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1、TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY,LTD Annual Report 20248,Li-Hsin Rd.6,Hsinchu Science Park,Hsinchu 300-096,Taiwan,R.O.C.|https:/Tel:+886-3-5636688|Fax:+886-3-5637000|This report is made with recycled paperC.C.Wei,ChairmanTaiwan Semiconductor Manufacturing Company,Ltd.TSMCAnnual Report 2024

2、Printed on March 12,2025TSE:2330NYSE:TSMTaiwan Stock Exchange Market Observation Post System:https:/.tw TSMC annual report is available at https:/ VisionOur vision is to be the most advanced and largest technology and foundry services provider to fabless companies and IDMs,and in partnership with th

3、em,to forge a powerful competitive force in the semiconductor industry.TSMCVision,Mission&Core ValuesTSMCs VisionOur vision is to be the most advanced and largest technology and foundry services provider to fabless companies and IDMs,and in partnership with them,to forge a powerful competitive force

4、 in the semicon-ductor industry.To 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 maxi-mum-total-benefits silicon foundryTSMCs MissionOur mission is to be the t

5、rusted technology and ca-pacity provider 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

6、make commit-ments lightly.Once we make a commitment,we de-vote ourselves completely to meeting that commit-ment.We compete to our fullest within the law,but we do not slander our competitors and we respect the intellectual property rights of others.With vendors,we maintain an objective,consistent,an

7、d impartial attitude.We do not tolerate any form of corrupt be-havior or politicking.When selecting new employees,we place emphasis on the candidates qualifications and character,not connections or access.CommitmentTSMC is committed to the welfare of customers,sup-pliers,employees,shareholders,and s

8、ociety.These stakeholders all contribute 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

9、,from strategic planning,marketing and 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 compete as we value our own.We str

10、ive to build deep and enduring relationships with our customers,who trust and rely on us to be part of their success over the long term.Table of Contents15263748Company Profile2.1 An Introduction to TSMC-0142.2 Market/Business Summary-0142.3 Board Members-0202.4 Management Team-030Financial Highligh

11、ts and Analysis6.1 Financial Status and Operating Results-1226.2 Risk Management-127Corporate Governance3.1 Overview-0423.2 Board of Directors-0423.3 Major Decisions of Shareholders Meeting and Board Meetings-0543.4 Corporate Governance Implementation Status as Required by Taiwan Financial Superviso

12、ry Commission-0563.5 Code of Ethics and Business Conduct-059Corporate Sustainability(ESG)7.1 Overview-1487.2 Environmental,Safety and Health(ESH)Management-1527.3 TSMC Education and Culture Foundation-1667.4 TSMC Charity Foundation-1687.5 TSMC i-Charity Platform-1697.6 Sustainability Development Imp

13、lementation Status as Required by Tai-wan Financial Supervisory Commission-1707.7 Climate-related Information of Listed Companies-172Capital and Shares 4.1 Capital and Shares-0704.2 Issuance of Corporate Bonds-0764.3 Preferred Shares-0824.4 Issuance of American Depositary Shares-082Subsidiary Inform

14、ation and Other Special Notes 8.1 Subsidiaries-1768.2 Special Notes-180Letter to shareholdersOperational Highlights5.1 Business Activities-0965.2 Technology Leadership-0985.3 Manufacturing Excellence-1055.4 Customer Trust-1095.5 Information Security Management-1115.6 Human Capital-1125.7 Material Co

15、ntracts-1193.6 Regulatory Compliance-0643.7 Internal Control System Execution Status-0663.8 Status of Personnel Responsible for the Companys Financial Operation-0673.9 Information Regarding TSMCs Indepen-dent Auditor-0674.5 Status of Employee Stock Option Plan-0844.6 Status of Employee Restricted St

16、ock-0844.7 Status of New Share Issuance in Connection with Mergers and Acquisitions-0924.8 Funding Plans and Implementation-0930681740121200401460040941TSMCs MissionOur mission is to be the trusted technology and capacity provider of the global logic IC industry for years to come.Letter to Sharehold

17、ers006007Part of this strategy includes expanding our global manufacturing footprint based on our customers needs,as they value geographic flexibility,and a necessary level of government support.This is to maximize the value for our shareholders.We have made significant progress in our overseas expa

18、nsion in 2024.In Arizona,our first fab entered high-volume production utilizing N4 process technology in 4Q24,earlier than scheduled.The yields are comparable to our fabs in Taiwan,and with our manufacturing capability and execution,we are confident to deliver the same level of manufacturing quality

19、 and reliability as our fabs in Taiwan.In Japan,our first specialty technology fab in Kumamoto began volume production at the end of 2024,with very good yield.In Europe,we held a ground-breaking ceremony in Dresden,Germany in August,and are progressing smoothly with our plans to build a specialty te

20、chnology fab,focusing on automotive and industrial applications.In Taiwan,we continue to invest in and expand our advanced technology and packaging capacities,including 3nm,2nm and CoWoS technology capacities,across several locations.As the worlds most reliable and effective capacity provider,TSMC w

21、ill continue to play a critical and integral role in the global semiconductor industry,while supporting our customers growth.Highlights of TSMCs accomplishments in 2024:Total wafer shipments were 12.9 million 12-inch equivalent wafers as compared to 12.0 million 12-inch equivalent wafers in 2023.Adv

22、anced technologies(7-nanometer and beyond)accounted for 69 percent of total wafer revenue,up from 58 percent in 2023.We deployed 288 distinct process technologies,and manufactured 11,878 products for 522 customers.TSMC represented 34 percent of the Foundry 2.0 industry,which we define as all logic w

