Corporate Governance

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Board of Directors

The company's articles of association stipulate that "the number of directors shall not be less than five and not more than nine", and the term of office shall be three years. Independent directors shall be appointed, and the number shall not be less than three. At least one of the independent directors shall be established in Taiwan. Household registration and at least one director should have professional knowledge in accounting or finance. The nomination of directors should adopt the candidate nomination system in accordance with the rules of public companies.

The term of office of the current director starts on June 19, 2024 and ends on June 18, 2027.

In order to improve the supervision function and strengthen the management function, the board of directors of the company has set up an audit committee and a remuneration committee.

Condition Name

Professional qualifications and Experiences

Independence status

Number of

Other Public

Companies in

Which the

Individual is

Concurrently

Serving as an

Independent

Director

Ace Progress Holdings Limited Representative:

Tsai, Chia-Hsiang

Possesses five or more years of work experience required for the Company’s business.

None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law.

Not Applicable 

0

Ace Progress Holdings Limited Representative:

Tsai, Jia-Hua

Possesses five or more years of work experience required for the Company’s business.

None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law.

0

Golden Harvest Management Limited

Representative:

Lee, Kuang-Yao

Possesses five or more years of work experience required for the Company’s business.

None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law.

0

Golden Harvest Management Limited

Representative:

Lee, Wei-Kang

Possesses five or more years of work experience required for the Company’s business.

None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law.

0

Independent Director

Kao, Chih-Chien

Possesses five or more years of work experience required for the Company’s business.

None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law.

All of the following situations apply to each and every of the Independent Directors:

1. Satisfy the requirements of Article 14-2 of “Securities and Exchange Act” and

“Regulations Governing Appointment of Independent Directors and Compliance

Matters for Public Companies” (Note 2) issued by Taiwan’s Securities and Futures Bureau

2. Independent Director (or nominee arrangement) as well as his/her spouse and minor children do not hold any TSMC shares

3. Received no compensation or benefits for providing commercial, legal, financial, accounting services or consultation to the Company or to any its affiliates within the preceding two years, and the service provided is either an “audit service” or a“non-audit service”

2

Independent Director

Jang, Woan-Shiuan

Possesses five or more years of work experience required for the Company’s business.

None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law.

1

Independent Director

Lee, Chien-Ming

Possesses five or more years of work experience required for the Company’s business.

None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law.

0


Note 1:The company set up an audit committee, no supervisor.

Note 2:A person shall not act in a management capacity for a company, and if so appointed, must be immediately discharged if they have been:

1.Convicted for a violation of the Statutes for the Prevention of Organizational Crimes and: has not started serving the sentence; has not completed serving the sentence; or five years have not elapsed since completion of serving the sentence, expiration of probation, or pardon;

2.Convicted for fraud, breach of trust or misappropriation, with imprisonment for a term of more than one year, and: has not started serving the sentence; has not completed serving the sentence; or two years have not elapsed since completion of serving the sentence, expiration of probation, or pardon;

3.Convicted for violation of the Anti-Corruption Act, and: has not started serving the sentence; has not completed serving the sentence; or two years have not elapsed since completion of serving the sentence, expiration of probation, or pardon;

4.Adjudicated bankrupt or adjudicated to commence a liquidation process by a court, and having not been reinstated to his or her rights and privileges;

5.Sanctioned for unlawful use of credit instruments, and the term of such sanction has not expired yet;

6.If she/he does not have any or limited legal capacity; or

7.If she/he has been adjudicated to require legal guardianship and such requirement has not been revoked yet

Note 3:During the two years before being elected and during the term of office, meet any of the following situations:

1.Not an employee of the Company or any of its affiliates.

2.Not a director or supervisor of the Company or any of its affiliates. (The same does not apply, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds in accordance with domestic or local regulations.) 

3.Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

4.Not the managers as item 1or a spouse, relative within the second degree of kinship, lineal relative within the third degree of kinship of the person as item 2 & 3.

