1、Fab 18AP2Fab 23Fab 21Fab 5Fab 16Fab 3Fab 8Fab 12Fab 2Fab 15AP6Global R&D CenterFab 11TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY,LTD Annual Report 2023(I)8,Li-Hsin Rd.6,Hsinchu Science Park,Hsinchu 300-096,Taiwan,R.O.C.|Tel:+886-3-5636688 Fax:+886-3-5637000|https:/ This report is made with recycled p

2、aperMark Liu,ChairmanTaiwan Semiconductor Manufacturing Company,Ltd.ANNUAL REPORT 2023(I)TSMCPrinted on March 12,2024TSE:2330|NYSE:TSMTaiwan Stock Exchange Market Observation Post System:https:/.tw TSMC annual report is available at https:/ 1-3TSMC_COVER_年報2023_ENGLISH.indd 1-32024/5/8 下午5:062024/5/

3、8 下午5:06Fab 10Fab 6Fab 5AP1Fab 14AP3TSMCVision,Mission&Core ValuesTSMCs VisionOur vision is to be the most advanced and largest technology and foundry services provider to fab-less companies and IDMs,and in partnership with them,to forge a powerful competitive force in the semiconductor industry.To

4、realize our vision,we must have a trinity of strengths:1.Be a technology leader,competitive with the leading IDMs2.Be the manufacturing leader3.Be the most reputable,service-oriented and maximum-total-benefits silicon foundryTSMCs MissionOur mission is to be the trusted technology and capacity provi

5、der of the global logic IC industry for years to come.TSMCs Core ValuesIntegrityIntegrity is our most basic and most important core value.We tell the truth.We believe the record of our accomplishments is the best proof of our merit.Hence,we do not brag.We do not make commitments lightly.Once we make

6、 a commitment,we devote ourselves completely to meeting that commitment.We compete to our fullest within the law,but we do not slander our competitors and we respect the intellectual prop-erty rights of others.With vendors,we maintain an objective,consistent,and impartial attitude.We do not tolerate

7、 any form of corrupt behavior or politicking.When selecting new employees,we place emphasis on the candidates qualifica-tions and character,not connections or access.CommitmentTSMC is committed to the welfare of customers,suppliers,employees,shareholders,and soci-ety.These stakeholders all contribut

8、e to TSMCs success,and TSMC is dedicated to serving their best interests.In return,TSMC hopes all these stakeholders will make a mutual commitment to the Company.InnovationInnovation is the wellspring of TSMCs growth,and is a part of all aspects of our business,from strategic planning,marketing and

9、management,to technology and manufacturing.At TSMC,innovation means more than new ideas,it means putting ideas into practice.Customer TrustAt TSMC,customers come first.Their success is our success,and we value their ability to com-pete as we value our own.We strive to build deep and enduring relatio

10、nships with our cus-tomers,who trust and rely on us to be part of their success over the long term.125364782.1 An Introduction to TSMC 162.2 Market/Business Summary 162.3 Organization 222.4 Board Members 242.5 Management Team 325.1 Business Activities 965.2 Technology Leadership 985.3 Manufacturing

11、Excellence 1055.4 Customer Trust 1095.5 Information Security Management 1115.6 Human Capital 1125.7 Material Contracts 1193.1 Overview 423.2 Board of Directors 433.3 Major Decisions of Shareholders Meeting and Board Meetings 523.4 Corporate Governance Implementation Status as Required by Taiwan Fina

12、ncial Supervisory Commission 543.5 Code of Ethics and Business Conduct 573.6 Regulatory Compliance 633.7 Internal Control System Execution Status 653.8 Status of Personnel Responsible for the Companys Financial and Business Operation 663.9 Information Regarding TSMCs Independent Auditor 666.1 Financ

13、ial Highlights 1226.2 Financial Status and Operating Results 1286.3 Risk Management 1334.1 Capital and Shares 704.2 Issuance of Corporate Bonds 784.3 Preferred Shares 844.4 Issuance of American Depositary Shares 844.5 Status of Employee Stock Option Plan 864.6 Status of Employee Restricted Stock 864

14、.7 Status of New Share Issuance in Connection with Mergers and Acquisitions 924.8 Funding Plans and Implementation 927.1 Overview 1527.2 Environmental,Safety and Health(ESH)Management 1567.3 TSMC Education and Culture Foundation 1697.4 TSMC Charity Foundation 1727.5 TSMC i-Charity 1737.6 Sustainabil

15、ity Development Implementation Status as Required by Taiwan Financial Supervisory Commission 1747.7 Climate-related Information of Listed Companies 1768.1 Subsidiaries 1808.2 Status of TSMC Common Shares and ADRs Acquired,Disposed of,and Held by Subsidiaries 1848.3 Special Notes 184Letter to Shareho

16、lders pg.4Company Profile pg.14Operational Highlights pg.94Corporate Governance pg.40Financial Highlights and Analysis pg.120Capital and Shares pg.68Environmental,Social and Governance(ESG)pg.150Subsidiary Information and Other Special Notes pg.178Table of ContentsTSMCs MissionOur mission is to be t

17、he trusted technology and capacity provider of the global logic IC industry for years to come.1Letter to ShareholdersTSMC Arizona006007Our 2-nanometer is on track for volume production in 2025.It will be the most advanced technology in the semiconductor industry in both density and energy efficiency

18、,when it is introduced.N2 will adopt nanosheet transistor structure,and deliver full-node performance and power benefits,to address the increasing need for energy-efficient computing.As part of N2 technology platform,we also developed N2 with backside power rail solution,which is better-suited for s

19、pecific HPC applications,to be available in the second half of 2025 to customers,with production in 2026.We are observing a strong level of customer interest and engagement at our N2,higher than N3 at a similar stage,from both HPC and smartphone applications.With our strategy of continuous enhanceme

20、nts,N2 and its derivatives will further extend our technology leadership well into the future.The insatiable demand for energy-efficient computing power not only requires leading edge process technologies,but also advanced packaging technologies to enable large-scale interconnectivity for lower powe

21、r consumption,at affordable costs.TSMCs industry-leading 3DFabric backend technologies include the CoWoS and InFO family of advanced packaging technologies,with CoWoS technology seeing robust demand from multiple customers AI chips in 2023.Our frontend 3DIC technologies,TSMC-SoIC(System on Integrate

22、d Chips),also entered mass production in 2023 to enable customers next generation flagship AI products.We are working closely with our customers in a disciplined manner to plan our capacity,based on the long-term market demand profile,and investing in leading edge and specialty technologies,to suppo

23、rt their structural growth.Part of this strategy is to expand our global manufacturing footprint to increase customer trust,expand our future growth potential,and reach for more global talents.Our overseas decisions are based on our customers needs,and a necessary level of government support.This is

24、 to maximize the value for our shareholders.In the U.S.,we are making good progress on our first fab in Arizona in terms of the fab infrastructure,utilities and equipment installation.We are on track for volume production of N4 technology in the first half of 2025,with the same level of manufacturin

25、g quality and reliability in Arizona as from our fabs in Taiwan.We are also building a 12-inch specialty technology fab in Kumamoto,Japan,which is on track for volume production in the fourth quarter of 2024.We also announced plans to build an automotive and industrial specialty fab in Dresden,Germa

26、ny,with construction starting in the fourth quarter of 2024.While the initial costs of overseas fabs are higher than TSMCs fabs in Taiwan,we are confident to manage and minimize the cost gap,so that we can continue to maximize the value for our shareholders.Dear Shareholders,2023 was a challenging y

27、ear for the global semiconductor industry,but we also witnessed the rising emergence of generative AI-related applications,with TSMC as a key enabler.As the world re-emerged from more than two years of pandemic-induced slowdown,weakening global macroeconomic conditions and higher inflation and inter

28、est rates prolonged the semiconductor inventory adjustment cycle.Despite the near-term challenges,our technology leadership enabled TSMC to outperform the foundry industry in 2023.We are well-positioned to capture the future AI and high-performance computing(HPC)-related growth opportunities.In 2023

29、,Generative AI took the world by storm,with ChatGPT gaining over 100m active users in just two months,becoming the worlds fastest growing consumer application.Generative AI requires high computing power and interconnect bandwidth,which drives semiconductor content increase.TSMC is a key enabler of A

30、I applications.Today,the AI application is only in its nascent stage,and no matter which AI approach is taken,AI chips require the use of leading edge technologies and advanced packaging solutions,a strong foundry design ecosystem,and high yield to support larger die sizes.All of these are to TSMCs

31、strengths,and thus all roads lead to working with TSMC.The surge in AI-related demand in 2023 supports our already-strong conviction on energy-efficient computing.Thus,the value of our technology position is increasing.To address the insatiable demand for energy-efficient computing power in a highly

32、 competitive market,customers rely on TSMC to provide a dependable and predictable cadence of technology offering and high quality manufacturing service.For TSMC,today around 70%of our total revenue is 16nm and more advanced nodes.With rising contribution from 3nm and 2nm technologies in the next se

33、veral years,this number will only increase.Thus,our mature node exposure is around 20%of our total revenue.Our focus on mature nodes is to build high yield capacity for specialized technologies,rather than just nominal capacity.In 2023,we worked closely with our customers to introduce specialty tech

34、nologies such as N6RF+for smartphones,CMOS Image Sensors for cameras,and 22nm MRAM for automotive and industrial applications.Our mature node strategies will continue to focus on working closely with strategic customers to develop specialty technology solutions to meet their requirement,and create d

35、ifferentiated and long-lasting value to customers.In 2023,we inaugurated our new R&D center in Taiwan,and further enhanced our R&D intensity and technology development.Our industry-leading 3-nanometer technology entered high volume production with a strong ramp in the second half of 2023.We are also

36、 providing continuous enhancements of our N3 technology,including N3E,N3P and N3X,and expect an even greater contribution in 2024 and the years beyond,supported by robust demand from multiple customers.008009We are also placing a strong focus on our digital excellence initiatives,which includes leve

37、raging big data and AI to increase our fab productivity and operational efficiency and quality.By driving digital excellence at TSMC,our fabs are transforming to become engineer-centric rather than operator-centric.As we expand globally,we will continuously enhance the intelligence of our fabs,so th

38、at we can control and manage fab operations from anywhere in the world,and deepen our service to support our customers.Highlights of TSMCs accomplishments in 2023:Total wafer shipments were 12.0 million 12-inch equivalent wafers as compared to 15.3 million 12-inch equivalent wafers in 2022.Advanced

39、technologies(7-nanometer and beyond)accounted for 58 percent of total wafer revenue,up from 53 percent in 2022.We deployed 288 distinct process technologies,and manufactured 11,895 products for 528 customers.TSMC produced 28 percent of the world semiconductor excluding memory output value in 2023,as

40、 compared to 30 percent in the previous year,mainly due to the semiconductor industry inventory correction.2023 Financial PerformanceConsolidated revenue reached NT$2,161.74 billion,a decrease of 4.5 percent over NT$2,263.89 billion in 2022.Net income was NT$838.50 billion and diluted earnings per s

41、hare were NT$32.34.Both decreased 17.5 percent from the 2022 level of NT$1,016.53 billion net income and NT$39.20 diluted EPS.TSMC generated net income of US$26.88 billion on consolidated revenue of US$69.30 billion,which decreased 21.1 percent and 8.7 percent respectively from the 2022 level of US$

42、34.07 billion net income and US$75.88 billion consolidated revenue.Gross profit margin was 54.4 percent as compared with 59.6 percent in 2022,while operating profit margin was 42.6 percent compared with 49.5 percent a year earlier.Net profit margin was 38.8 percent,a decrease of 6.1 percentage point

43、s from 2022s 44.9 percent.In 2023,the Company further raised its total cash dividend payments to NT$11.25 per share,up from NT$11.0 a year ago.Environmental,Social and Governance In addition to driving profitable growth in our core business,TSMC continues to cultivate green manufacturing,build a res

44、ponsible supply chain,create an inclusive workplace,attract and develop talent,and care for the underprivileged,fulfilling the Companys responsibilities as a corporate citizen.Maintaining the highest standard of corporate governance is an essential part of our core values.In February 2023,TSMCs Boar