23、afer manufacturing,packaging,testing,mask-making and others,output value in 2024,as compared to 28 percent in the previous year.2024 Financial PerformanceConsolidated revenue reached NT$2,894.31 billion,an increase of 33.9 percent over NT$2,161.74 billion in 2023.Net income was NT$1,173.27 billion a

24、nd diluted earnings per share were NT$45.25.Both increased 39.9 percent from the 2023 level of NT$838.50 billion net income and NT$32.34 diluted EPS.In US dollar terms,TSMC generated net income of US$36.52 billion on consolidated revenue of US$90.08 billion,which increased 35.9 percent and 30.0 perc

25、ent respectively from the 2023 level of US$26.88 billion net income and US$69.30 billion consolidated revenue.Dear Shareholders,2024 was an outstanding year for TSMC.Supported by our strong technology leadership and broad customer base,we observed robust AI-related demand from our customers througho

26、ut 2024.Other applications experienced only a very mild recovery,as macroeconomic conditions continued to weigh on consumer sentiment.Fueled by strong demand for our leading-edge logic and advanced packaging technologies,TSMCs revenue increased 30%year-over-year in US dollar terms,outperforming the

27、Foundry industrys 6%growth,and both our revenue and EPS reached record highs.We continued to invest in R&D and technology development to support our customers growth.In its second year of volume ramp,demand for our industry-leading 3-nanometer technology continued to be robust,driven by smartphone a

28、nd High Performance Computing(HPC)applications,and represented 18%of our total wafer revenue in 2024.Our 2-nanometer technology leads the industry in addressing our customers insatiable need for energy-efficient computing,and almost all the IC innovators are working with TSMC.Our N2 process technolo

29、gy is on track for volume production in the second half of 2025.We also introduced A16 as a separate offering that features an innovative,best-in-class backside power delivery solution best-suited for High Performance Computing(HPC)products.Volume production of A16 is scheduled for the second half o

30、f 2026.We are also developing advanced packaging and 3D chip stacking technologies,including CoWoS,InFO,TSMC-SoIC(System on Integrated Chips)and silicon photonics,to enable large-scale interconnectivity for lower power consumption at affordable costs to support our customers needs.On mature nodes,we

31、 are working closely with strategic customers to develop specialty technology solutions that meet their specific requirement.These partnerships enable us to create technology differentiation and provide long-lasting value to customers.We believe N3,N2,A16 and their derivatives,our specialty technolo

32、gies,and our advanced packaging and chip stacking solutions,will further extend our technology leadership position,and enable TSMC to capture the growth opportunities well into the future.Our customers look to TSMC not only for the most advanced technologies,but also for the most efficient and cost-

33、effective manufacturing,at scale.To address the structural increase in the long-term market demand profile,TSMC is working closely with our customers to plan our capacity,and investing in leading edge,specialty and advanced packaging technologies to support their demand.We employ a disciplined and t

34、horough capacity planning system to evaluate and judge the structural increase in the long-term market demand profile,to determine the appropriate capacity to build.At the same time,we are committed to earning a sustainable and healthy return that enables us to continue to invest to support our cust

35、omers growth,while delivering profitable growth for our shareholders.008009Gross profit margin was 56.1 percent as compared with 54.4 percent in 2023,while operating profit margin was 45.7 percent compared with 42.6 percent a year earlier.Net profit margin was 40.5 percent,an increase of 1.7 percent

36、age points from 2023s 38.8 percent.In 2024,the Company further raised its total cash dividend payments to NT$14.0 per share,up from NT$11.25 a year ago.OutlookEntering 2025,we expect the overall foundry industry to continue a sustaining and mild recovery,even as macroeconomic uncertainties persist.A

37、t the same time,we expect 2025 to be another healthy growth year for TSMC,as our technology leadership enables TSMC to win business,and further enables our customers to win business in their end markets.Continued AI-related demand in 2025 supports our already-strong conviction that the structural de

38、mand for energy-efficient computing will accelerate,as everything around us becomes more intelligent and connected.We are entering an AI-empowered world,where artificial intelligence not only runs in datacenters,but will run in PCs,smartphones,automobiles,and even Internet-of-Things devices in the f

39、uture.AI also comes in many different forms,including but not limited to Generative AI applications such as ChatGPT,which consumers have become familiar with thanks to its ease of use and expansive range of potential applications.Enterprise is another driver of AI demand.Many companies,including TSM

40、C,are using AI to create more value by driving greater productivity,efficiency,speed and quality gains.As a direct user of AI in our fab and R&D operations,we are deriving tangible ROI benefits from our investments in AI and machine learning.TSMC is by no means the only company in the world doing th

41、is,so Enterprise AI is another source of AI demand to support the multi-year structural trends.AI technology is evolving to use ever-increasingly complex AI models,which needs to be supported by more powerful semiconductor hardware.Thus,the value of our technology platform is increasing,as customers

42、 rely on TSMC to provide the most advanced process and packaging technologies at scale,in the most efficient and cost-effective manner.By upholding our Trinity of Strengths of Technology Leadership,Manufacturing Excellence,and Customer Trust,we can cast a wide net and work with all the IC innovators

43、,and enable our customers to unleash their innovations in their end markets.Thus,we are well-positioned to address the growth from the industry megatrends of 5G,AI and HPC,with our differentiated technologies.TSMCs mission is to be the trusted technology and capacity provider for the global logic IC

44、 industry for years to come.Our success is predicated on our unwavering dedication to the pure-play foundry business model,and our job is to serve our customers and enable them to be successful.As the worlds most reliable and effective capacity provider,we understand our responsibility as critical a

45、nd integral player in the global semiconductor industry.We will continue to invest in technology and capacity to support our customers growth,while ensuring we earn a sustainable and healthy return for our shareholders.It is TSMCs core values of Integrity,Commitment,Innovation,and Customer Trust tha