5.Director, supervisor, or legal shareholders who are not directly holding more than 5% of the company’s total issued shares, or appointing representatives as company directors or supervisors in accordance with Article 27, paragraph 1 or 2 of the Company Law Employee (but if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited to this)

6.More than half of the shares that are not on the board of directors of the company or have voting rights are the directors, supervisors or employees of other companies controlled by the same person (but if it is the company or its parent company, subsidiary, or subsidiary of the same parent company (The independent directors established by the laws or local laws and regulations of the country serve concurrently with each other, this is not the case)

7.Directors (directors), supervisors (supervisors) or servants of other companies or organizations who are not the same person or spouse with each other and are the same person or spouse (Or independent directors set up by subsidiaries of the same parent company in accordance with this law or local national laws and regulations serve concurrently, not subject to this limit)

8.Directors (directors), supervisors (supervisors), managers or shareholders holding more than 5% of a specific company or organization that does not have financial or business dealings with the company (but if a specific company or organization holds 20% of the company’s total issued shares Above, not more than 50%, and the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations concurrently serve each other, not limited to this)

9.Professionals, sole proprietorships, partnerships, business owners of companies or institutions that do not provide audits for companies or related companies or business, legal, financial, accounting and other related services that have not received more than NT$ 500,000 in cumulative compensation in the past two years Partners, directors (directors), supervisors (supervisors), managers and their spouses. However, members of the Compensation Committee, Public Takeovers Review Committee, or M&A Special Committee performing their functions and powers in accordance with the relevant laws and regulations of the Securities Exchange Act or the Corporate M&A Act are not limited to this.

10.Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

11.Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

1.Communication policy between independent directors and accountants:

(1)In addition to the regular annual corporate governance meetings held by independent directors and accountants, the accountants also communicate and discuss in writing when necessary. The scope includes the accountants’ checking of the independence of the group’s consolidated financial statements and related responsibilities, checking planning-related matters, and checking major findings (including Adjusting entries and significant deficiencies in internal control, etc.), audit report content and audit results of the interim consolidated financial statements.

(2)The Audit Committee completed the audit report after considering the consolidated financial statements of the Group and the audit opinion report audited by professional accountants.

(3)Summary of main communication between independent directors and accountants:

DateSubject of CommunicationCommunication Summary
2025/03/13

Communications with Those Charged with Governance

The directors engaged in full communication with the external auditors, and no objections were expressed by the directors.
2025/08/25

Communications with Those Charged with Governance

2025/11/11

Panel Discussion

Matters for Communication between Independent Directors, the Head of Internal Audit, and the AuditorsNo opinions or objections were raised at this meeting.


2.Communication policy among Independent Directors, the Head of Internal Audit, and the External Auditors:

At least once a year, the Company convenes a separate meeting with the external auditors and the head of internal audit to discuss the completed internal audit results, the external auditors’ audit findings, and the deficiencies identified during the annual audit. The communication results are documented in the meeting minutes and reported to the Board of Directors.

The head of internal audit regularly reports to the Audit Committee on the following matters:

(1)the annual internal audit plan;

(2)the annual professional training plan for internal auditors;

(3)the execution status of internal audit activities.

The external auditors attend the Audit Committee meeting at least once a year to report the results of the annual audit.

In addition, if any material irregularity arises, or if the independent directors, the head of internal audit, or the external auditors consider it necessary to conduct an independent communication, meetings may be convened on an ad hoc basis at any time.


3.Communications Among Independent Directors, the External Auditors, and the Head of Internal Audit in 2025

Date of Meeting

Meeting Type

Participants

Matters Discussed

Communication Results

2025/3/12
   

Audit Committee

Independent Director (Kao Chih-Chien / 高誌謙)
Independent Director (Chang Wan-Hsuan / 張菀萱)
Independent Director (Lee Chien-Ming / 李堅明)
Chief Financial Officer (Lin Yu-Ching / 林猷清)
Head of Internal Audit (Ku Hui-Chien / 古惠倩)
Accounting Manager (Liu Li-Ling / 劉俐伶)
External Auditor (Peng Shih-Hsuan / 彭詩玄)
External Auditor (Feng Chun-Hao / 馮俊豪)

Report on the Execution Status of the Internal Audit Plan for October to December 2024

2024 Statement on Internal Control System

No objections were raised at this meeting.

The matter was submitted to the Board of Directors following review and approval.

2025/5/12
   

Audit Committee

Independent Director (Kao Chih-Chien / 高誌謙)
Independent Director (Chang Wan-Hsuan / 張菀萱)
Independent Director (Lee Chien-Ming / 李堅明)
Chief Financial Officer (Lin Yu-Ching / 林猷清)
Head of Internal Audit (Ku Hui-Chien / 古惠倩)
Accounting Manager (Liu Li-Ling / 劉俐伶)
External Auditor (Peng Shih-Hsuan / 彭詩玄)
External Auditor (Feng Chun-Hao / 馮俊豪)

Report on the Execution Status of the Internal Audit Plan for January to March 2025

No objections were raised at this meeting.