45、d of Directors approved the establishment of the“Nominating,Corporate Governance and Sustainability Committee.”The Committee is actively involved in developing TSMCs sustainability strategies,to lay the foundation for our future sustainable development.In addition,the Committee focuses on reviewing

46、and improving TSMCs corporate governance structure,including recommending independent director candidates to the Board.In 2023,we also announced an acceleration of our RE100 sustainability timetable,pulling forward our target for 100%renewable energy consumption for all global operations from 2050 t

47、o 2040.We also raised our 2030 target for company-wide renewable energy consumption from 40%to 60%,demonstrating our determination to achieve our environmental sustainability goals at a faster pace.Corporate DevelopmentsIn August 2023,TSMC announced its plan to invest in European Semiconductor Manuf

48、acturing Company(ESMC)GmbH,in Dresden,Germany,along with Robert Bosch GmbH,Infineon Technologies AG,and NXP Semiconductors N.V.,to build a specialty technology fab focusing on automotive and industrial applications.ESMC is expected to have a monthly capacity of 40,000 wafers on TSMCs 28/22 nanometer

49、 planar CMOS and 16/12 nanometer FinFET process technology.In December 2023,TSMC announced that Dr.Mark Liu plans to retire from TSMC in June 2024,and will not seek re-election to the board of directors.During his tenure,Dr.Liu has reaffirmed the Companys commitment to its mission and focused on enh

50、ancing corporate governance and competitiveness particularly in technology leadership,digital excellence,and global footprint.TSMCs Nominating,Corporate Governance and Sustainability Committee recommends Dr.C.C.Wei,while remaining as CEO,to succeed as TSMCs next Chairman,subject to the election of t

51、he incoming board in June 2024.Honors and AwardsTSMC received recognition for achievements in innovation,corporate governance,sustainability,investor relations and overall excellence in management from organizations including Forbes,Fortune Magazine,CommonWealth Magazine,Taiwan Stock Exchange,and Ta

52、iwan Institute for Sustainable Energy.For innovation,TSMC was recognized as 3rd in IFI Claims Patent Services“2023 Top 50 U.S.Patent Assignees.”TSMC was also recognized by Fortune Magazine as“2023 Worlds Most Admired Companies.”In sustainability,we were chosen once again as a component of the Dow Jo

53、nes Sustainability Indices,becoming the only semiconductor company to be selected for 23 consecutive years.We also received MSCI ESG Researchs AAA Rating,CDPs“2022 CDP Supplier Engagement Leader,”Morningstars“The Best Sustainable Companies to Own in 2024,”S&P Globals Corporate Sustainability Assessm

54、ent Top 10%S&P Global ESG Score,ISS-oekom Corporate Ratings“Prime”status,Financial Times and Statistas“Asia-Pacific Climate Leaders 2023,”and Forbes“Worlds Best Employers 2023.”Meanwhile,we remained a major component in various MSCI ESG and FTSE4Good indices.In investor relations,TSMC continued to r

55、eceive multiple awards from Institutional Investor Magazine.010011As the world grows more complex,semiconductor technology is the foundational technology for the modern digital economy.The semiconductor value in the global supply chain continues to increase,providing greater value for our customers,

56、and greater value opportunities for TSMC.We do not take our role and responsibility in the global semiconductor industry lightly.We will not deviate from our pure-play foundry business model,which has demonstrated time and again to be a win-win model for TSMC and our customers.We will continue to up

57、hold our Trinity of Strengths of Technology Leadership,Manufacturing Excellence,and Customer Trust,to enable our customers to unleash their innovations in their end markets.We will hold ourselves to the highest standards of corporate governance,and will adhere to our core values of Integrity,Commitm

58、ent,Innovation and Customer Trust,no matter where we operate,while pursuing a sustainable future.We deeply value your trust in TSMC through the challenges of 2023.We are very excited about our future,and will work hard to run our business well,deliver good results and continue to maximize the value

59、for our shareholders in the years to come.OutlookEntering 2024,macroeconomic weakness and geopolitical uncertainties persist,potentially further weighing on consumer sentiment and end market demand.Against that backdrop,our business is expected to be supported by the continued strong ramp of our ind

60、ustry-leading 3nm technologies and robust AI-related demand,and we expect 2024 to be a healthy growth year for TSMC.Recent developments,such as growing national security concerns,the reshaping of global supply chains,and the intensifying competition in the quest for AI supremacy,have deepened geopol

61、itical uncertainties.At the same time,as AI technology evolves to use more complex AI models,the amount of computation required for training and inference continues to increase.As a result,AI models need to be supported by more powerful semiconductor hardware,which use the most advanced semiconducto

62、r process technologies.TSMCs success is predicated on providing the industrys most leading edge process technologies at scale,in the most efficient and cost-effective manner,to enable innovators to successfully offer the best products to the world.As we become a technology leader in the semiconducto

63、r industry,we are shouldering a greater responsibility of R&D and investment in the industry.With our strong technology leadership in leading edge process technologies and advanced packaging solutions,we are able to capture a greater portion of the industrys growth opportunities.We focus on the fund

64、amentals of our business,and will execute our global manufacturing footprint strategy purposefully,to support our customers growth and increase their trust.We will continue to drive digital excellence across all our fabs globally and work towards fully intelligent and automated manufacturing.We are

65、determined to be the most efficient and cost-effective manufacturer,no matter where we operate.C.C.WeiChief Executive OfficerMark Liu ChairmanAnnual Growth RateCapacity:million 12-inch equivalent wafers202215-169%202316-176%20246%17-18Capacity Plan202358%42%53%2022202460-70%30-40%7nm 7nm2024 wafer s

66、hipment is expected to be 13-14 million 12-inch equivalent wafers.Wafer Sales Plan47%Consolidated revenue reached NT$2,161.74 billion Diluted earnings per share were NT$32.34Net income was NT$838.50 billionTotal cash dividend payments raised to NT$11.25 per share,up from NT$11.0 a year agoTSMCs firs

67、t Zero-Waste Manufacturing Center commenced operation Chosen once again as a component of the Dow Jones Sustainability Indices,becoming the only semiconductor company to be selected for 23 consecutive yearsIn terms of patent grants,TSMC had accumulated over 62,000 patents worldwide as of the end of

68、2023.The company was ranked 3rd among U.S.patentees and1st among patentees in TaiwanAdvanced technologies(N7 and beyond)accounted for 58%of total wafer revenueFrontend 3DIC technologies,TSMC-SoIC(System on Integrated Chips)entered mass productionManufactured 11,895 different products using 288 disti

69、nct technologies for 528 customersTSMC produced 28%of the world semiconductors excluding memory output valueInvestment in R&D reachedUS$5.85 billionGross profit margin was 54.4%The worlds 1st semiconductor company to join the RE100,TSMC has committed to 100%renewable energy by 2040TSMC Taiwan fabs f

70、irst in global semiconductor industry to jointly obtain platinum rating for UL 2799 waste recycling standardTSMC Financial,Operational,and Sustainability Performance Highlights015JASMTSMCs total wafer shipments were 12 million 12-inch equivalent wafers in 2023.2Company Profile0160172.1 An Introducti

71、on to TSMCEstablished in 1987 and headquartered in Hsinchu Science Park,Taiwan,TSMC pioneered the pure-play foundry business model with an exclusive focus on manufacturing its customers products.By choosing not to design,manufacture or market any semiconductor products under its own name,the Company

72、 ensures that it never competes with its customers.Based on this founding principle,the key to TSMCs success has always been to enable its customers success.TSMCs foundry business model has led to the rise of the global fabless industry and,since its inception,TSMC has been one of the world-leading

73、semiconductor foundries.In 2023,the Company manufactured 11,895 different products using 288 distinct technologies for 528 different customers.TSMC-made semiconductors serve a global customer base that is large and diverse entailing a wide range of applications.These products are used in a variety o

74、f end markets including high performance computing,smartphones,the Internet of Things(IoT),automotive,and digital consumer electronics.Such strong diversification helps to smooth fluctuations in demand,which in turn allows TSMC to maintain high levels of capacity utilization and profitability,and ge

75、nerate healthy returns for future investment.The annual capacity of the manufacturing facilities managed by TSMC and its subsidiaries exceeded 16 million 12-inch equivalent wafers in 2023.These facilities include four 12-inch wafer GIGAFAB fabs,four 8-inch wafer fabs,and one 6-inch wafer fab all in

76、Taiwan as well as one 12-inch wafer fab at a wholly owned subsidiary,TSMC Nanjing Company Limited,and two 8-inch wafer fabs at wholly owned subsidiaries,TSMC Washington(previously called WaferTech)in the United States and TSMC China Company Limited.In August 2023,TSMC announced its plan to jointly i

77、nvest in European Semiconductor Manufacturing Company(ESMC)GmbH,in Dresden,Germany,to build a specialty technology fab focusing on automotive and industrial applications.70%of ESMCs equity stake is owned by TSMC,with Robert Bosch GmbH,Infineon Technologies AG,and NXP Semiconductors N.V.each holding

78、10%equity stake.Total investments are expected to exceed 10 billion Euros.The planned fab is expected to have a monthly capacity of 40,000 300mm(12-inch)wafers on TSMCs 28nm/22nm planar complementary metal oxide semiconductor(CMOS)flexibility to unleash innovation and is another differentiating comp

79、etitive advantage for the Company.2.2.2 Market OverviewTSMC estimates that the worldwide semiconductor market excluding memory reached US$481 billion in revenue in 2023,representing a 2%decline from 2022.In the foundry segment of the semiconductor industry,total revenue fell to US$114 billion in 202

80、3,a 13%year-over-year decrease.2.2.3 Industry Outlook,Opportunities and ThreatsFoundry Industry Demand and Supply OutlookIn 2023,TSMCs revenues in the foundry segment declined,primarily due to the weak electronic equipment(EE)end demand and supply-chain inventory corrections.Although industry megatr

81、ends,such as 5G,artificial intelligence(AI),and accelerating digital transformation remained intact,macro-economic uncertainties dampened both consumer and business spending,resulting in reduced demand for many EE devices,such as smartphones and personal computers(PCs).In addition,the electronics su

82、pply chain experienced severe inventory corrections throughout 2023 to digest the excess inventory that had accumulated over the past two years due to supply uncertainties,impacting the growth of foundry segment and TSMC.Looking ahead to 2024,macro-economic and geopolitical uncertainties remain high

83、.However,TSMC expects end demand for many EE products such as smartphones and PCs to gradually recover with mild growth spurred in part by the pent-up demand after consecutive declines in the past two years.In addition,the acceleration of AI related adoptions will also fuel demand for semiconductors

84、.The Company also expects the overall excess inventory in the system and IC companies to be largely digested and back to healthy levels by the first half of 2024,establishing a solid base for growth in 2024.For the longer term,driven by the above-mentioned megatrends and increasing semiconductor con

85、tent in most EE devices,TSMC projects a high single-digit compound annual growth rate for the worldwide semiconductor market excluding memory from 2023 through 2028.Furthermore,the Company expects foundry segment revenue growth to outpace the growth of semiconductors excluding memory,fueled by conti

86、nuing market share gains by fabless companies,increases in integrated device manufacturer(IDM)outsourcing,and the expanding use of in-house application-specific integrated circuits(ASIC)by systems companies.As an upstream supplier in the semiconductor supply chain,the foundry segment is tightly corr

87、elated with the market health of all major platforms including high performance computing(HPC),smartphones,Internet of Things(IoT),automotive,and digital consumer electronics(DCE).High Performance Computing(HPC)The HPC platform includes PCs,tablets,game consoles,servers,base stations and more.Major

88、HPC unit shipments declined 14%in 2023 due to prolonged high inflation,macro-economic uncertainty and continued inventory correction,all resulting in weak demand on the consumer side.Meanwhile,demand for servers and data centers equipped with accelerators was relatively healthy,to fulfill the rapidl

89、y expanding types and needs of AI applications,especially generative AI,and continued 5G base station deployment.Moving into 2024,despite lingering macro-economic uncertainty,TSMC projects low-single-digit growth in HPC unit shipments driven by normalized inventory levels,pent-up demand resulting fr

90、om declines in the past two years,and the ongoing AI arms race.Longer term,an increasingly intelligent and more connected 5G world will demand massive computing power as well as increasingly energy-efficient computing.Both of these require higher performance and more power-efficient central processi