46、t have earned our customers confidence to grow and prosper together.We hope to earn the same confidence from our shareholders,by continuing to deliver profitable growth and maximizing the value for our shareholders in the years to come.C.C.WeiChairman and Chief Executive OfficerAnnual Growth RateCap

47、acity:million 12-inch equivalent wafers202316-176%202416-176%20254%17-18Capacity Plan202469%31%58%2023202570-80%20-30%7nm 7nm2025 wafer shipment is expected to be 14-15 million 12-inch equivalent wafers.Wafer Sales Plan42%Consolidated revenue reached a record high of NT$2,894.31 billion,marking an i

48、ncrease of 33.9%compared to 2023Diluted earnings per share reached a record high of NT$45.25.Net income was NT$1,173.27 billion,up 39.9%from 2023.Total cash dividend payments raised to NT$14.0 per share,up from NT$11.25 a year ago.Taichung Zero Waste Manufacturing Center became Taiwans first demonst

49、ration site for implementing membrane carbon capture technology.Selected to the Dow Jones Sustainability Indices once again,becoming the only semiconductor company to be included for 24 consecutive years.Subsidized suppliers for carbon reduction,driving green investments worth NT$5.5 billion.Advance

50、d technologies(7-nanometer and beyond)accounted for 69%of total wafer revenueTSMCs total wafer shipments were 12.9 million 12-inch equivalent wafers.Manufactured 11,878different products using 288 distinct technologies for 522 different customers.TSMC represented 34%of the Foundry 2.0 Note industry.

51、Investment in R&D reached US$6.361 billionNet Zeroby 2050Carbon reduction performance as a key supplier selection criterion to accelerate supply chain decarbonizationGross profit margin was56.1%FINANCIAL RESULTSSUSTAINABILITY PERFORMANCEOPERATIONAL ACHIEVEMENTSTSMC Financial,Operational,and Sustaina

52、bility Performance HighlightsNote:Foundry 2.0 includes packaging,testing,mask-making and others,and all IDM excluding memory manufacturing.0132TSMCs total wafer shipments were 12.9 million 12-inch equivalent wafers in 2024.Company Profile0140152.1 An Introduction to TSMCEstablished in 1987 and headq

53、uartered 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 ensures that it never competes with it

54、s 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 a world-leading semiconductor foundry.In 2024,the Company manufa

55、ctured 11,878 different products using 288 distinct technologies for 522 different customers.TSMC-made semiconductors serve a global customer base that is large and diverse,entailing a wide range of applications.These semiconductor products are used in a variety of end markets including high perform

56、ance computing(HPC),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 generate healthy returns for futu

57、re investment.The annual capacity of the manufacturing facilities managed by TSMC and its subsidiaries approximately 17 million 12-inch equivalent wafers in 2024.These facilities include four 12-inch wafer GIGAFAB fabs,four 8-inch wafer fabs,and one 6-inch wafer fab all in Taiwan as well as two 12-i

58、nch wafer fabs at two wholly owned subsidiaries TSMC Nanjing Company Limited and TSMC Arizona Corporation,one 12-inch wafer fab at a TSMCs majority-owned manufacturing subsidiary Japan Advanced Semiconductor Manufacturing,Inc.(JASM),and two 8-inch wafer fabs at two wholly owned subsidiaries TSMC Was

59、hington and TSMC China Company Limited.TSMC Arizonas first fab has entered volume production of 4nm technology in fourth quarter of 2024.The construction of the second fab is already completed.This fab is in the process of installing facility systems and will utilize 3-nanometer process technologies

60、.In 2024,TSMC announced plans to build a third fab at TSMC Arizona to meet strong customer demand leveraging the most advanced semiconductor process technology in the United States.The third fab will produce chips using 2nm or more advanced processes.In addition to its leadership in advanced process

61、 and specialty technologies,TSMC offers TSMC 3DFabric,a comprehensive family of 3D silicon stacking and advanced packaging technologies to complement its process technology offerings.TSMC 3DFabric provides customers greater chip design flexibility to unleash innovation and is another differentiating

62、 competitive advantage for the Company.2.2.2 Market OverviewTSMC estimates that the worldwide semiconductor market excluding memory reached US$514 billion in revenue in 2024,representing a 7%increase from 2023.As for foundry,TSMC expands our original definition of foundry industry to“Foundry 2.0”,wh

63、ich also includes packaging,testing,mask-making,and other related technologies,as well as all integrated device manufacturing(IDMs)excluding memory.In the subsequence,all instances of“foundry”will refer to the new definition of“Foundry 2.0”as this new definition more accurately reflects TSMCs addres

64、sable market opportunities going forward.Under this new definition,the size of the foundry industry was close to US$250 billion in 2023 as compared to US$150 billion under the previous definition,and the growth in 2024 is forecasted to be approximately 6%year-over-year.2.2.3 Industry Outlook,Opportu

65、nities and ThreatsFoundry Industry Demand and Supply OutlookIn 2024,TSMCs revenues in the foundry segment rebounded strongly from the decline in 2023.The rapid growth of artificial intelligence(AI)deployments drove strong increases in demand for advanced node semiconductor chips,benefitting foundry

66、player like TSMC with leadership in advanced technologies.In addition,end demand from smartphones and personal computers(PCs)showed a mild recovery from declines in previous year,although other markets such as the Internet of Things(IoT),automotive and industrial remained weak.At the same time,after

67、 the widespread severe inventory correction in 2023,the supply chain started to rebuild inventory for some markets like AI and smartphone,which also contributed to the recovery in the foundry segment.Looking ahead to 2025,the global trade war and protectionism are intensifying,incurring risks and un

