters that they have discovered.
The Compensation Committee assists the Board in discharging its responsibilities related to TSMC’s compensation and benefits policies, plans and programs, and in the evaluation and compensation of TSMC’s directors of the Board and executives.
The members of the Compensation Committee are appointed by the Board as required by R.O.C. law. According to TSMC’s Compensation Committee Charter, the Committee shall consist of no fewer than three independent directors of the Board. The Compensation Committee is comprised of all independent directors. The Chairman of the Board and the Chief Executive Officer are invited by the Committee to attend all meetings and are excused from the Committee’s discussion of their own compensation.
TSMC’s Compensation Committee is authorized by its Charter to retain an independent consultant to assist in the evaluation of CEO, or executive officer compensation.
The Committee meets at least once every quarter. Please consult TSMC’s Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.
Compensation Committee Meeting Status in 2020
Mr. Michael R. Splinter, Chairman of the Compensation Committee, convened four regular meetings in 2020. The Committee members’ attendance status is as follows:
Title | Name | Attendance in Person | By Proxy | Attendance Rate in Person (%) | Notes |
---|---|---|---|---|---|
Chair | Michael R. Splinter | 4 | 0 | 100% | None |
Member | Sir Peter L. Bonfield | 4 | 0 | 100% | None |
Member | Stan Shih | 4 | 0 | 100% | None |
Member | Kok-Choo Chen | 4 | 0 | 100% | None |
Member | Moshe N. Gavrielov | 4 | 0 | 100% | None |
Member | Yancey Hai | 3 | 0 | 100% | New office assumed (Note) |
Meeting Information about Compensation Committee
Independent Director
Master of Department of Engineering Science and Ocean Engineering, National Taiwan University.
Experience:
Manager, Global Aqua Survey Co., Ltd
Vincent Tsai 蔡明格
- Audit Committee (Chairman)
- Compensation Committee
Independent Director
EMBA, National Taiwan University of Science and Technology
Experience:
Sales Manager, Fubon Insurance Co., Ltd.
Joyce Hsieh 謝舒評
- Audit Committee
- Compensation Committee
Independent Director
Master of Naval Architecture & Marine Engineering and in Applied Economics from University of Michigan
Experience:
Manager, Maersk Broker Asia Co., Ltd.
Ethan Wang 王奕仁
- Audit Committee
- Compensation Committee (Chairman)