91、ng units(CPUs),graphics processor units(GPUs),Network Processing Units(NPUs),AI accelerators,and related ASICs,which will drive the overall HPC platform towards richer silicon content,more advanced process technologies and advanced 3D packaging.These trends are all favorable to TSMC given TSMCs tech

92、nology leadership in these areas SmartphonesDue to higher inflation,a soft global economy and the ongoing Russo-Ukrainian war,smartphone unit shipments declined 6%in 2023,reflecting a slowdown in the pace of 5G commercialization as well,thus prolonging the replacement cycle of 4G.The long supply cha

93、in inventory correction having subsided,smartphone growth is expected to return due to greater demand from emerging countries as well as cyclical recovery.TSMC therefore projects a low-single-digit growth for the smartphone market in 2024.Over the longer term,however,the inevitable migration to 5G,t

94、ogether with and 16nm/12nm FinFET process technology.ESMC aims to begin construction of the fab in the second half of 2024 with production targeted to begin by the end of 2027.The Company continues to execute its plan to construct and operate two fabs in Arizona,the United States.Production of the f

95、irst fab is targeted for the first half of 2025 and construction of the second fab is ongoing.TSMC is also building a new fab in Kumamoto,Japan,with production projected for late 2024.TSMC provides customer support,account management and engineering services through offices in North America,Europe,J

96、apan,China,and South Korea.At the end of 2023,the Company and its subsidiaries employed more than 76,000 people worldwide.The Company is listed on the Taiwan Stock Exchange(TWSE)under ticker number 2330,and its American Depositary Shares(ADSs)are traded on the New York Stock Exchange(NYSE)under the

97、symbol TSM.2.2 Market/Business Summary2.2.1 TSMC AchievementsIn 2023,TSMC maintained its leading position in the foundry segment of the global semiconductor industry by accounting for 28%of the worldwide semiconductor market excluding memory,a decrease from 30%in 2022,mainly due to the semiconductor

98、 industry inventory correction.The Companys strong market position stems in great part from its leadership in advanced process technologies.In 2023,58%of TSMCs wafer revenue came from advanced manufacturing processes defined as geometries of 7nm and smaller up from 53%in 2022.TSMC offers a comprehen

99、sive technology portfolio and continues to invest in advanced technologies,specialty technologies,and advanced packaging and silicon stacking technologies,to provide customers more added value.In addition to its leadership in advanced process and specialty technologies,TSMC offers TSMC 3DFabric,a co

100、mprehensive family of 3D silicon stacking and advanced packaging technologies to complement its process technology offerings.TSMC 3DFabric provides customers greater chip design 018019improved performance,longer battery life,biosensors and more edge AI features,will all continue to propel smartphone

101、 sales growth going forward.High performance and power efficient IC technologies are essential requirements among handset manufacturers,and highly integrated chips and advanced 3D packaging designs are the preferred solutions to optimize cost,power and form factor(IC footprint and thickness).The mig

102、ration to advanced process technologies will certainly continue,spurred by the need for higher performance chips to run edge AI applications and various complex software computations as well as higher resolution images and video.TSMC is an acknowledged leader in process technology for manufacturing

103、highly integrated chips and advanced 3D packaging designs and,as such,is very well positioned to serve the evolving smartphone market.Internet of Things(IoT)The IoT platform includes various types of smart connected devices ranging from wearables and health monitors to home and industrial automation

104、 devices.After the pandemic,digital transformation has resumed,refueling IoT growth momentum.Consumer and enterprise spending,however,was also held back by global inflation and economic slowdown.The end result was a modest 3%growth rate in IoT device shipments in 2023,with smart health and smart ret

105、ail devices as the major drivers.As IoT devices incorporate more AI features,the IoT industry is expected to maintain long-term growth.The first half of 2024 is projected to remain somewhat depressed,with growth momentum expected to recover in the second half.Overall,TSMC projects IoT unit shipments

106、 will enjoy a high-single-digit growth in 2024.Additionally,as more AI functions to be incorporated,IoT devices will require chips with higher performance and lower power consumption.TSMC offers various manufacturing processes that supports the need of IoT industry,including advanced technology,ultr

107、a-low power(ULP),and various special process technologies,to support customers in providing differentiated,innovative and competitive products,and fulfill requirements of sustainability development.AutomotiveThe global automotive market continues to recover from the supply constraints of the past co

108、uple years.Worldwide car unit production grew 9%in 2023,supported by pent-up consumer demand and OEM inventory restocking as supply chains normalized.The ongoing headwinds of high inflation and macro-economic uncertainty,however,are expected to hold global car unit production to low-single-digit dec

109、line in 2024.The megatrend in the automotive industry today is moving toward“greener,safer and smarter,”which will accelerate the adoption of electric vehicles(EVs),advanced driver assistance systems(ADAS)and smart cockpit/infotainment systems,along with new electrical/electronic(E/E)architecture.Al

110、l these will lead to further boost demand for Application Processor(AP)/Microcontroller Unit(MCU)/ASIC processors,in-car networking,sensors,and power management ICs(PMICs),thus continuously increasing the silicon content per car.TSMC is well-positioned to support the automotive industrys megatrend t

111、ransition,by providing advanced process technologies and manufacturing solutions that enable customers to develop competitive products for the automotive market.In addition,TSMC also offers a range of automotive-grade manufacturing processes,including those with AEC-Q100 and ISO 26262 certification,

112、to ensure the highest levels of quality and reliability for automotive applications.Digital Consumer Electronics(DCE)The global DCE market declined 3%in 2023 as overall demand was sluggish for TVs,set-top boxes(STB)and other consumer products that sold well during pandemic.Fighting longer replacemen

113、t cycles,as well as high inflation squeezing consumer budgets,the TV market had a modest upswing of shipments in the U.S.due to restocking of low channel inventory but it was offset by weak demand in China,where economic growth has slowed and consumer spending fell due to a variety of factors includ

114、ing a weakened housing market,low marriage rates,and the US-China decoupling.In 2024,the DCE market is expected to have gradual recovery in Europe and emerging regions.Therefore,TSMC forecasts shipments to show a low-single-digit annual growth rate.Potential growth drivers of the DCE market include

115、large screens,120Hz/165Hz high frame rate Gaming TVs,voice AI control,and WiFi 6 connectivity.Regardless of the timing of the recovery,TSMCs advanced technologies will continue to enable DCE customers to create and differentiate their innovative products.Supply ChainThe electronics industry features

116、 a long and complex supply chain,the elements of which are correlated and highly interdependent.At the upstream manufacturing level,IC vendors need to have sufficient and flexible supply deliveries to handle fluctuating demand dynamics.Foundry vendors play an important role in maintaining the health

117、 and effectiveness of the supply chain.As a leader in the foundry segment,TSMC provides advanced technologies and large-scale capacity to complement the innovations created in the downstream chain.2.2.4 TSMC Position,Differentiation and StrategyPositionTSMC is a global semiconductor foundry leader i

118、n advanced and specialty technologies and in advanced packaging technologies.In 2023,TSMC accounted for 28%of the worldwide semiconductor market excluding memory,a decrease from 30%in 2022,mainly due to the semiconductor industry inventory correction.Net revenue by geography,calculated mainly on the

119、 country in which customer companies are headquartered,was:68%from North America;12%from China;8%from the Asia Pacific region,excluding China and Japan;6%from Europe,the Middle East and Africa;and 6%from Japan.Net revenue by platform was:43%HPC;38%smartphones;8%the IoT;and 6%automotive.In addition,2

120、%came from DCE,while other segments accounted for the remaining 3%.DifferentiationTSMCs leadership position is based on three defining competitive strengths and a business strategy rooted in the Companys heritage.The Company distinguishes itself from the competition through its technology leadership

121、,manufacturing excellence,and customer trust.As a technology leader,TSMC is consistently first among dedicated foundries to provide leading-edge,next-generation technologies.The Company also maintains a leadership position in more mature technologies by applying the lessons learned in developing adv

122、anced technologies to enrich its specialty technologies.Beyond process technology,TSMC has established frontend and backend integration capabilities to create the optimum power/performance/area“sweet spot”to help customers achieve faster time to production.TSMC is well recognized for industry-leadin

123、g manufacturing capabilities and further extends its leadership through its Open Innovation Platform(OIP)and Grand Alliance initiatives.The Companys OIP initiative accelerates the pace of innovation in the semiconductor design community and among the Companys ecosystem partners,as well as in its own

124、 IP,design and technology co-optimization(DTCO)capabilities,process technology and backend services.A key element is a set of ecosystem interfaces and collaborative components initiated and supported by the Company to more efficiently empower innovation throughout the supply chain and drive the crea

125、tion and sharing of new revenue and profits.The TSMC Grand Alliance is one of the most powerful forces for innovation in the semiconductor industry,bringing together customers,electronic design automation(EDA)partners and IP partners,along with the partners in the new 3DFabric Alliance,and key equip

126、ment and material suppliers all to achieve new,higher levels of collaboration.Through this collaboration,the Grand Alliances objective is to help customers,Alliance members and TSMC improve competitiveness and win business.The foundation for customer trust is a commitment TSMC made when it opened fo

127、r business in 1987 to never compete with its customers.In keeping this commitment,the Company has never designed,manufactured or marketed any integrated circuits under its own name,but instead has focused all of its efforts and resources on becoming the trusted foundry for its customers.StrategyTSMC

128、 is confident that its competitive advantages will enable it to prosper from the foundry segments many attractive growth opportunities.For the five major markets,namely smartphones,high performance computing,the Internet of Things,automotive,and digital consumer electronics,and in response to the fa

129、ct that the focus of customer demand is shifting from a process-technology-centric to a product-application-centric approach,the Company has constructed five corresponding technology platforms to provide customers with comprehensive,competitive logic process technologies,specialty technologies,IPs a

130、nd packaging and testing technologies to shorten customers time to design and time to market.These five platforms are:020021High Performance Computing(HPC):Driven by data explosion and AI application innovation,HPC has become one of the key growth drivers for TSMCs business.TSMC provides customers,i

131、ncluding both fabless IC design companies and system companies,with leading-edge logic process technologies such as 3nm FinFET(N3),4nm FinFET(N4),5nm FinFET(N5),6nm FinFET(N6),7nm FinFET(N7),and 12nm/16nm FinFET(N12/N16),as well as comprehensive IPs including high-speed interconnect IPs,to meet cust

132、omers product requirements for transferring and processing vast amounts of data anywhere at any time.Specifically,the Company introduced its HPC focused technologies,N4X and N3X,representing the ultimate performance and maximum clock frequencies in TSMCs 5nm and 3nm families,respectively.Based on ad

133、vanced process nodes,a variety of HPC products have been launched,such as AI accelerators(AI GPUs and AI ASICs),PC CPUs,consumer GPUs,field programmable gate arrays(FPGAs),server processors,and high-speed networking chips,etc.These products can be used in current and future 5G/6G infrastructures,AI,

134、Cloud,and enterprise data centers.The Company also offers multiple TSMC 3DFabric advanced packaging and silicon stacking technologies,such as CoWoS,Integrated Fan-Out(InFO),and TSMC-SoIC,to enable homogeneous and heterogeneous chip integration to meet customer requirements for high performance,high

135、compute density and high energy efficiency,low latency,and high integration.TSMC will continue to optimize its high performance computing platform and strengthen collaboration with customers to help them capture market growth in HPC markets.Smartphone:For customers premium product applications,TSMC

136、offers leading logic process technologies such as N3 Enhanced(N3E),N3,N4 Plus(N4P),N4,N5 Plus(N5P),N5,as well as comprehensive IPs to further enhance chip performance,reduce power consumption,and decrease chip size.For mainstream product applications,the Company offers a broad range of logic process

137、 technologies,including N6,7nm FinFET Plus(N7+),N7,12nm FinFET compact plus(12FFC+),12nm FinFET compact(12FFC),16nm FinFET compact plus(16FFC+),16nm FinFET compact(16FFC),28nm high performance compact(28HPC),28nm high performance mobile compact plus(28HPC+),and 22nm ultra-low power(22ULP),in additio