68、certainties to the end demand of electronic equipment.However,TSMC expects the strong demand for AI to continue,while smartphone and PC to mildly recovering.TSMC expects inventory correction to continue in the IoT,automotive and industrial sectors,impacting demand for more mature nodes of semiconduc

69、tors.For the longer term,driven by the megatrends such as AI,5G,digital transformation,and increasing semiconductor content in most electronic equipment,TSMC projects a high single-digit compound annual growth rate for the worldwide semiconductor market excluding memory through 2029.As an upstream s

70、upplier in the semiconductor supply chain,the foundry segment is tightly correlated with the market health of all major platforms including high performance computing(HPC),smartphones,IoT,automotive,and digital consumer electronics(DCE).High Performance Computing(HPC)The HPC platform includes PCs,ta

71、blets,game consoles,servers,base stations and more.Major HPC unit shipments grew by 1%in 2024 due to a slow recovery in PCs and continued inventory correction for game consoles,both reflecting weak demand on the consumer side.Meanwhile,demand for servers and data centers equipped with AI accelerator

72、s was relatively healthy,helped by the proliferation of AI applications,especially generative AI.For 2025,TSMC projects a flattish outlook for both PC and server unit shipments,driven by normalized inventory levels,pent-up PC replacement demand caused by the pandemic,and the ongoing AI arms race,whi

73、le offsetting by macro-economic uncertainty.Longer term,an increasingly intelligent and more connected 5G world will create demand for massive computing power as well as increasingly energy-efficient computing.Both require higher performance and more power-efficient central processing units(CPUs),gr

74、aphics processor units(GPUs),network processing units(NPUs),AI accelerators and related application-specific integrated circuits(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

75、 to TSMC given its technology leadership in these areas.Smartphones With gradual recovery of the global economy and the end of the supply chain inventory correction,smartphone unit shipments grew by 4%in 2024,reflecting continued 5G commercialization worldwide and rising demand from emerging countri

76、es,as well as cyclical recovery.Smartphone growth is expected to show marginal growth in 2025 considering macro-economic uncertainty.Over the longer term,however,the inevitable migration to 5G along with the Also in 2024,TSMC,along with minority investors Sony Semiconductor Solutions(SSS),DENSO,and

77、Toyota,announced further investment into JASM to build a second fab,which is planned to commence construction in 2025.Together with its first fab,which began volume production at the end of 2024,the overall investment in JASM will exceed US$20 billion.With both fabs,JASMs Kumamoto site plans to offe

78、r 40,22/28,12/16 and 6/7 nanometer process technologies for automotive,industrial,consumer electronics and HPC-related applications.The Company began construction on a specialty technology fab in Dresden,Germany,in 2024.This facility will manufacture TSMCs 28/22 nanometer planar CMOS and 16/12 nanom

79、eter FinFET process technologies.Outside of Taiwan,TSMC provides customer support,account management and engineering services through its offices in North America,Europe,Japan,China,and South Korea.At the end of 2024,the Company and its subsidiaries employed more than 83,000 people worldwide.The Com

80、pany 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 symbol TSM.2.2 Market/Business Summary2.2.1 TSMC AchievementsIn 2024,TSMC maintained its leading position in the IC manufacturing

81、 segment of the global semiconductor industry by accounting for 34%of the“Foundry 2.0”industry,which TSMC defines as all logic wafer manufacturing,packaging,testing,mask-making and others,an increase from 28%in 2023.The Companys strong market position stems in great part from its leadership in advan

82、ced process technologies.In 2024,69%of TSMCs wafer revenue came from advanced manufacturing processes defined as geometries of 7nm and smaller up from 58%in 2023.TSMC offers a comprehensive technology portfolio and continues to expand its advanced technologies,specialty technologies,and advanced sil

83、icon stacking and packaging technologies,to meet customer demand and provide more added value.016017need for improved performance,longer battery life,biosensors and more edge AI features,will all continue to fuel smartphone sales growth.High performance and power efficient IC technologies are essent

84、ial 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 migration to advanced process technologies will certainly continue,spurred by the need for hig

85、her 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 highly integrated chips and advanced 3D packaging designs and,as such,is very well position

86、ed to serve the evolving needs of the smartphone market.Internet of Things(IoT)The IoT platform includes various types of smart,connected devices ranging from wearables and health monitors to home appliances and industrial automation devices.Since the pandemic,digital transformation has been the mai

87、n growth driver of IoT,offset to a large degree by continued destocking in the industrial market.As a result,IoT device shipments in 2024 grew a modest 3%with smart wearable,health and retail devices leading the way.As IoT devices incorporate more AI features,the IoT industry is expected to achieve

88、solid long-term growth.Momentum continues for consumer devices,but industrial demand is expected to remain soft in the first half of 2025 with some improvement in the second half.Overall,TSMC projects IoT unit shipments will continue a mid-single-digit growth in 2025.As IoT devices become smarter wi

89、th the integration of AI,they will require more chips with higher performance and lower power consumption.TSMC offers various manufacturing processes to support these needs,including cost-effective advanced technology,ultra-low power(ULP)and various special process technologies to support customers

90、in providing innovative and competitive products,and fulfill requirements of sustainability development.AutomotiveThe global automotive market was soft in 2024,reflecting the fulfilment of prior pent-up demand and a downturn in macroeconomic conditions.Worldwide car unit production declined by 1%due

91、 to reduced demand and higher inventory levels among Original Equipment Manufacturer(OEMs)and dealers.The global automotive market is expected to face continued challenges in 2025 from inflation and macroeconomic uncertainty,TSMC projects a low-to-mid-single-digit decline in car unit production.The

92、megatrends in the automotive industry today are“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.All these will further boost de

93、mand 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 transition by providing advanced process technol