2025/8/25
   

Audit Committee

Independent Director (Kao Chih-Chien / 高誌謙)
Independent Director (Chang Wan-Hsuan / 張菀萱)
Independent Director (Lee Chien-Ming / 李堅明)
Chief Financial Officer (Lin Yu-Ching / 林猷清)
Head of Internal Audit (Ku Hui-Chien / 古惠倩)
Accounting Manager (Liu Li-Ling / 劉俐伶)
External Auditor (Peng Shih-Hsuan / 彭詩玄)
External Auditor (Feng Chun-Hao / 馮俊豪)

Report on the Execution Status of the Internal Audit Plan for April to June 2025

No objections were raised at this meeting.

2025/11/11
   

Audit Committee

Independent Director (Kao Chih-Chien / 高誌謙)
Independent Director (Chang Wan-Hsuan / 張菀萱)
Independent Director (Lee Chien-Ming / 李堅明)
Chief Financial Officer (Lin Yu-Ching / 林猷清)
Head of Internal Audit (Ku Hui-Chien / 古惠倩)
Accounting Manager (Liu Li-Ling / 劉俐伶)
External Auditor (Peng Shih-Hsuan / 彭詩玄)
External Auditor (Feng Chun-Hao / 馮俊豪)

Report on the Execution Status of the Internal Audit Plan for July to September 2025

2026 Internal Audit Planning Schedule

No objections were raised at this meeting.

The matter was submitted to the Board of Directors following review and approval.

2025/11/11  

Panel Discussion

Independent Director (Kao Chih-Chien / 高誌謙)
Independent Director (Chang Wan-Hsuan / 張菀萱)
Independent Director (Lee Chien-Ming / 李堅明)
Head of Internal Audit (Ku Hui-Chien / 古惠倩)
Audit Section Chief (Luo Ming-Ren / 羅名仁)
External Auditor (Peng Shih-Hsuan / 彭詩玄)
External Auditor (Feng Chun-Hao / 馮俊豪)

Internal Audit Organization of the Group

Internal Audit Activities in 2025

No objections were raised at this meeting.

The Company, based on its diversity policy and with the aim of strengthening corporate governance and promoting the sound development of the composition and structure of the Board of Directors, has established appropriate diversity guidelines in consideration of its operations, business nature, and development needs. Such guidelines include, but are not limited to, the following:

1.Basic conditions and values: gender, age, nationality, and cultural background.

2.Professional knowledge and skills: operational judgment ability, accounting and financial analysis skills, management ability, crisis management ability, industry knowledge, international market perspective, leadership, and decision-making ability.


The current Board of Directors of the Company consists of seven directors. The specific management objectives and the status of achievement regarding the Board diversity policy are as follows:

Management Objectives

Status of Achievement

Independent directors shall constitute at least one-third of the total number of directors

Achieved

Directors possess diverse professional knowledge and skills

Achieved


The implementation status of the board diversity policy is as follows:

Core of diversify

 

 

Name

Basic composition

Professional background

Professional knowledge and capabilities
Nationality

Gender

Employee

Age

Tenure and seniority of independent directors (less than 3 years)

Accounting

Industry

 

Law

Operational judgment capability

Business management capability

Leadership and decision making capability

Risk management capability

Industry knowledge

International Market outlook

41~50

51~60

61~70

3

3~9

9

Director

Tsai, Chia-Hsiang

R.O.C.

Male

v



v



v


v

v

v

v

v

v

Tsai, Jia-Hua

Female



v






v


v

v

v

v

v

v

Lee, Kuang-Yao

Male



v






v


v

v

v

v

v

v

Lee, Wei-Kang

Male



v






v


v

v

v

v

v

v

Independent director

Kao, Chih-Chien

Male



v


v

v

v


v

v

v

v

v

v

Jang, Woan-Shiuan

Female


v

v


v

v

v

v

v

v

v

v

Lee, Chien-Ming

Male




v


v

v


v

v

v

v

v

v


The current Board of Directors of the company consists of 7 members, including 3 independent directors and 4 non-independent directors. The company emphasizes gender equality in the composition of its board members, aiming to increase the proportion of female directors to one-third (33%) or more. Currently, male directors account for 71% (5 members), while female directors make up 28% (2 members). The company will strive to increase the number of female directors in the future to achieve this goal.


  • Headquarters:12F-3, No 2, Sec 4, Zhongyang Rd, Tucheng, New Taipei City, Taiwan

  • Subsidiaries: Kunshan, Wuxi, Yantai, Dongguan, Slovakia, Mexico, Vietnam, Malaysia

  • +886-2-2267-3272

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