138、n to comprehensive IPs,to satisfy customer needs for high performance and low power chips.Furthermore,for premium and mainstream product applications,the Company offers highly competitive,leading-edge specialty technologies to deliver specialty companion chips for customers logic application process

139、ors,including radio frequency(RF),RF frontend,embedded flash memory,emerging memory,power management ICs,sensors,and display chips,as well as TSMC 3DFabric advanced packaging technologies,such as industry-leading InFO technology.Internet of Things(IoT):To serve the three megatrends of the IoT,“every

140、thing connected,smart and green,”TSMC not only provides customers with solid logic technologies,including 5nm,6nm,7nm,12nm,16nm,and 28nm,but also builds a leading,complete and highly integrated ULP technology platform based on its logic technologies to enable customers product innovations for the ar

141、tificial intelligence of things(AIoT).TSMCs industry-leading ULP technologies,including the new FinFET-based 6nm technology N6eTM and 12nm technology N12eTM,feature both energy efficiency and high performance.These technologies provide more computing power and AI inferencing capability while reducin

142、g system power consumption.In addition,the planar transistor based mainstream technologies,such as 22nm ultra-low leakage(ULL),28nm ULP,40nm ULP,and 55nm ULP technologies,have been widely adopted by various IoT system-on-a-chip(SoC)and battery-powered products to extend battery life.TSMCs ULP techno

143、logy platform also provides customers with comprehensive specialty technologies,covering RF,enhanced analog devices,embedded flash memory,emerging memory,sensors and display devices,and power management ICs,as well as multiple TSMC 3DFabric advanced packaging technologies,including InFO technology.I

144、n doing so,TSMC supports the demand of various and rapidly growing AIoT product applications,including AP and edge computing MCU,wireless connectivity,Bluetooth,baseband processor,radio frequency identification(RFID),display devices and PMICs.For extreme low power product application requirements,TS

145、MC has also extended its low operating voltage(Low Vdd)offerings and has provided simulation program with integrated circuit emphasis(SPICE)models with wide-range operating voltages and design guidelines to lower the adoption barrier and reduce product lead time to help customers successfully launch

146、 innovative products.Automotive:TSMC offers a comprehensive spectrum of technologies and services to support the automotive industrys three megatrends building vehicles that are“safer,smarter and greener”.The Company is also an industry leader in providing a robust automotive IP ecosystem,which cove

147、rs 5nm FinFET,7nm FinFET,and 16nm FinFET technologies,for ADAS,advanced in-vehicle infotainment(IVI),as well as zonal controllers for new E/E architecture in the next generation vehicles(internal combustion engine(ICE)and EV).In 2023,TSMC introduced its N3 Auto Early(N3AE)program,providing automotiv

148、e process design kits(PDKs)to support automotive customers to adopt the industrys most advanced 3nm technology early on to design automotive application products.In addition to its advanced logic platform,TSMC offers a broad array of competitive automotive-grade specialty technologies including 28nm

149、 embedded flash memory,28nm,22nm,and 16nm mmWave RF,high sensitivity CMOS Image Sensor(CIS)/light detection and ranging(LiDAR)sensors,and PMICs.The emerging technology of magneto-resistive random access memory(MRAM)has demonstrated automotive Grade-1 capability on 22nm and has passed automotive Grad

150、e-1 requirements on 16nm in 2023.All these technologies are applied to TSMCs automotive process qualification standards based on AEC-Q100 standards of Automotive Electronic Council(AEC)and/or meeting customers technology specifications.Digital Consumer Electronics(DCE):TSMC provides customers with l

151、eading,comprehensive technologies to deliver AI-enabled smart devices for DCE applications,including smart digital TVs(DTV),STB,AI-embedded smart cameras and associated wireless local area networks(WLAN),PMICs,and timing controllers(T-CON).The Companys leading N6,N7,16FFC/12FFC,22ULP/22ULL and 28HPC

152、+technologies have been widely adopted by leading global makers of 8K/4K DTV,4K streaming STB/over-the-top(OTT),digital single-lens reflex(DSLR)devices,and so on.TSMC will continue to make these technologies more cost competitive through die size shrink for customers digital intensive chip designs a

153、nd to drive lower power consumption for more cost-effective packaging.TSMC continually strengthens its core competitiveness and deploys both short-and long-term plans for technology and business development and assists customers in taking on the challenges of short product cycles and intense competi

154、tion in the electronic products market to meet return on investment(ROI)and growth objectives.Short-Term Semiconductor Business Development Plan1.Substantially ramp up the business and sustain advanced technology market segment share by continually increasing capacity and R&D investments.2.Maintain

155、mainstream technology market segment share by expanding business to new customers and market segments.3.Continue to enhance the competitive advantages of the Companys technology platforms in HPC,smartphones,IoT,automotive,and digital consumer electronics to expand TSMCs dedicated foundry services in

156、 these product applications.4.Further expand TSMCs business and service infrastructure into emerging and developing markets.Long-Term Semiconductor Business Development Plan1.Continue developing leading-edge technologies at a predictable pace to achieve greater energy-efficient computing.2.Broaden s

157、pecialty business contributions by further developing derivative technologies.3.Provide more integrated services,covering system-level integration design,design technology definition,design tool preparation,wafer processing,TSMC 3DFabric advanced packaging and silicon stacking technologies,and testi

158、ng services,and so on,all of which deliver more value to customers through optimized solutions.0220232.3 Organization2.3.1 Organization ChartShareholders MeetingAudit and Risk CommitteeCompensation and People Development CommitteeAs of 03/01/2024Board of DirectorsChairmanVice ChairmanCEO OfficeOpera

159、tionsOverseas Operations OfficeResearch and DevelopmentPathfinding for System IntegrationEurope and Asia SalesNorth AmericaBusiness DevelopmentQuality and ReliabilityCorporate Information TechnologyMaterials ManagementCorporate Governance OfficerInternal AuditESGNominating,Corporate Governance and S

160、ustainability Committee2.3.2 Major Corporate FunctionsOperations Includes managing all fabs in Taiwan and overseas;manufacturing technology development;product engineering,advanced packaging technology development,production and service integration Overseas Operations Office Support the expansion of

161、 our global footprint and oversee TSMC Arizona Organization,JASM Organization and ESMC Organization Research and Development Advanced technology development,exploratory research,and design and technology platform development,specialty technology developmentPathfinding for System Integration System I

162、ntegration Technology PathfindingEurope and Asia Sales Customer business,technical marketing,and regional market development in Europe and Asia(China,Japan,South Korea and Taiwan);immediate and comprehensive technical support,as well as customer service including customers in North America North Ame

163、rica Sales and market development,field technical solutions and business operations for customers in North AmericaBusiness Development Identification of market trends and new applications that shape the technology roadmap and portfolios for the Company;also provides key support in strengthening cust

164、omer relationships along with Company branding management Quality and Reliability Assurance of the quality and reliability of the Companys products by resolving issues at the developmental stage;improving and managing product quality at the production stage;providing solutions to customers quality r

165、elated issues;and providing services for advanced materials and failure analysisCorporate Information Technology Integration of the Companys technology and business IT systems;infrastructure development;implementing big data and machine learning to improve the Companys productivity and accelerate R&

166、D delivery Materials Management Procurement,warehousing,import and export,and logistics supportCorporate Planning Organization Planning for operational resources,as well as for production and demand;integration of business processes,corporate pricing,market analysis and forecastingCorporate Strategy

167、 DevelopmentRisk ManagementImplementation of Enterprise Risk Management,Business Continuity Management and Crisis ManagementCorporate Environmental,Safety and HealthEnvironmental protection,safety and health management and strategy formulationCorporate Information SecurityCommunication services and

168、assurance of IT security and service qualityFinance and Spokesperson Corporate finance,accounting and corporate communications;with the head of the organization also serving as the Company SpokespersonLegal Corporate legal affairs including regulatory compliance,commercial transactions,patents and m

169、anagement of other intellectual properties,and litigation Human Resources Personnel management,organizational development,physical security management,employee services and wellness managementInternal Audit Inspection and review of the Companys internal control system,its adequacy in design and effe

170、ctiveness in operation,with independent risk assessment to ensure compliance with the Companys policies and procedures as well as with external regulationsESG Identify ESG issues in relation to the Companys operations and stakeholders concern,frame sustainability strategies,goals,action plans and tr

171、ack implementation results,continuing to create sustainability valueCo-COO OfficeCorporate Planning OrganizationCorporate Strategy DevelopmentFinanceLegalHuman Resources0240252.4 Board Members2.4.1 Information Regarding Board Members Title/NameGenderAgeNationality or Place of RegistrationDate Electe

172、dTerm ExpiresDate First ElectedShares Held When ElectedShares Currently HeldShares Currently Held by Spouse&Minors Selected Education and Professional QualificationPast PositionsCurrent Positions at Non-profit OrganizationsSelected Current Positions at TSMC and Other CompaniesShares(Note 1)%Shares(N

173、ote 1)%Shares(Note 1)%ChairmanMark LiuMale66-70U.S.07/26/202107/25/202406/08/201712,913,1140.05%12,967,1920.05%-Selected Education and Professional QualificationBachelor Degree in Electrical Engineering,National Taiwan UniversityMaster Degree and Ph.D.in Electrical Engineering&Computer Science,Unive

174、rsity of California,Berkeley,U.S.Laureate,Industrial Technology Research Institute(ITRI)Past PositionsPresident,Worldwide Semiconductor Manufacturing Corp.Senior Vice President,Advanced Technology Business,TSMCSenior Vice President,Operations,TSMCExecutive Vice President and Co-Chief Operating Offic

175、er,TSMCPresident and Co-CEO,TSMCChairman,Taiwan Semiconductor Industry Association(TSIA)NoneVice ChairmanC.C.WeiMale71-75R.O.C.07/26/202107/25/202406/08/20177,179,2070.03%6,392,8340.02%700,2610.00%Selected Education and Professional QualificationBachelor and Master Degrees in Electrical Engineering,

176、National Chiao Tung UniversityPh.D.in Electrical Engineering,Yale University,U.S.Honorary Ph.D.,National Yang Ming Chiao Tung UniversityLaureate,Industrial Technology Research Institute(ITRI)Past PositionsSenior Vice President,Technology,Chartered Semiconductor Manufacturing Ltd.,SingaporeSenior Vic

177、e President,Mainstream Technology Business,TSMCSenior Vice President,Business Development,TSMCExecutive Vice President and Co-Chief Operating Officer,TSMCPresident and Co-CEO,TSMCChairman,Taiwan Semiconductor Industry Association(TSIA)CEO,TSMCDirectorF.C.TsengMale76-80R.O.C.07/26/202107/25/202405/13

178、/199734,472,6750.13%29,472,6750.11%5,132,8550.02%Selected Education and Professional QualificationBachelor Degree in Electrical Engineering,National Cheng Kung UniversityMaster Degree in Electrical Engineering,National Chiao Tung UniversityPh.D.in Electrical Engineering,National Cheng Kung Universit

179、yHonorary Ph.D.,National Chiao Tung UniversityHonorary Ph.D.,National Tsing Hua UniversityPast PositionsPresident,Vanguard International Semiconductor Corp.President,TSMCDeputy CEO,TSMCVice Chairman,TSMCIndependent Director,Chairman of Audit Committee&Compensation Committee Member,Acer Inc.Director,

180、National Culture and Arts Foundation,R.O.C.Current Positions at Non-profit OrganizationsChairman,TSMC Education and Culture FoundationDirector,Cloud Gate Culture and Arts FoundationDirector,Chu-Ming Medical FoundationChairman of:-TSMC China Company Ltd.(a non-public company)-Global UniChip Corp.Vice

181、 Chairman,Vanguard International Semiconductor Corp.Director National Development Fund,Executive Yuan(Note 2)Representative:Ming-Hsin KungMale56-60R.O.C.07/26/202107/25/202412/10/198607/24/2020(Note 3)1,653,709,980779(Note 3)6.38%0.00%1,653,709,9807796.38%0.00%-Selected Education and Professional Qu

182、alification Bachelor Degree in Statistics,Fu Jen Catholic UniversityMaster Degree in Economics,National Taiwan UniversityPh.D.in Economics,National Chung Hsing UniversityPast PositionsAdjunct Assistant Professor,Tamkang UniversityDeputy Executive Secretary,Industrial Development Advisory Council,Min

