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 evaluations 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 | Experiences: PhD in Accounting, Nova University Professor and Head of Department of Accounting, Soochow University Dean of Soochow University Business School Dean of Soochow University Independent Director and Member of Compensation Committee of Yatai Imaging Co., Ltd. Member of the Remueration Committee of Taiwan Semiconductor Co., Ltd. Member of the Audit Committee of Taiwan Semiconductor Co., Ltd. (Convener) Independent Director and Audit Committee Member of CABIQI International Co., Ltd. Independent Director of Taiwan Salt Industry Co., Ltd. Independent Director of Asia Optical Co., Ltd. Independent Director of Excelsior Medical Co., Ltd. Director of Helianshuo Co., Ltd. Mr. Jhan is an expert in finance, accounting, international trading, taxation, etc., and corporate governance. And he is an independent director for over 3 tenures (9 years) and no circumstance under any subparagraph of Article 30 of the Company Act exists. Also, he provides criticisms and comments on the operation of the company, which is a great contribution to the Company during he acts as an independent director. Therefore, he can enhance the quality of corporate governance and supervision of audits when he acts as an independent director and audit committee. |
| Independent Director | Lin Bo Sheng | Experiences: Ph.D. in Economics, Johns Hopkins University Associate Professor, Professor, Department of International Trade and Economics, National Chengchi University Director and Department, Director of National Chengchi University International Trade Office, Director of Hualu Venture Capital (Stock) Company Member of Remuneration Committee of Jinghua Hotel Independent director and member of the Salary and Compensation Committee of Datong World Technology (Stock) Company Independent Director of Dynamic Electronics (Convener of Audit Committee) and Member of Compensation Committee (Convener) Adjunct Professor of the Department of International Trade and Economics, National Chengchi University Member of the Compensation Committee of Taiwan Semiconductor Co., Ltd. Member of the Audit Committee of Taiwan Semiconductor Co., Ltd. Mr. Lin is an expert in finance, accounting, international trading, taxation, etc., and corporate governance. And he is an independent director for over 3 tenures (9 years) and no circumstance under any subparagraph of Article 30 of the Company Act exists. Also, he provides criticisms and comments on the operation of the company, which is a great contribution to the Company during he acts as an independent director. Therefore, he can enhance the quality of corporate governance and supervision of audits when he acts as an independent director and audit committee. |
| Independent Director (Remuneration Committee Convener) | Fan Hong Shu | Experiences: Ph.D. in Accounting Group, Institute of Business Studies, National Taiwan University Dean and Professor of Department of Accounting, Fu Jen Catholic University External review members of the listing/ OTC review committee Member of the Accountant Examination Review Committee of the Examination and Selection Department TSC Auto ID Technology Co., Ltd., Independent supervisor of Guangding Electronics Co., Ltd. The legal person supervisor representative of Mega International Commercial Bank Representative of the legal person supervisor of Taiwan Fire Development Co., Ltd Independent Director of Tigerair Taiwan Co. Ltd Professor of the Department of Accounting and Associate Dean of Department of Management, Fu Jen Catholic University Director of Tigerair Taiwan Co. Ltd Member of the Remuneration Committee of Taiwan Semiconductor Co., Ltd. Member of the Audit Committee of Taiwan Semiconductor Co., Ltd. |
The Remuneration Committee consists of three members. The current term is from August 10, 2021, to July 25, 2024. In the fiscal year 2022, the Committee held a total of three 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 | Meeting Term | Major Resolutions |
| Mar 28, 2022 | The 4th meeting of the 5th term |  |
| Aug 10, 2022 | The 5th meeting of the 5th term | |
| Dec 28, 2022 | The 6th meeting of the 5th term | |
| Mar 15, 2023 | The 7th meeting of the 5th term | |
| 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 2022, the Committee held a total of six meetings.
| Role | Name | No. of meetings attended in person | By Proxy | Attendance Rate |
| Independent Director / Convener | Jhan Cian Long | 5 | 1 | 83.33% |
| Independent Director | Lin Bo Sheng | 6 | 0 | 100% |
| Independent Director | Fan Hong Shu | 6 | 0 | 100% |
| Independent Director | Ma Shu Zhuang | 6 | 0 | 100% |
| Date | Meeting Term | Major Resolutions |
| May 11, 2022 | The 6th meeting of the 4th term | |
| Jun 21, 2022 | The 7th meeting of the 4th term | |
| Aug 10, 2022 | The 8th meeting of the 4th term | |
| Nov 09, 2022 | The 9th meeting of the 4th term | |
| Dec 28, 2022 | The 10th meeting of the 4th term | |
| Mar 15, 2023 | The 11th meeting of the 4th term | |
| Date | Title | File |
| Mar 26, 2020 | Audit Committee Charter | |
The purpose of the committee’s operation is to review the company’s capital expenditure budget and business proposal, and to assist the company’s long term development strategy, financial planning and corporate performance.
The authority of this committee is to discuss the company’s capital expenditure budget and planning implementation, revision and addition, also review its cost effectiveness, and track its execution results. The capital expenditure budget and p lanning proposal are passed to the relevant departments for implementation after the resolution of the Committee.
| Date | Major Resolutions |
| Mar 28, 2022 | Discussion of capital expenditure budgeting, and implementation, revision, and addition of plans. |
| Date | Title | File |
| Mar 28, 2022 | Capital Expenditure Advisory 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 | |
