Corporate Governance

Home> Investor>Corporate Governance>Board of Directors

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:

Hsiung, Ping-Cheng

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:

DateCommunication Highlights SummaryCommunicate results
2022/03/18

Reviewing key audit matters

Reviewing regulatory developments

Independent directors regularly review the company's financial reports,

Smooth communication channels with accountants

2022/08/25

Reviewing key audit matters

Reviewing regulatory developments

Met with no objections from the independent directors after extensive communication between independent directors and the CPA.
2022/11/08 Pre-meeting

Receivables from Related Parties overdue for more than 3 months

Suggestions for mid-year stocktaking of asset

Met with no objections from the independent directors after extensive communication between independent directors and the CPA.


2.Communication policy between independent directors and the head of internal audit:

(1)The head of internal audit and independent directors shall regularly report audit findings and improvement of abnormal matters to independent directors at least once a quarter, and respond to the questions raised by independent directors, and strengthen audit work according to their instructions and suggestions to ensure the internal control of the company. the effectiveness of the system.

(2)Meetings may be convened at any time in the event of major abnormal events.

(3)Summary of the main communication between independent directors and the head of internal audit:

DateCommunication Highlights SummaryCommunicate results
2022/03/18

2021/10-2021/12 the Internal Auditor’s report

2021 Statement of Internal Control System

No objections

2022/05/10

2022/1-2022/3 the Internal Auditor’s report

No objections
2022/08/25

2022/4-2022/6 the Internal Auditor’s report

No objections
2022/11/08 Pre-meeting

Group Audit Manpower Report

From January to September the Internal Auditor’s report

No objections
2022/11/08

2022/7-2022/9 the Internal Auditor’s report

The 2023 Internal Audit Plan

No objections


The Company has formulated the "Code of Practice on Corporate Governance", which requires that directors generally possess the knowledge, skills and qualities necessary to perform their duties. In order to achieve the ideal goals of the company, the board of directors as a whole should have the following capabilities:

   1. Operational judgment ability.

   2. Accounting and financial analysis skills.

   3. Management ability.

   4. Crisis handling ability.

   5. Industry knowledge.

   6. International market view.

   7. Leadership.

   8. Decision-making ability.

   9. Risk management knowledge and ability.


The Company has formulated the "Code of Practice on Corporate Governance" to formulate and implement a diversity policy for board members. The members of the board of directors of the company are diversified, with related backgrounds and work experience in science and technology, finance, in order to implement the policy of diversification and build the board structure of the company. Please refer to the following table for the industry experience and professional capabilities of board members:


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

Huang, Hsin-Feng

Male



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

  • ESON headquarters:No. 88, Yuanfeng Rd., KSND. Kunshan City, Jiangsu, China

  • Branch: Taiwan / Subsidiary: Wuxi, Yantai, Dongguan, Slovakia, Mexico, Vietnam, Malaysia First Plant, Malaysia Second Plant

  • +86-512-57572938

COPYRIGHT (O) 2024 ESON Precision Engineering Co. Ltd. 蘇ICP備11060543號-1

Technical Support:Wanhe Technology