183、istry of Economic AffairsResearch Fellow,Science and Technology Advisory Group,Executive YuanResearch Fellow,Taiwan Institute of Economic ResearchVice President,Taiwan Institute of Economic ResearchAdvisory Committee Member,Mainland Affairs Council,Executive YuanConsultant,Ministry of Economic Affai

184、rsMember,National Stabilization Fund Management Committee,Executive YuanDeputy Minister,National Development Council&concurrently Executive Secretary,National Development Fund,Executive Yuan Deputy Minister,Ministry of Economic AffairsMinister without Portfolio,Executive YuanCurrent Positions at Non

185、-profit OrganizationsMinister without Portfolio,Executive Yuan&concurrently Minister,National Development CouncilThe Convener of National Development Fund,Executive YuanDirector,Taiwania Capital Management Corp.(Representative of National Development Fund,Executive Yuan)(a non-public company)As of 0

186、2/29/2024(Continued)026027Title/NameGenderAgeNationality or Place of RegistrationDate ElectedTerm ExpiresDate First ElectedShares Held When ElectedShares Currently HeldShares Currently Held by Spouse&Minors Selected Education and Professional QualificationPast PositionsCurrent Positions at Non-profi

187、t OrganizationsSelected Current Positions at TSMC and Other CompaniesShares(Note 1)%Shares(Note 1)%Shares(Note 1)%Independent DirectorSir Peter L.BonfieldMale76-80UK07/26/202107/25/202405/07/2002-Selected Education and Professional QualificationBachelor Degree in Engineering,Loughborough UniversityH

188、onorary Doctorate of Technology,Loughborough UniversityFellow of the Royal Academy of EngineeringKnighted,1996Awarded Commander of the Order of the British Empire(CBE),1989Awarded the Order of the Lion of FinlandAwarded the Gold Medal from the Institute of ManagementAwarded the Mountbatten Medal fro

189、m the National Electronics CouncilAwarded the FT ODX Outstanding Director Award,201911 Honorary Doctorate Degrees in totalPast PositionsSemiconductor Engineer,Texas Instruments Inc.(T.I.),U.S.Chairman and CEO,ICL Plc,UKCEO and Chairman of the Executive Committee,British Telecommunications PlcVice Pr

190、esident,the British Quality FoundationDirector,Mentor Graphics Corp.,U.S.Director,Sony Corp.,JapanDirector,L.M.Ericsson,SwedenChairman,GlobalLogic Inc.,U.S.Senior Advisor,Hampton Group,LondonChair of Council and Senior Pro-Chancellor,Loughborough University,UKBoard Member,EastWest Institute,New York

191、Chairman,NXP Semiconductors N.V.,the NetherlandsSenior Advisor,Alix Partners LLP,LondonAdvisory Board Member,The Longreach Group Ltd.,HKBoard Mentor,Chairman Mentors International(CMi)Ltd.,LondonNon-Executive Director of:-Imagination Technologies Group Ltd.,UK(a non-public company)-Darktrace Plc,UKI

192、ndependent DirectorKok-Choo ChenFemale76-80R.O.C.07/26/202107/25/202406/09/2011-Selected Education and Professional Qualification Inns of Court School of Law,EnglandBarrister-at-law,EnglandAdvocate&Solicitor,SingaporeAttorney-at-law,California,U.S.Professional ExperienceLawyer,Tan,Rajah&Cheah,Singap

193、ore(1969-1970)Lawyer,Sullivan&Cromwell,New York,U.S.(1971-1974)Lawyer,Heller,Erhman,White&McAuliffe,San Francisco,California,U.S.(1974-1975)Partner,Ding&Ding Law Offices,R.O.C.(1975-1988)Partner,Chen&Associates Law Offices,R.O.C.(1988-1992)Vice President,Echo Publishing,R.O.C.(1992-1995)President,Na

194、tional Culture and Arts Foundation,R.O.C.(1995-1997)Senior Vice-President and General Counsel,TSMC(1997-2001)Founder and Executive Director,Taipei Story House(2003-2015)Advisor,Executive Yuan,R.O.C.(2009-2016)Director,National Culture and Arts Foundation,R.O.C.(2011-2016)Chairman,National Performing

195、 Arts Center(2014-2017)Founder and Executive Director,Museum207,Taipei(2017-2022)Academic ExperienceLecturer,Nanyang University,Singapore(1970-1971)Associate Professor,Soochow University(1981-1998)Chair Professor,National Tsing Hua University(1999-2002)Professor,National Chengchi University(2001-200

196、4)Professor,Soochow University(2001-2008)Current Positions at Non-profit OrganizationsDirector,Republic of China Female Cancer FoundationFounder and Chairman,Artspace K,Hong Kong(2020-)NoneIndependent DirectorMichael R.SplinterMale71-75U.S.07/26/202107/25/202406/09/2015-Selected Education and Profes

197、sional Qualification Bachelor and Master Degrees in Electrical Engineering,University of Wisconsin-MadisonHonorary Ph.D in Engineering,University of Wisconsin-MadisonAwarded 2013 Robert N.Noyce Award by Semiconductor Industry AssociationMember of the National Academy of EngineeringRecognized as NACD

198、(National Association of Corporate Directors)Directorship CertifiedTM,2020Past PositionsExecutive Vice President of Technology and Manufacturing Group,Intel Corp.Executive Vice President of Sales and Marketing,Intel Corp.CEO,Applied Materials,Inc.Chairman,Applied Materials,Inc.Director,The NASDAQ OM

199、X Group,Inc.Director,Silicon Valley Leadership GroupDirector,SEMIDirector,Meyer Burger Technology Ltd.,SwitzerlandChairman of the Board,NASDAQ,Inc.Director,Pica8 Inc.,U.S.Director,University of Wisconsin Foundation,U.S.Chairman of the Board,US-Taiwan Business CouncilCurrent Positions at Non-profit O

200、rganizationsChair of Industrial Advisory Committee,National Institute of Standards and Technology,Department of Commerce,U.S.Lead Independent Director,NASDAQ,Inc.Independent Director and Compensation Committee Chair,Gogoro Inc.,Cayman IslandsIndependent Director,Compensation Committee Chair,and Nomi

201、nating and Corporate Governance Committee Member,Tigo Energy,Inc.,U.S.Independent Director,Kioxia Holdings Corp.,Japan(a non-public company)General Partner of:-WISC Partners LP,U.S.-MRS Business and Technology Advisors,U.S.(a non-public company)(Continued)028029Title/NameGenderAgeNationality or Plac

202、e of RegistrationDate ElectedTerm ExpiresDate First ElectedShares Held When ElectedShares Currently HeldShares Currently Held by Spouse&Minors Selected Education and Professional QualificationPast PositionsCurrent Positions at Non-profit OrganizationsSelected Current Positions at TSMC and Other Comp

203、aniesShares(Note 1)%Shares(Note 1)%Shares(Note 1)%Independent DirectorMoshe N.GavrielovMale66-70U.S.07/26/202107/25/202406/05/2019-Selected Education and Professional Qualification Bachelor Degree in Electrical Engineering,Technion-Israel Institute of TechnologyMaster Degree in Computer Science,Tech

204、nion-Israel Institute of TechnologyPast PositionsIn a variety of engineering and engineering management positions,National Semiconductor Corp.and Digital Equipment Corp.,U.S.In a variety of executive management positions,LSI Logic Corp.for nearly 10 years,U.S.CEO,Verisity,Ltd.,U.S.Executive Vice Pre

205、sident and General Manager of the Verification Division,Cadence Design Systems,Inc.,U.S.President and CEO,Xilinx,Inc.,U.S.Director,Xilinx,Inc.,U.S.Executive Chairman,Wind River Systems,Inc.,U.S.(2018-2022)Director,San Jose Institute of Contemporary Art,U.S.Chairman of:-SiMa Technologies,Inc.,U.S.(a

206、non-public company)-Foretellix,Ltd.,Israel(a non-public company)Independent Director,NXP Semiconductors N.V.,the NetherlandsIndependent DirectorYancey HaiMale71-75R.O.C.U.S.07/26/202107/25/202406/09/2020-Selected Education and Professional Qualification Master Degree in International Business Manage

207、ment,University of Texas at DallasLaureate,Industrial Technology Research Institute(ITRI)Past PositionsCountry Manager,GE Capital Taiwan Vice Chairman and CEO,Delta Electronics,Inc.(2004-2012)Chair,Strategic Steering Committee,Delta(2012-2021)Current Positions at Non-profit OrganizationsSenior Strat

208、egy Consultant,Cloud Computing&IoT Association in TaiwanDirector,Taiwan Business Council for Sustainable DevelopmentDirector,Delta Electronic FoundationSupervisor,Felix Chang FoundationDirector and Finance Committee Member,Chiang Ching-Kuo Foundation for International Scholarly ExchangeChairman,Taiw

209、an Climate PartnershipChairman,Delta Electronics,Inc.(Delta),2012-Chair of ESG Committee,Delta Director of Deltas subsidiaries:-Delta Electronics(Shanghai)Co.,Ltd.(a non-public company)-Delta Networks,Inc.(a non-public company)-Delta Electronics Capital Company(a non-public company)-Cyntec Co.,Ltd.(

210、a non-public company)Independent Director,Audit Committee member,ESG Committee member and Convener of Remuneration Committee,USI CorporationDirector and Commissioner of ESG&Net Zero Committee,CTCI CorporationIndependent DirectorL.Rafael ReifMale71-75U.S.07/26/202107/25/202407/26/2021-Selected Educat

211、ion and Professional QualificationIngeniero Elctrico Degree,Universidad de Carabobo,Valencia,VenezuelaMaster Degree and Ph.D.in Electrical Engineering,Stanford UniversityHonorary Doctor of Laws Degree,The Chinese University of Hong Kong(2015)Honorary Doctorates from Tsinghua University(2016),the Tec

212、hnion(2017),Arizona State University(2018)and University of Miami(2022)Member of Tau Beta Pi,the Engineering Honor SocietyMember of the Electrochemical SocietyFellow of the Institute of Electrical and Electronics Engineers(IEEE)Member of the American Academy of Arts and Sciences,the National Academy

213、 of Engineering and the Chinese Academy of EngineeringFellow of the National Academy of InventorsAwarded with United States Presidential Young Investigator Award(1984)Awarded with the Semiconductor Research Corporations Aristotle Award(2000)Awarded the Tribeca Disruptive Innovation Award(2012)Awarde

214、d the Frank E.Taplin,Jr.Public Intellectual Award by the Woodrow Wilson National Fellowship Foundation(2015)Awarded with Engineer of the Year from Great Minds in STEM(2018)Awarded the Simon Ramo Founders Award by the U.S.National Academy of Engineering(2022)Inventor or co-inventor on 13 patents,edit

215、or or Co-editor of 5 books,and supervisor to 38 doctoral thesesPast PositionsAssistant Professor,Universidad Simn Bolvar,Caracas,VenezuelaVisiting Assistant Professor of Electrical Engineering,Stanford UniversityFaculty,Massachusetts Institute of Technology(MIT),since 1980IBM Faculty Fellowship,MIT

216、Center for Materials Science and EngineeringAnalog Devices Career Development Professorship,MIT Electrical EngineeringFariborz Maseeh Professor of Emerging Technology,MIT(2004-2012)Director of Microsystems Technology Laboratories,MITAssociate Department Head of Electrical Engineering,MITHead of the

217、Department of Electrical Engineering and Computer Science(EECS),MITProvost,MITBoard Director,Schlumberger LimitedPresident,MIT(2012-2022)Current Positions at Non-profit OrganizationsPresident Emeritus,MIT,since 2023Ray and Maria Stata Professor of Electrical Engineering and Computer Science,MIT,sinc

218、e 2023Member of Board of Trustees,Carnegie Endowment for International PeaceDirector,Council on Foreign Relations,U.S.Director,Waverley Street Foundation,U.S.Member,Board of Trustees,Instituto Tecnolgico de Monterrey,MexicoCo-Chair of Growth Technical Advisory Board,Applied Materials,Inc.Remarks:1.N