94、ogies and manufacturing solutions that enable customers to develop competitive products.In addition,TSMC also offers a range of automotive-grade manufacturing processes,including those with AEC-Q100 and ISO 26262 certification,to ensure the highest levels of quality and reliability for automotive ap

95、plications.Digital Consumer Electronics(DCE)The global DCE market experienced a 2%decline in 2024,primarily due to weakened demand for set-top boxes(STBs)and other consumer products following the pandemic-induced demand surge.In contrast,TV shipments increased by 4%year-over-year,driven by subsidies

96、 in China.Looking ahead to 2025,the DCE market in Europe is expected to recover gradually,potentially following the end of the war in Ukraine.Meanwhile,in China,recovery is also anticipated as the government injects more stimulus through initiatives such as the“Swap Old for New”subsidy.However,macro

97、-economic uncertainty could create headwinds likely leading to moderate decline in 2025.Regardless of the timing of market recovery,TSMCs advanced technologies will continue to empower DCE customers to develop and differentiate their innovative products.Supply ChainThe electronics industry features

98、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 cope with fluctuating demand dynamics.Foundry vendors play an important role in maintaining the heal

99、th 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

100、 in advanced and specialty technologies and in advanced packaging technologies.In 2024,TSMC accounted for 34%of the Foundry 2.0 industry,which TSMC defined as all logic wafer manufacturing,packaging,testing,mask-making and others output value,an increase from 28%in 2023.Net revenue by geography,calc

101、ulated mainly on the country in which customer companies are headquartered,was:70%from North America;11%from China;10%from the Asia Pacific region,excluding China and Japan;5%from Japan;and 4%from Europe,the Middle East and Africa.Net revenue by platform was:51%HPC;35%smartphones;6%the IoT;and 5%aut

102、omotive.In addition,1%came from DCE,while other segments accounted for the remaining 2%.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

103、technology leadership,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 lear

104、ned in developing advanced 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,well recognized f

105、or industry-leading manufacturing capabilities,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

106、 as in its own 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

107、drive the creation 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 TSMC 3DFabric All

108、iance,and key equipment 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 mad

109、e when it opened for business in 1987 to never compete with its customers.In keeping this commitment,the Company has never designed,manufactured or marketed any integrated circuits or IC devices under its own name,but instead has focused all of its efforts and resources on becoming the trusted found

110、ry for its customers.StrategyTSMC 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 high performance computing,smartphones,the Internet of Things,automotive,and digital consumer elec

111、tronics,and in response to the fact 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 technolo

112、gies,specialty technologies,IPs and packaging and testing technologies to shorten customers time to design and time to market.These five platforms are:High Performance Computing(HPC):Driven by data explosion and AI application innovation,HPC has become the key growth driver for TSMCs business.TSMC p

113、rovides customers,including both fabless IC design companies and system companies,with leading-edge logic process technologies such as 2nm nanosheet(N2),3nm FinFET(N3),4nm FinFET(N4),5nm FinFET(N5),6nm FinFET(N6),and 7nm FinFET(N7),as well as comprehensive IPs including high-speed 018019interconnect

114、 IPs,to meet customers 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,respect

115、ively.Based on advanced process nodes,a variety of HPC products have been launched,such as AI accelerators,including 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

116、 5G/6G infrastructures,AI,Cloud,and enterprise data centers.The Company also offers multiple TSMC 3DFabric advanced silicon stacking and packaging technologies,such as TSMC-SoIC manufacturing service,and Integrated Fan-Out(InFO)and CoWoS advanced packaging services,to enable homogeneous and heteroge

117、neous chip integration to meet customer requirements for high performance,high compute density and high energy efficiency,low latency,and high integration.TSMC will continue to optimize its HPC platform and strengthen collaboration with customers to help them capture market growth in HPC markets.Sma

118、rtphones:For customers premium product applications,TSMC offers leading logic process technologies such as N2 Plus(N2P),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

119、product applications,the Company offers a broad range of logic process technologies,including N4 Compact(N4C),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 Plus(28HPC+),

120、28nm High Performance Compact(28HPC),and 22nm Ultra-Low Power(22ULP),in addition to comprehensive IPs,to satisfy customer needs for high performance and low power chips.Furthermore,for both premium and mainstream product applications,the Company offers leading-edge,highly competitive specialty techn

121、ologies to deliver specialty companion chips for customers logic application processors,including radio frequency(RF),RF front-end,embedded non-volatile memory,power management ICs,sensors,and display chips,as well as TSMC 3DFabric advanced packaging technologies,such as TSMCs industry-leading InFO

122、technology.Internet of Things:Following the three megatrends of the IoT segment,“Everything 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 platf

123、orm based on its logic technologies to enable customers product innovations for the artificial intelligence of things(AIoT).TSMCs industry-leading ULP technologies,including its new FinFET-based 6nm technology N6e and 12nm technology N12e feature both energy efficiency and high performance.These tec

124、hnologies provide more computing power and AI inferencing capability while reducing 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-

125、on-a-chip(SoC)and battery-powered products to extend battery life.TSMCs ULP technology platform also provides customers with comprehensive specialty technologies,covering RF,enhanced analog devices,embedded non-volatile memory,sensors,display devices and PMICs.For extreme low power product applicati

126、on requirements,TSMC 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 lead time to help customers successfu

127、lly launch 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,

128、which covers 5nm FinFET,7nm FinFET,and 16nm FinFET technologies for ADAS,advanced in-vehicle infotainment(IVI),as well as zonal controllers for new E/E architectures in next-generation vehicles,including internal combustion engines(ICEs)and electric vehicles(EVs).In 2023,TSMC introduced its N3 Auto

