TSC established the “Remuneration Committee” on December 23, 2011, with the aim of implementing corporate governance and enhancing the compensation system for directors and executives. The committee’s primary responsibilities include establishing and regularly reviewing performance evaluation standards for directors, supervisors, and executives, as well as annual and long-term performance goals. It also formulates policies, systems, standards, and structures for compensation and provides recommendations to the board of directors. Performance valuations and compensation for directors and executives should be based on industry norms and consider individual performance assessment results, time commitments, job responsibilities, achievement of personal goals, performance in other positions, and the evaluation of individual performance in relation to the company’s short-term and long-term business objectives, financial condition, and the rationality of the company’s future performance and risks.
| Role | Name | Professional Qualifications and Experiences |
| Independent Director | Jhan Cian Long | Ph.D. in Accounting, Nova University, USA Professor and Chair, Department of Accounting, Soochow University Dean, School of Business, Soochow University Vice President and Provost, Soochow University Independent Director and Member of the Compensation Committee, AsiaTech Image Inc. Member of the Compensation Committee, Taiwan Semiconductor Co., Ltd. Member (Convener) of the Audit Committee, Taiwan Semiconductor Co., Ltd. Independent Director and Audit Committee Member, Capchem Pacific Co., Ltd. Independent Director, Taiwan Salt Industrial Corporation Independent Director, Asia Optical Co., Inc. Independent Director, Charder Healthcare Co., Ltd. Director, Heran Co., Ltd. |
| Independent Director | Ma Shu Zhuang | MBA, MIT Sloan School of Management Bachelor's Degree in Computer Science and Architecture, University of California, Berkeley (UC Berkeley) Current CEO, E-Fortune Industrial Co., Ltd. |
| Independent Director | Chen Shu Ling | Department of Sociology, College of Law, National Chengchi University Vice President of Human Resources, Asia-Pacific Region, Trend Micro Inc. Director of Human Resources Services, Taiwan Semiconductor Manufacturing Company (TSMC) |
| Independent Director | Wang Nien Chiu | Bachelor of Arts in Psychology, University of British Columbia (UBC) Executive Management Program for Entrepreneurs, National Chengchi University CEO, Yikuang Co., Ltd. (Home Hotel) CEO, Zhaoxu Development Co., Ltd. (CHU Resort Hualien) |
The Remuneration Committee consists of three members. The current term is from August 10, 2021, to July 25, 2024. In the fiscal year 2023, the Committee held a total of 10 meetings. The qualifications and attendance records of the committee members are as follows:
| Role | Name | No. of meetings attended in person | By Proxy | Attendance Rate |
| Convener | Fan Hong Shu | 3 | 0 | 100% |
| Committee Member | Jhan Cian Long | 3 | 0 | 100% |
| Committee Member | Lin Bo Sheng | 3 | 0 | 100% |
| Date | Major Resolutions |
| Mar 15, 2023 |
|
| Date | Title | File |
| Dec 29, 2020 | Remuneration Committee Charter |  |
The main purpose of the Audit Committee is to supervise the following matters:
• The proper expression of the Company’s financial statements.
• Selection, appointment, independence, and performance of Certified Public Accountants / CPAs
• Effective implementation of internal controls within the Company.
• Company compliance with relevant laws and regulations.
• The management of existing of potential risks to the Company.
The Audit Committee consists of four members. In the fiscal year 2023, the Committee held a total of 7 meetings.
| Role | Name | No. of meetings attended in person | By Proxy | Attendance Rate |
| Independent Director / Convener | Jhan Cian Long | 7 | 0 | 100% |
| Independent Director | Lin Bo Sheng | 7 | 0 | 100% |
| Independent Director | Fan Hong Shu | 7 | 0 | 100% |
| Independent Director | Ma Shu Zhuang | 7 | 0 | 100% |
| Date | Meeting Term |
| Mar 15, 2023 |
|
| Date | Title | File |
| Mar 26, 2020 | Audit Committee Charter | |
The highest sustainable governance unit of TSC is the ESG Committee, established in May 2022. It serves as the decision-making and supervisory unit for our sustainable development efforts, dedicated to promoting environmental conservation and fulfilling social responsibilities. The committee has also formulated an ESG Committee Charter to ensure that the Company fulfills its responsibilities in safeguarding the rights and interests of the Company, employees, shareholders, and stakeholders.
Under the ESG Committee are the ESG Office and the Corporate Social Responsibility Functional Team that ensure the promotion and implementation of corporate sustainable development-related work. The ESG Committee is responsible for formulating the Company’s sustainable development policies, strategies, and implementation plans for corporate sustainable governance, integrity operation, and environmental and social goals. It is also responsible for reviewing, tracking, and revising the implementation and effectiveness of the Company’s sustainable development, and reporting to the chairman at least twice a year.
The ESG Committee consists of three members. In 2023, three meetings were held, during which the ESG Office reported to the committee members on the performance of various sustainability projects. This included the publication of the 2022 Sustainability Report (in both Chinese and English), stakeholder engagement projects, progress and tracking of greenhouse gas inventories for each site, and the green energy roadmap proposal. All proposals were unanimously approved by the attending committee members.
| Role | Name | No. of meetings attended in person | Attendance Rate |
| Chairman | Wang Shiu Ting | 1 | 100% |
| Committee Member | Wang Xing Lei | 1 | 100% |
| Committee Member | Yen Guo Yin | 1 | 100% |
| Date | Title | File |
| Feb 11, 2023 | ESG Committee Charter | |