219、o member of the Board of Directors held TSMC shares by nominee arrangement.2.Managers or Directors who are spouses or within second-degree relative of consanguinity to the directors:None.3.Chairman and President(or someone with an equivalent job responsibility,i.e.the highest ranking manager of the

220、company)are not(1)the same person,(2)in a marital relationship with each other,or(3)within one degree of consanguinity.Note 1:Does not include shares held in the form of ADSs.Note 2:Major Shareholders of the Institutional ShareholderInstitutional ShareholderMajor Shareholders(Top 10 Shareholders)of

221、the Institutional ShareholderNational Development Fund,Executive Yuan Not ApplicableNote 3:Mr.Ming-Hsin Kung was appointed as the representative of National Development Fund on July 24,2020.0300312.4.2 Remuneration of Directors and Independent Directors(Note 1)Unit:NT$Note 1:Directors and Independen

222、t Directors remuneration policies,procedures,standards and structure,as well as the linkage to responsibilities,risks and time spent:According to TSMCs Articles of Incorporation,the Board of Directors is authorized to determine the salary for the Chairman,Vice Chairman and Directors,taking into acco

223、unt the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C.and overseas.The Articles of Incorporation also provide that the compensation to directors shall be no more than 0.3%of annual profits and directors who also ser

224、ve as executive officers of TSMC are not entitled to receive compensation to directors.According to TSMCs Compensation and People Development Committee Charter,the distribution of compensation to directors shall be made in accordance with TSMCs“Rules for Distribution of Compensation to Directors”bas

225、ed on the following principles:(1)directors who also serve as executive officers of the Company are not entitled to receive compensation;(2)the compensation for independent directors may be higher than the other directors,as all independent directors also serve as members of the Audit and Risk Commi

226、ttee and the Compensation and People Development Committee and thus participate in the discussions as well as resolutions of related committee meetings in accordance with the charter of each committee;and(3)the compensation for overseas independent directors may be higher than domestic independent d

227、irectors,as they require additional time to attend quarterly meetings in Taiwan.Note 2:Pensions funded according to applicable law.Note 3:The compensation of directors was expensed based on the estimated payment amounts.If the actual amounts subsequently paid differ from the above estimated amounts,

228、the differences will be recorded in the year fully paid as a change in accounting estimate.Note 4:The above-mentioned figures include expenses for Company cars and related reimbursements,but do not include compensation of Company drivers(totaled NT$5,034,409).Note 5:Total remuneration of the directo

229、rs from TSMC and from all consolidated entities in 2022,including their employee compensation,both accounted for 0.1365%of 2022 net income.Title/NameDirectors RemunerationAmount and Ratio of Total A,B,C and D to Net IncomeCompensation to a Director Who is an Employee of TSMC or of TSMCs Consolidated

230、 EntitiesAmount and Ratio of Total A,B,C,D,E,F and G to Net Income(Note 5)Compensation to Directors from Non-consolidated Affiliates or Parent CompanyBase Compensation(A)Severance Pay and Pensions(B)(Note 2)Compensation to Directors(C)(Note 3)Allowances(D)(Note 4)Base Compensation,Bonuses,and Allowa

231、nces(E)(Note 4)Severance Pay and Pensions(F)(Note 2)Profit Sharing(G)From TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated Entit

232、iesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesCash Stock(Fair Market Value)Cash Stock(Fair Market Value)ChairmanMark Liu80,605,415 80,605,415278,299 278,299438,652,560 438,652,5601,417,464 1,417,464520,953,7380.0621%520,953,73

233、80.0621%-520,953,7380.0621%520,953,7380.0621%-Vice ChairmanC.C.Wei-328,137,656328,137,656278,299278,299219,326,280-219,326,280-547,742,235 0.0653%547,742,235 0.0653%-DirectorF.C.Tseng-10,560,00010,560,0001,221,743 1,221,74311,781,743 0.0014%11,781,743 0.0014%-11,781,7430.0014%11,781,7430.0014%19,450

234、,666 DirectorNational Development Fund,Executive YuanRepresentative:Ming-Hsin Kung-10,560,00010,560,000-10,560,0000.0013%10,560,0000.0013%-10,560,0000.0013%10,560,0000.0013%-Independent Director Sir Peter L.Bonfield-16,445,26416,445,264-16,445,2640.0020%16,445,2640.0020%-16,445,2640.0020%16,445,2640

235、.0020%-Independent Director Kok-Choo Chen-13,200,00013,200,000-13,200,0000.0016%13,200,0000.0016%-13,200,0000.0016%13,200,0000.0016%-Independent Director Michael R.Splinter-16,445,26416,445,264-16,445,2640.0020%16,445,2640.0020%-16,445,2640.0020%16,445,2640.0020%-Independent Director Moshe N.Gavriel

236、ov-16,445,26416,445,264-16,445,2640.0020%16,445,2640.0020%-16,445,2640.0020%16,445,2640.0020%-Independent Director Yancey Hai-13,200,00013,200,000-13,200,0000.0016%13,200,0000.0016%-13,200,0000.0016%13,200,0000.0016%-Independent DirectorL.Rafael Reif-16,445,26416,445,264-16,445,2640.0020%16,445,2640

237、.0020%-16,445,2640.0020%16,445,2640.0020%-Total80,605,415 80,605,415278,299 278,299551,953,616 551,953,616 2,639,207 2,639,207635,476,537 0.0758%635,476,5370.0758%328,137,656328,137,656278,299278,299219,326,280-219,326,280-1,183,218,7720.1411%1,183,218,7720.1411%19,450,666*Other than disclosure in t

238、he above table,Directors remunerations earned by providing services(e.g.providing consulting services as a non-employee of parent company/all consolidated entities/non-consolidated affiliates)to TSMC and all consolidated entities in the 2023 financial statements:Dr.F.C.Tseng for NT$17,783,760.032033

239、2.5 Management Team2.5.1 Information Regarding Management TeamAs of 02/29/2024Title NameGenderNationalityOn-board Date(Note 1)Shares HeldShares Held by Spouse&MinorsShares Held in the Name of OthersEducation and Selected Past PositionsSelected Current Positions at Other CompaniesManagers Who Are Spo

240、uses or within Second-degree Relative of Consanguinity to Each Other(Note 3)Shares(Note 2)%Shares(Note 2)%Shares(Note 2)%TitleNameRelationChief Executive OfficerC.C.Wei MaleR.O.C.02/01/19986,392,8340.02%700,261 0.00%-Ph.D.,Electrical Engineering,Yale University,U.S.President and Co-Chief Executive O

241、fficer,TSMCExecutive Vice President and Co-Chief Operating Officer,TSMCSenior Vice President,Business Development,TSMCSenior Vice President,Mainstream Technology Business,TSMCSenior Vice President,Chartered Semiconductor Manufacturing Ltd.NoneNoneNoneNoneSenior Vice President Human ResourcesLora HoF

242、emaleR.O.C.06/01/19994,414,7530.02%2,059,5300.01%-Master,Business Administration,National Taiwan University,TaiwanSenior Vice President,Europe and Asia Sales,TSMCSenior Vice President,Chief Financial Officer/Spokesperson,TSMCSenior Director,Accounting,TSMCVice President&CFO,TI-Acer Semiconductor Man

243、ufacturing Corp.Director and/or Supervisor,TSMC subsidiariesNoneNoneNoneSenior Vice President Research and DevelopmentWei-Jen Lo MaleR.O.C.07/01/20041,457,3280.01%-Ph.D.,Solid State Physics and Surface Chemistry,University of California,Berkeley,U.S.Vice President,Technology Development,TSMCVice Pre

244、sident,Manufacturing Technology,TSMCVice President,Advanced Technology Business,TSMCVice President,Operations II,TSMCDirector,Advanced Technology Development and CTM Plant Manager,Intel Corp.NoneNoneNoneNoneSenior Vice PresidentCorporate Strategy Office&Overseas Operations OfficeChairmanTSMC AZRick

245、CassidyMaleU.S.11/14/1997-Bachelor,Engineering Technology,United States Military Academy at West Point,U.S.Chief Executive Officer,TSMC North AmericaPresident,TSMC North AmericaVice President,TSMC North AmericaDirector,TSMC subsidiaryNoneNoneNoneSenior Vice President Operations&Overseas Operations O

246、fficeY.P.Chyn(Note 4)MaleR.O.C.01/01/19874,932,9640.02%4,190,1070.02%-Master,Electrical Engineering,National Cheng Kung University,TaiwanSenior Vice President,Product Development,TSMCVice President,Advanced Technology and Business,TSMCDirector,TSMC subsidiariesNoneNoneNoneSenior Vice PresidentResear

247、ch and DevelopmentY.J.Mii(Note 4)MaleR.O.C.11/14/19941,016,2730.00%-Ph.D.,Electrical Engineering,University of California,Los Angeles,U.S.Vice President,Technology Development,TSMC Senior Director,Platform I Division,TSMCNoneNoneNoneNoneSenior Vice PresidentChief Information Security OfficerInformat

248、ion Technology and Materials Management&Risk ManagementJ.K.Lin MaleR.O.C.01/01/198712,660,5010.05%1,168,9610.00%-Bachelor,Science,National Changhua University of Education,TaiwanVice President,Mainstream Fabs and Manufacturing Technology,TSMCSenior Director,Mainstream Fabs,TSMCNoneNoneNoneNoneSenior

249、 Vice PresidentEurope&Asia Sales and Research&Development/Corporate ResearchCliff Hou(Note 5)MaleR.O.C.12/15/1997435,5700.00%60,8020.00%-Ph.D.,Electrical Engineering,Syracuse University,U.S.Senior Vice President,Technology Development,TSMCVice President,Design and Technology Platform,TSMCSenior Dire

250、ctor,Design and Technology Platform,TSMCDirector and/or President,TSMC subsidiaries Director,TSMC affiliate NoneNoneNoneSenior Vice PresidentBusiness Development&Overseas Operations OfficeKevin Zhang(Note 5)MaleU.S.11/01/2016115,8670.00%-Ph.D.,Electrical Engineering,Duke University,U.S.Vice Presiden

251、t,Design and Technology Platform,TSMCVice President,Technology and Manufacturing Group,Intel Corp.NoneNoneNoneNoneSenior Vice President and General Counsel Corporate Governance Officer Legal Sylvia Fang(Note 6)FemaleR.O.C.03/20/1995707,793 0.00%67,906 0.00%384,0000.00%Master,Comparative Law,School o

252、f Law,University of Iowa,U.S.Attorney-at-law,TaiwanAssociate General Counsel,TSMCSenior Associate,Taiwan International Patent and Law Office(TIPLO)Director and/or Supervisor,TSMC subsidiaries NoneNoneNoneSenior Vice President and Chief Financial Officer SpokespersonFinance Wendell Huang(Note 6)MaleR

253、.O.C.05/03/19991,660,1660.01%-Master,Business Administration,Cornell University,U.S.Deputy Chief Financial Officer,TSMCSenior Director,Finance Division,TSMCVice President,Corporate Finance,ING BaringsVice President,Corporate Finance,Chase Manhattan BankVice President,Corporate Finance,Bankers Trust

254、CompanyDirector,Supervisor,and/or President,TSMC subsidiariesDirector,TSMC affiliateNoneNoneNoneVice PresidentOperations/Fab Operations ICEOOverseas Operations Office/TSMC AZY.L.WangMaleR.O.C.06/01/1992226,0430.00%1,135,529 0.00%-Ph.D.,Electrical Engineering,National Chiao Tung University,TaiwanVice

255、 President,Fab Operations,TSMCVice President,Technology Development,TSMCVice President,Fab 14B,TSMCSenior Director,Fab 14B,TSMCDirector,TSMC subsidiaryNoneNoneNoneVice President and TSMC Distinguished FellowPathfinding for System IntegrationDouglas Yu MaleR.O.C.12/28/1994258,4960.00%-Ph.D.,Materials

256、 Engineering,Georgia Institute of Technology,U.S.Vice President,Integrated Interconnect&Packaging,TSMCSenior Director,Integrated Interconnect&Packaging Division,TSMCNoneNoneNoneNoneVice President and TSMC FellowOperations/Advanced Technology and Mask EngineeringT.S.ChangMaleR.O.C.02/06/1995181,2890.