129、Early(N3AE)program,providing automotive process design kits(PDKs)to support automotive customers.N3AE has since migrated to N3A with V0.9 PDK released in 2024 to support customers to design automotive application products early on.In addition to its advanced logic platform,TSMC offers a broad array

130、of competitive automotive-grade specialty technologies including 28nm embedded flash memory,28nm,22nm,and 16nm mmWave RF,high dynamic range(HDR),high sensitivity CMOS image sensor(CIS)/light detection and ranging(LiDAR)sensors,and PMICs.The emerging technology of magnetoresistive random access memor

131、y(MRAM)demonstrated automotive Grade-1 capability on 22nm and passed automotive Grade-1 requirements on 16nm in 2023.All these technologies have been applied to TSMCs automotive process qualification standards based on AEC-Q100 standards of Automotive Electronic Council(AEC)and/or meeting customers

132、technology specifications.Digital Consumer Electronics(DCE):TSMC provides customers with leading,comprehensive technologies to deliver AI-enabled smart devices for DCE applications,including smart digital TVs(DTVs),set-top boxes(STBs),AI-embedded smart cameras and associated wireless local area netw

133、orks(WLANs),PMICs,and timing controllers(T-CONs).The Companys leading N6,N7,16FFC/12FFC,22ULP/22ULL and 28HPC+technologies have been widely adopted by leading global makers of 8K/4K DTVs and STBs,4K streaming media devices(SMDs)/over-the-top(OTT),digital single-lens reflex(DSLR)cameras,and so on.TSM

134、C will continue to make these technologies more competitive through DTCO for customers digital intensive chip designs and 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

135、 and business development and assists customers in tackling the challenges posed by short product cycles and intense competition in the electronic products market to achieve return on investment(ROI)and growth objectives.Short-Term Semiconductor Business Development Plan1.Substantially ramp up the b

136、usiness and sustain advanced technology market segment share by continually increasing capacity and R&D investments.2.Maintain mainstream technology market segment share by expanding business to new customers and market segments.3.Continue to enhance the competitive advantages of the Companys techno

137、logy platforms in HPC,smartphones,IoT,automotive,and digital consumer electronics to expand TSMCs dedicated foundry services in these product applications.4.Further expand TSMCs business and service infrastructure into emerging and developing markets.Long-Term Semiconductor Business Development Plan

138、1.Continue developing leading-edge technologies at a predictable pace to achieve greater energy-efficient computing.2.Broaden specialty business contributions by further developing derivative technologies.3.Provide more integrated services,covering system-level integration design,design technology d

139、efinition,design tool preparation,wafer processing,TSMC 3DFabric advanced silicon stacking and packaging technologies,and testing services,etc.,all of which deliver more value to customers through optimized solutions.0200212.3 Board Members2.3.1 Information Regarding Board Members(Note 1)Title/NameG

140、enderAgeNationality 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-profit OrganizationsSelected Current Posit

141、ions at TSMC and Other CompaniesShares(Note 2)%Shares(Note 2)%Shares(Note 2)%ChairmanC.C.WeiMale71-75R.O.C.06/04/202406/03/202706/08/20176,392,8340.02%6,392,8340.02%700,2610.00%Selected Education and Professional QualificationBachelor and Master Degrees in Electrical Engineering,National Chiao Tung

142、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 Vice President,Mainstre

143、am Technology Business,TSMCSenior Vice President,Business Development,TSMCExecutive Vice President and Co-Chief Operating Officer,TSMCPresident and Co-CEO,TSMCVice Chairman,TSMCChairman,Taiwan Semiconductor Industry Association(TSIA)Chief Executive Officer,TSMCDirectorF.C.TsengMale76-80R.O.C.06/04/2

144、02406/03/202705/13/199729,472,6750.11%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 Ch

145、eng Kung UniversityHonorary 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,

146、Acer Inc.Director,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,TSMC China Company Ltd.(a non-public company)Chairman,Gl

147、obal UniChip Corp.Vice Chairman,Vanguard International Semiconductor Corp.Director,eMemory Technology,Inc.Director National Development Fund,Executive Yuan(Note 3)Representative:Chin-Ching LiuMale61-65R.O.C.06/04/202406/03/202712/10/198606/06/2024(Note 4)1,653,709,980-6.38%-1,653,709,980-6.38%-Selec

148、ted Education and Professional Qualification Bachelor Degree in Mathematics,Chung Yuan UniversityMaster Degree in Business Administration,National Taiwan UniversityPast PositionsSCM Consultant leader of IBM Greater ChinaExecutive of IBM Manufacturing Consultant ServiceGeneral Manager of IBM Global B

149、usiness ServiceGeneral Manager of IBM General Business GroupPartner/Vice Chairman of PwC ConsultantChairman of Tax and Finance Committee Chinese National Federation of IndustriesProfessor level Technical Expert,Depart of Accounting,National ChengChi UniversityChairman,PwC Consultant Service,TaiwanCh

150、airman,PwC Business Consultant Service,TaiwanChairman,PwC Group TaiwanCurrent Positions at Non-profit OrganizationsMinister without Portfolio,Executive Yuan&concurrently Minister,National Development CouncilThe Convener of National Development Fund,Executive Yuan NoneAs of 02/28/2025(Continued)02202

151、3Title/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-profit OrganizationsSelected C

152、urrent Positions at TSMC and Other CompaniesShares(Note 2)%Shares(Note 2)%Shares(Note 2)%Independent DirectorSir Peter L.BonfieldMale76-80UK06/04/202406/03/202705/07/2002-Selected Education and Professional QualificationBachelor Degree in Engineering,Loughborough UniversityHonorary Doctorate of Tech

153、nology,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 from the National Electronic