257、00%-Ph.D.,Electrical Engineering,National Tsing Hua University,TaiwanVice President,Product Development,TSMCVice President,Fab 12B,TSMCSenior Director,Fab 12B,TSMCNoneNoneNoneNone(Continued)034035Title NameGenderNationalityOn-board Date(Note 1)Shares HeldShares Held by Spouse&MinorsShares Held in th

258、e Name of OthersEducation and Selected Past PositionsSelected Current Positions at Other CompaniesManagers Who Are Spouses or within Second-degree Relative of Consanguinity to Each Other(Note 3)Shares(Note 2)%Shares(Note 2)%Shares(Note 2)%TitleNameRelationVice PresidentResearch and Development/Platf

259、orm TechnologyMichael WuMaleR.O.C.12/09/1996493,4040.00%198,9430.00%-Ph.D.,Electrical Engineering,University of Wisconsin-Madison,U.S.Senior Director,Platform Development,TSMC NoneNoneNoneNoneVice PresidentResearch and Development/PathfindingMin CaoMaleU.S.07/29/2002371,0550.00%34,4700.00%-Ph.D.,Phy

260、sics,Stanford University,U.S.Senior Director,Pathfinding Division,TSMCNoneNoneNoneNoneVice PresidentOperations/Fab Operations IICEOOverseas Operations Office/JASMY.H.LiawMaleR.O.C.08/03/1988375,5320.00%-430,0000.00%Master,Chemical Engineering,National Tsing Hua University,TaiwanVice President,Fab Op

261、erations,TSMCVice President,Fab 15B,TSMCSenior Director,Fab 15B,TSMCDirector,TSMC subsidiaries Director,TSMC affiliate NoneNoneNoneVice PresidentResearch and Development/Advanced Tool and Module DevelopmentSimon JangMaleR.O.C.09/01/1993356,8320.00%1,2500.00%-Ph.D.,Materials Science&Engineering,Massa

262、chusetts Institute of Technology,U.S.Senior Director,Advanced Tool and Module Development Division,TSMCNoneDeputy DirectorSharon JangsisterVice PresidentResearch and Development/More than Moore TechnologiesC.S.YooMaleR.O.C.06/16/19881,709,6170.01%219,9240.00%851,9080.00%Ph.D.,Chemical Engineering,Wo

263、rcester Polytech.Institute,U.S.Vice President,Europe&Asia Sales,TSMCSenior Director,Office of Strategy Customer Program,TSMCSenior Director,E-Beam Operation Division,TSMCNoneNoneNoneNoneVice PresidentQuality and Reliability and Operations/Advanced Packaging Technology and Service Jun HeMaleR.O.C.05/

264、22/201733,3100.00%-Ph.D.,Materials Science and Engineering,University of California,Santa Barbara,U.S.Senior Director,Quality and Reliability,TSMCSenior Director,Head of Quality and Reliability for Technology&Manufacturing Group,Intel Corp.Director,TSMC subsidiariesNoneNoneNoneVice PresidentResearch

265、 and Development/Platform TechnologyGeoffrey Yeap MaleU.S.03/21/201672,5320.00%-Ph.D.,Electrical and Computer Engineering,University of Texas-Austin,U.S.Senior Director,Platform Development,TSMCSenior Director,Advanced Technology,TSMCVice President,Engineering,Silicon Technology,QualcommNoneNoneNone

266、NoneVice President and Chief Information Officer Information Technology and Materials Management&Risk Management/Corporate Information TechnologyChris Horng-Dar LinMaleU.S.01/04/202141,1370.00%10,0000.00%-Ph.D.,Electrical Engineering and Computer Science,University of California,Berkeley,U.S.Vice Pr

267、esident,Information Technology,MozillaDirector,Enterprise Platform Infrastructure,FacebookNoneNoneNoneNoneVice PresidentCorporate Planning OrganizationJonathan Lee MaleR.O.C.05/28/2007395,0440.00%6,0000.00%-Master,Business Administration,City University of New York,Baruch College,U.S.Senior Director

268、,Strategic Planning Division,TSMCNoneNoneNoneNoneVice PresidentOperations/FacilityArthur ChuangMaleR.O.C.01/17/19892,608,1180.01%1,993,0400.01%-Ph.D.,Civil Engineering,National Taiwan University,TaiwanSenior Director,Facility Division,TSMCNoneNoneNoneNoneVice President and TSMC FellowResearch and De

269、velopment/Design&Technology PlatformL.C.LuMaleR.O.C.08/01/2000180,9570.00%15,0000.00%-Ph.D.,Computer Science,Yale University,U.S.Senior Director,Digital IPs Solution Division,TSMCNoneNoneNoneNoneVice PresidentResearch and Development/Integrated Interconnect&PackagingK.C.Hsu MaleR.O.C.11/01/202190,92

270、70.00%-Master,Technology Management,National Chiao Tung University,TaiwanTaiwan Country Manager,Micron Technology Inc.President,WaferTech LLCNoneNoneNoneNoneVice PresidentOperations/Fab Operations I CEOOverseas Operations Office/ESMCRay Chuang(Note 7)MaleR.O.C.12/15/1997180,3180.00%105,0000.00%-Mast

271、er,Materials Science&Engineering/Engineering Economics System,Stanford University,U.S.Senior Director,Fab 18A,TSMCDirector,Fab 12B,TSMCNoneNoneNoneNoneNote 1:On-board date means the official date joining TSMC.Note 2:Dose not include shares held in the form of ADSs.Note 3:President(or someone with an

272、 equivalent job responsibility,i.e.the highest ranking manager of the company)and Chairman are not(1)the same person,(2)in a marital relationship with each other,or(3)within one degree of consanguinity.Note 4:Mr.Y.P.Chyn and Dr.Y.J.Mii were appointed as Executive Vice Presidents and Co-Chief Operati

273、ng Officers,effective March 1,2024.Note 5:Dr.Cliff Hou and Dr.Kevin Zhang were appointed as Senior Vice Presidents and Deputy Co-Chief Operating Officers,effective March 1,2024.Note 6:Ms.Sylvia Fang and Mr.Wendell Huang were promoted to Senior Vice Presidents,effective February 6,2024.Note 7:Mr.Ray

274、Chuang was promoted to Vice President,effective May 9,2023.0360372.5.2 Compensation of CEO and Vice Presidents(Note 1)TitleNameSalary(A)Severance Pay and Pensions(B)(Note 5)Bonuses and Allowances(C)(Note 6)Profit Sharing(D)Amount and Ratio of Total A,B,C and D to Net Income(Note 7)Compensation from

275、Non-consolidated Affiliates or Parent CompanyFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesCashStock(Fair Market Value)CashStock(Fair Market Value)Chie

276、f Executive OfficerC.C.Wei14,962,410 14,962,410 278,299 278,299 313,175,246 313,175,246 219,326,280-219,326,280-547,742,235 0.0653%547,742,235 0.0653%-Senior Vice President,Chief Financial Officer/SpokespersonWendell Huang5,995,500 5,995,500 111,517 111,517 57,211,091 57,211,091 40,179,742-40,179,74

277、2-103,497,8500.0123%103,497,8500.0123%-Senior Vice PresidentLora Ho136,548,315162,258,5912,539,793 3,202,0561,388,757,585 1,584,248,205 980,476,267-980,476,267-2,508,321,9600.2991%2,730,185,1190.3256%-Senior Vice PresidentWei-Jen Lo Senior Vice President/Chairman,TSMC ArizonaRick Cassidy Senior Vice

278、 PresidentY.P.Chyn(Note 2)Senior Vice PresidentY.J.Mii(Note 2)Senior Vice President/Chief Information Security OfficerJ.K.LinSenior Vice PresidentCliff Hou(Note 3)Senior Vice PresidentKevin Zhang(Note 3)Senior Vice President and General Counsel/Corporate Governance OfficerSylvia FangVice PresidentY.

279、L.WangVice President and TSMC Distinguished FellowDouglas YuVice President and TSMC FellowT.S.ChangVice PresidentMichael WuVice PresidentMin CaoVice PresidentY.H.LiawVice PresidentSimon JangVice PresidentC.S.YooVice PresidentJun HeVice PresidentGeoffrey Yeap Vice President and Chief Information Offi

280、cerChris Horng-Dar LinVice PresidentJonathan Lee Vice PresidentArthur ChuangVice President and TSMC FellowL.C.LuVice PresidentK.C.HsuVice PresidentRay Chuang(Note 4)Total157,506,225 183,216,501 2,929,609 3,591,872 1,759,143,922 1,954,634,542 1,239,982,289-1,239,982,289-3,159,562,045 0.3768%3,381,425

281、,204 0.4033%-Unit:NT$Note 1:Compensation policy,standards/packages,procedures,the linkage to operating performance and future risk exposure:The total compensation of the executive officers is based on their job responsibility,contribution,company performance,and projected future risks the Company wi

282、ll face.It is reviewed by the Compensation and People Development Committee then submitted to the Board of Directors for approval.Note 2:Mr.Y.P.Chyn and Dr.Y.J.Mii were appointed as Executive Vice Presidents and Co-Chief Operating Officers,effective March 1,2024.Note 3:Dr.Cliff Hou and Dr.Kevin Zhan

283、g were appointed as Senior Vice Presidents and Deputy Co-Chief Operating Officers,effective March 1,2024.Note 4:Mr.Ray Chuang was promoted to Vice President,effective May 9,2023.These amounts did not include compensation for the period before his promotion.Note 5:Pensions funded according to applica

284、ble law.Note 6:The above-mentioned figures include the expense for the business performance bonuses distributed in May,August,November 2023&February 2024,and Company cars and gasoline reimbursements.Note 7:Total compensation of the executive officers from TSMC in 2022 accounted for 0.3700%of 2022 ne

285、t income.Total compensation of the executive officers from all consolidated entities in 2022 accounted for 0.3846%of 2022 net income.0380392.5.3 Employees Profit Sharing of Management TeamTitleNameStock (Fair Market Value)CashTotalTotal Profit Sharing of Management Team as a%of Net IncomeChief Execu

286、tive OfficerC.C.Wei-219,326,280 219,326,2800.0262%Senior Vice President,Chief Financial Officer/SpokespersonWendell Huang-40,179,742 40,179,742 0.0048%Senior Vice PresidentLora Ho-980,476,267 980,476,267 0.1169%Senior Vice PresidentWei-Jen Lo Senior Vice President/Chairman,TSMC ArizonaRick Cassidy S

287、enior Vice PresidentY.P.Chyn(Note 1)Senior Vice PresidentY.J.Mii(Note 1)Senior Vice President/Chief Information Security Officer J.K.LinSenior Vice PresidentCliff Hou(Note 2)Senior Vice PresidentKevin Zhang(Note 2)Senior Vice President and General Counsel/Corporate Governance OfficerSylvia FangVice

288、PresidentY.L.WangVice President and TSMC Distinguished FellowDouglas YuVice President and TSMC FellowT.S.ChangVice PresidentMichael WuVice PresidentMin CaoVice PresidentY.H.LiawVice PresidentSimon JangVice PresidentC.S.Yoo Vice PresidentJun He Vice PresidentGeoffrey YeapVice President and Chief Info

289、rmation OfficerChris Horng-Dar LinVice PresidentJonathan LeeVice PresidentArthur ChuangVice President and TSMC FellowL.C.LuVice PresidentK.C.HsuVice PresidentRay Chuang(Note 3)Total-1,239,982,289 1,239,982,289 0.1479%Unit:NT$Note 1:Mr.Y.P.Chyn and Dr.Y.J.Mii were appointed as Executive Vice Presiden

290、ts and Co-Chief Operating Officers,effective March 1,2024.Note 2:Dr.Cliff Hou and Dr.Kevin Zhang were appointed as Senior Vice Presidents and Deputy Co-Chief Operating Officers,effective March 1,2024.Note 3:Mr.Ray Chuang was promoted to Vice President,effective May 9,2023.These amounts did not inclu

291、de compensation for the period before his promotion.The Companys Policy,Standards/Packages,Procedures for the Compensation of the CEO and Vice Presidents,and the Linkage to Their Performance Evaluation and the Future Risk Exposure The Companys Policy,Standards/PackagesThe compensation of the CEO and