154、s CouncilAwarded the FT ODX Outstanding Director Award,201911 Honorary Doctorate Degrees in totalAwarded Commander of the Order of Orange Nassau,2024Past PositionsSemiconductor Engineer,Texas Instruments Inc.(T.I.),U.S.Chairman,NXP Semiconductors N.V.,the NetherlandsChairman and CEO,ICL Plc,UKCEO an

155、d Chairman of the Executive Committee,British Telecommunications PlcChairman,GlobalLogic Inc.,U.S.Vice President,the British Quality FoundationDirector,Mentor Graphics Corp.,U.S.Director,Sony Corp.,JapanDirector,L.M.Ericsson,SwedenSenior Independent Director,AstraZeneca,UKChair of Council and Senior

156、 Pro-Chancellor,Loughborough University,UKBoard Member,EastWest Institute,New YorkSenior Advisor,Alix Partners LLP,LondonAdvisory Board Member,The Longreach Group Ltd.,HKMember of the International Advisory Board,Citigroup,U.S.Board Mentor,Chairman Mentors International(CMi)Ltd.,LondonNon-Executive

157、Director,Darktrace Plc,UKNon-Executive Director,Imagination Technologies Group Ltd.,UK(a non-public company)Independent DirectorMichael R.SplinterMale71-75U.S.06/04/202406/03/202706/09/2015-Selected Education and Professional Qualification Bachelor and Master Degrees in Electrical Engineering,Univer

158、sity 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(National Association of Corporate Directors)Directorship CertifiedTM,2020Past Po

159、sitionsExecutive 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 OMX Group,Inc.Director,Silicon Valley Leadership GroupDirector,SEMIDirector,Meyer B

160、urger 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 CouncilIndependent Director and Compensation Committee Chair,Gogoro Inc.,Cayman IslandsChair of Industrial Advisory Commi

161、ttee,National Institute of Standards and Technology,Department of Commerce,U.S.Current Positions at Non-profit OrganizationsChair,Board of Trustees,Natcast,U.S.Lead Independent Director,NASDAQ,Inc.Independent Director,Compensation Committee Chair,and Nominating and Corporate Governance Committee Mem

162、ber,Tigo Energy,Inc.,U.S.Independent Director,Kioxia Holdings Corp.,Japan(a non-public company)General Partner,WISC Partners LP,U.S.General Partner,MRS Business and Technology Advisors,U.S.(a non-public company)Independent DirectorMoshe N.GavrielovMale66-70U.S.06/04/202406/03/202706/05/2019-Selected

163、 Education and Professional Qualification Bachelor Degree in Electrical Engineering,Technion-Israel Institute of TechnologyMaster Degree in Computer Science,Technion-Israel Institute of TechnologyPast PositionsIn a variety of engineering and engineering management positions,National Semiconductor Co

164、rp.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 President and General Manager of the Verification Division,Cadence Design Systems,Inc.,U.S.President and CEO,Xilinx,Inc.,U.S.Director,Xilinx,I

165、nc.,U.S.Executive Chairman,Wind River Systems,Inc.,U.S.Director,San Jose Institute of Contemporary Art,U.S.Advisor,Matrix Capital Management Company LP,U.S.Chairman,SiMa Technologies,Inc.,U.S.(a non-public company)Chairman,Foretellix,Ltd.,Israel(a non-public company)Independent Director,NXP Semicond

166、uctors N.V.,the NetherlandsIndependent Director,Cadence Design Systems,Inc.,U.S.(Continued)024025Title/NameGenderAgeNationality or Place of RegistrationDate ElectedTerm ExpiresDate First ElectedShares Held When ElectedShares Currently HeldShares Currently Held by Spouse&Minors Selected Education and

167、 Professional QualificationPast PositionsCurrent Positions at Non-profit OrganizationsSelected Current Positions at TSMC and Other CompaniesShares(Note 2)%Shares(Note 2)%Shares(Note 2)%Independent DirectorL.Rafael ReifMale71-75U.S.06/04/202406/03/202707/26/2021-Selected Education and Professional Qu

168、alificationIngeniero 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 Technion(2017),Arizona Sta

169、te University(2018)and University of Miami(2022)Member of Tau Beta Pi,the Engineering Honor SocietyMember of the Electrochemical Society Fellow of the Institute of Electrical and Electronics Engineers(IEEE)Member of the American Academy of Arts and Sciences,the National Academy of Engineering and th

170、e 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)Awarded the Frank E.Taplin,J

171、r.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,editor or co-editor of 5 b

172、ooks,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 Center for Materials S

173、cience 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 Department of Electric

174、al Engineering and Computer Science(EECS),MITProvost,MITIndependent Director,Alcoa Corp.,U.S.Director,Arconic Inc.,U.S.Director,Schlumberger Ltd.,U.S.President,MIT(2012-2022)Current Positions at Non-profit OrganizationsPresident Emeritus,MIT,since 2023Ray and Maria Stata Professor of Electrical Engi

175、neering and Computer Science,MIT,since 2023Member,Board of Trustees,Carnegie Endowment for International Peace,U.S.Director,Council on Foreign Relations,U.S.Director,Waverley Street Foundation,U.S.Member,Board of Trustees,Instituto Tecnolgico de Monterrey,MexicoMember,Board of Trustees,Massachusetts

176、 General Hospital,U.S.Co-Chair of Growth Technical Advisory Board,Applied Materials,Inc.Director,Engine No.1 LP,U.S.(a non-public company)Independent DirectorUrsula M.BurnsFemale66-70U.S.06/04/202406/03/202706/04/2024-Selected Education and Professional QualificationBachelor Degree in Mechanical Eng

177、ineering,Polytechnic Institute of New York UniversityMaster Degree in Mechanical Engineering,Columbia UniversityMember,National Academy of EngineeringMember,American Academy of Arts and SciencesMember,Royal Academy of EngineeringPast PositionsChairwoman,CEO and President,Xerox Corp.,U.S.Chairwoman a