292、 Vice Presidents takes into account,in a comprehensive manner,aspects of their experience,professional capabilities,managerial skills,and the positions they hold.The said compensation is also closely linked to both the financial and non-financial performance goals,so as to reflect the fulfillment of

293、 their responsibilities as well as their work performance.Compensation includes salary,quarterly paid cash bonus,allowances,and profit sharing based on annual profits of the Company.Moreover,since 2021,TSMC has begun to offer Employee Restricted Stock Awards to link their compensation with sharehold

294、ers interests and ESG achievements.The company places a greater emphasis on variable compensation constituting a larger proportion of the total compensation versus fixed compensation,and prioritizes long-term incentive rewards to better align the compensation of our CEO and executives with the compa

295、nys sustainable business performance,shareholder interests,and ESG achievements.The Compensation and People Development Committee approves the compensation plan regularly,which is then submitted to the Board of Directors for approval.The ProceduresQuarterly cash bonuses and profit-sharing are for th

296、e purpose of rewarding employee contributions,incentivizing employees to continue to work hard,and aligning employee interests with those of TSMCs shareholders.According to Articles of Incorporation,if the Company is profitable for the year,at least 1%of the profits will be allocated as employee com

297、pensation.The frequency,date,and conditions of the distribution of employee compensation will be determined according to the Companys bonus policy.The Company further determines the bonus and profit-sharing amounts based on operating results and common domestic industry practice.The amount and distr

298、ibution of the employee bonuses are recommended by the Compensation and People Development Committee to the Board of Directors for approval.Cash bonuses are paid quarterly,and profit sharing are paid after approval at the Board of Directors meeting and having reported the same at the Shareholders me

299、eting.TSMC established Employee Restricted Stock Awards to link the compensation for CEO and Vice Presidents with ESG achievements and the interests of shareholders.The number of shares granted to the CEO and Vice Presidents will be determined by the Chairman and CEO by taking into account the Compa

300、nys business performance,the individuals job grade,performance,and other factors as deemed appropriate and approved by Compensation and People Development Committee,and ultimately subject to Board of Directors approval.The Linkage to the Performance EvaluationThe compensation of TSMCs CEO and Vice P

301、residents is governed by the Companys bonus policy,which covers the achievement of both corporate operational goals and personal annual objectives.Corporate goals include financial indicators and non-financial indicators.Personal annual objectives include operational goals and ESG achievements in fo

302、cus areas:Drive Green Manufacturing,Build a Sustainable Supply Chain,Create a Diverse and Inclusive Workplace,Develop Talent,and Care for the Disadvantaged.The Employee Restricted Stock Awards provided has a vesting period of three years(for details,please refer to“4.6.1 Status of Employee Restricte

303、d Stock”on page 86-91 of this Annual Report).The corporate performance indicators are the relative total shareholder return(TSR)of the company compared to TSR of the S&P 500 IT Index TSR,with the companys ESG achievements as a modifier.Through these two clear quantitative indicators,we strengthen ma

304、nagements long-term and continuous creation of shareholder value while improving ESG performance,which shows a strong correlation with the Companys overall performance.The Future Risk ExposureThe compensation of TSMCs CEO and Vice Presidents is based on the relevant industry benchmarks and the perfo

305、rmance of the Company.The standards,structure,and system of compensation are reviewed and adjusted as necessary in response to changes in the Companys actual operating conditions and relevant laws and regulations.The Company does not create financial incentive programs that may lead executives to pu

306、rsue remuneration at the expense of exceeding the Companys risk tolerance level,so as to ensure a balance between sustainable business operations and risk control.Clawback PolicyTSMC established the Clawback policy in 2023.(Disclosed on Governance/Major Internal Policies/TSMC Clawback Policy)Compens

307、ation of CEO and Vice Presidents2023From TSMCFrom All Consolidated Entities and Non-consolidated AffiliatesNT$0 NT$999,999Rick CassidyNoneNT$1,000,000 NT$1,999,999NoneNoneNT$2,000,000 NT$3,499,999NoneNoneNT$3,500,000 NT$4,999,999NoneNoneNT$5,000,000 NT$9,999,999NoneNoneNT$10,000,000 NT$14,999,999Non

308、eNoneNT$15,000,000 NT$29,999,999NoneNoneNT$30,000,000 NT$49,999,999Ray ChuangRay ChuangNT$50,000,000 NT$99,999,999Sylvia Fang,Y.L.Wang,T.S.Chang,Michael Wu,Min Cao,Y.H.Liaw,Simon Jang,C.S.Yoo,Jun He,Geoffrey Yeap,Chris Horng-Dar Lin,Jonathan Lee,Arthur Chuang,L.C.Lu,K.C.HsuSylvia Fang,Y.L.Wang,T.S.C

309、hang,Michael Wu,Min Cao,Y.H.Liaw,Simon Jang,C.S.Yoo,Jun He,Geoffrey Yeap,Chris Horng-Dar Lin,Jonathan Lee,Arthur Chuang,L.C.Lu,K.C.HsuOver NT$100,000,000C.C.Wei,Wendell Huang,Lora Ho,Wei-Jen Lo,Y.P.Chyn,Y.J.Mii,J.K.Lin,Cliff Hou,Kevin Zhang,Douglas YuC.C.Wei,Wendell Huang,Lora Ho,Wei-Jen Lo,Rick Cas

310、sidy,Y.P.Chyn,Y.J.Mii,J.K.Lin,Cliff Hou,Kevin Zhang,Douglas YuTotal2727040041TSMC was recognized by Fortune Magazine as one of the“2023 Worlds Most Admired Companies.”3Corporate GovernanceFab 180420433.1 OverviewTSMC advocates and acts upon the principles of operational transparency and respect for

311、shareholder rights.We believe that the basis for successful corporate governance is a sound and effective Board of Directors.In line with this principle,TSMC Board of Directors delegates various responsibilities and authority to three Board Committees,Audit and Risk Committee,Compensation and People

312、 Development Committee,and Nominating,Corporate Governance and Sustainability Committee.Each Committees chairperson regularly reports to the Board on its activities and recommendations.2023 Corporate Governance Awards and Ratings OrganizationAwardsDow Jones Sustainability Indices(DJSI)Dow Jones Sust

313、ainability World Index for the 23rd consecutive yearMSCI ESG IndexesMSCI ACWI ESG Leaders Index component MSCI ESG Research AAA RatingsMSCI ACWI SRI Index componentMSCI ACWI Islamic Index componentMSCI Emerging Markets ESG Leaders IndexMorningstarThe Best Sustainable Companies to Own in 2024S&P Glob

314、alCorporate Sustainability Assessment Top 10%S&P Global ESG ScoreSustainalyticsCompany ESG Risk Ratings:Low ESG Risk Semiconductor IndustryISS ESGISS-oekom“Prime”Rated by ISS ESG Corporate RatingFTSE4Good IndexFTSE4Good Emerging Index componentFTSE4Good All-World Index componentFTSE4Good TIP Taiwan

315、ESG Index componentTaiwan Stock ExchangeTop 5%in Corporate Governance Evaluation of Listed Companies for the 9th consecutive yearCommonWealth MagazineTalent Sustainability AwardInstitutional Investor MagazineMost Honored Company(Technology/Semiconductors)All-AsiaBest Overall ESG(Technology/Semicondu

316、ctors)1st Place(buy-side and sell-side)All-AsiaBest Company Board(Technology/Semiconductors)1st Place(buy-side and sell-side)All-AsiaForbesThe Worlds Top 10 Largest Technology Companies in 20232023 Worlds Best EmployersFORTUNE2023 Worlds Most Admired CompaniesFortune Global 500Asiamoney2023 Asias Ou

317、tstanding Companies Semiconductors&Semiconductor Equipment Sector for the 6th consecutive yearTaiwan Institute of Sustainable EnergyTaiwan Top 10 Sustainability Exemplary Awards for the 8th consecutive yearIFI Claims Patent ServicesRanked as 3rd in 2023 Top 50 US Patent Assignees3.2 Board of Directo

318、rsBoard StructureTSMCs Board of Directors consists of ten distinguished members with a great breadth of experience as world-class business leaders or professionals.We deeply rely on them for their diverse knowledge,personal perspectives,and solid business judgment.Six of those ten members are Indepe

319、ndent Directors:former British Telecommunications Chief Executive Officer,Sir Peter L.Bonfield;former Chairman of National Performing Arts Center and former Advisor of Executive Yuan,R.O.C.,Ms.Kok-Choo Chen;former Chairman of Applied Materials,Inc.,Mr.Michael R.Splinter;former Chief Executive Office

320、r of Xilinx,Inc.,Mr.Moshe N.Gavrielov;currently Chairman of Delta Electronics Inc.,Mr.Yancey Hai;and former President of MIT,Mr.L.Rafael Reif.TSMCs Board is comprised of a diverse group of professionals from different backgrounds in industries,academia,law,etc.These professionals include citizens fr

321、om Taiwan,Europe and the U.S.with world-class business operating experience,one of whom is female.Independent Directors constitute 60%of the Board.In December 2023,TSMC announced that Dr.Mark Liu plans to retire from TSMC in June 2024,and will not seek re-election to the board of directors.During hi

322、s tenure,Dr.Liu has reaffirmed the Companys commitment to its mission and focused on enhancing corporate governance and competitiveness particularly in technology leadership,digital excellence,and global footprint.TSMCs Nominating,Corporate Governance and Sustainability Committee recommends Dr.C.C.W

323、ei,while remaining as CEO,to succeed as TSMCs next Chairman,subject to the election of the incoming board in June 2024.Board ResponsibilitiesInheriting the spirit of TSMCs Founder,Dr.Morris Changs philosophy on corporate governance,under the leadership of Chairman Dr.Mark Liu and CEO&Vice Chairman D

324、r.C.C.Wei,TSMCs Board of Directors takes a serious and forthright approach to its duties and is a dedicated,competent and independent Board.The Boards primary duty is to supervise the Companys compliance with relevant laws and regulations,financial transparency,timely disclosure of material informat

325、ion,and maintaining of the highest integrity.TSMCs Board of Directors strives to perform these responsibilities through its Audit and Risk Committee,Compensation and People Development Committee,Nominating,Corporate Governance and Sustainability Committee,the hiring of a financial expert consultant

326、for the Audit and Risk Committee,and coordination with our Internal Audit department.The second duty of the Board of Directors is to appoint and dismiss officers of the Company when necessary,to evaluate management performance and to review the succession plan for senior executives.TSMCs management

327、has maintained a healthy and functional communication with the Board of Directors,has been devoted in executing guidance of the Board,and is dedicated in running the business operations,all to achieve the best interests for TSMC shareholders.044045The third duty of the Board of Directors is to resol

328、ve critical matters,such as capital appropriations,investment activities,dividends,etc.The fourth duty of the Board of Directors is to provide guidance to the Companys management team and risk management.In each quarter,TSMCs management reports to the Board on various subjects(including ESG programs

329、)and strategies,and spends substantial time and effort to communicate with the Board.The Board would comment on the risk and probabilities for success of the proposed corporate strategies.The Board also periodically oversees those strategies implementation and outcomes,and may suggest the management

330、 team to make adjustments to the strategic goals and objectives if necessary.Nomination and Election of DirectorsTSMC envisions the membership of its esteemed Board of Directors to be composed of highly ethical professionals with the necessary knowledge,experience as world-class business leaders and

331、 understanding from diverse backgrounds.TSMC Board of Directors members are nominated via rigorous selection processes.TSMC established the“Guidelines for Nomination of Directors”that set out the procedures and criteria for the nomination,qualification and evaluation of Director candidates to be nom

332、inated by the Board of Directors.Also,TSMC developed the“Corporate Governance Guidelines”that set out the criteria for evaluating director candidates for election by the shareholders shall be based on,among other considerations,their professional knowledge,experience,business judgment,commitment to

333、uphold the Companys core values,as well as reputation in both ethical conduct and leadership.Diversity of backgrounds(including gender,age,and culture)of Board members shall also be considered.The“Nominating,Corporate Governance and Sustainability Committee”will recommend Independent Director candidates to the Board of Directors for nomination.The independence of each Independent Director candidat