178、nd CEO,VEON Ltd.,the NetherlandsDirector,Boston Scientific Corp.,U.S.Director,American Express CompanyDirector,Nestl S.A.,SwitzerlandDirector,ExxonMobil Corp.,U.S.Executive Chairwoman,Plum Acquisition Corp.I,U.S.Leader,White House National Program on Science,Technology,Engineering and Math(STEM)Chai

179、r,Presidents Export CouncilMember,G7 Gender Equality Advisory CouncilDirector,Endeavor Group Holdings,Inc.,U.S.Vice Chair,Advisory Council on Supply Chain Competitiveness(ACSCC),U.S.Department of Commerce(2022-2024)Current Positions at Non-profit OrganizationsMember,Board of Trustees,Ford Foundation

180、,U.S.Member,Board of Trustees,Massachusetts Institute of Technology(MIT)Corp.Member,Board of Trustees,Metropolitan Museum of Art,U.S.Member,Board of Trustees,Mayo Clinic,U.S.Non-Executive Chairwoman,Teneo Holdings LLC,U.S.(a non-public company)Independent Non-Executive Director,IHS Holding Ltd.,Caym

181、an IslandsDirector,Uber Technologies Inc.,U.S.Founding Partner,Integrum Holdings LP,U.S.(a non-public company)(Continued)026027Note 1:TSMC shareholders elected TSMCs 16th Board of Directors at its 2024 Annual Shareholders Meeting on June 4,2024.The ten Directors(including seven Independent Directors

182、)are:Dr.C.C.Wei,Dr.F.C.Tseng,Dr.Ming-Hsin Kung(Representative of the National Development Fund,Executive Yuan),Sir Peter Leahy Bonfield(Independent Director),Mr.Michael R.Splinter(Independent Director),Mr.Moshe N.Gavrielov(Independent Director),Dr.L.Rafael Reif(Independent Director),Ms.Ursula M.Burn

183、s(Independent Director),Ms.Lynn L.Elsenhans(Independent Director),and Dr.Chuan Lin(Independent Director).After the Annual Shareholders Meeting,TSMC held the first meeting of the 16th Board of Directors,where the Board unanimously elected Dr.C.C.Wei as Chairman and Chief Executive Officer.Note 2:Does

184、 not include shares held in the form of ADSs.Note 3:Major Shareholders of the Institutional ShareholderInstitutional ShareholderMajor Shareholders(Top 10 Shareholders)of the Institutional ShareholderNational Development Fund,Executive Yuan Not ApplicableNote 4:Mr.Chin-Ching Liu was appointed as the

185、representative of the National Development Fund succeeding Mr.Ming-Hsin Kung on June 6,2024.Title/NameGenderAgeNationality or Place of RegistrationDate ElectedTerm ExpiresDate First ElectedShares Held When ElectedShares Currently HeldShares Currently Held by Spouse&Minors Selected Education and Prof

186、essional QualificationPast PositionsCurrent Positions at Non-profit OrganizationsSelected Current Positions at TSMC and Other CompaniesShares(Note 2)%Shares(Note 2)%Shares(Note 2)%Independent DirectorLynn L.ElsenhansFemale66-70U.S.06/04/202406/03/202706/04/2024-Selected Education and Professional Qu

187、alificationBachelor Degree in Applied Mathematics,Rice UniversityMaster Degree in Business Administration,Harvard UniversityPast PositionsChairwoman,President and CEO,Sunoco Inc.,U.S.Chairwoman and CEO,Sunoco Logistics Partners L.P.,U.S.Executive Vice President of Global Manufacturing,Shell Downstre

188、am Inc.,U.S.President and CEO,Shell Oil Products,U.S.President of Shell Oil Company and US Country ChairIndependent Director,International Paper Company,U.S.Independent Director,Flowserve Corporation,U.S.Independent Director,GlaxoSmithKline plc,UKCurrent Positions at Non-profit OrganizationsAdvisory

189、 Board Member of Whiting School of Engineering,Johns Hopkins UniversityIndependent Director and Governance&Corporate Responsibility Committee Chair,Baker Hughes Company,U.S.Independent Non-Executive Director,Audit Committee Member,and Nomination Committee Member,Saudi Arabian Oil Co.,Kingdom of Saud

190、i ArabiaIndependent Director,Peter Kiewit and Sons Inc.,U.S.(a non-public company)Independent DirectorChuan LinMale71-75R.O.C.06/04/202406/03/202706/04/2024126,8260.00%126,8260.00%16,0030.00%Selected Education and Professional QualificationBachelor Degree in Economics,Fu Jen Catholic UniversityMaste

191、r Degree in Public Finance,National Chengchi UniversityPh.D.in Economics,University of Illinois Urbana-Champaign,U.S.Past PositionsResearch Fellow,Chung-Hua Institution for Economic ResearchProfessor and Department Chair,Public Finance,National Chengchi UniversityDirector General,Bureau of Finance,T

192、aipei City GovernmentMinister,Directorate General of Budget,Accounting and Statistics of Executive YuanMinister of FinancePremier of Executive YuanChairman,Vanguard International Semiconductor CorporationIndependent Director,Casetek Holdings LimitedIndependent Director,Inotera Memories,Inc.Director,

193、PharmaEngine,Inc.Director,Chartis Taiwan Insurance Co.,Ltd.Chief Executive Officer,New Frontier FoundationCurrent Positions at Non-profit OrganizationsSenior Advisor to the PresidentChairman,TTY Biopharm Company LimitedChairman,TSH Biopharm Corporation Limited(Representative of TTY Biopharm Company

194、Limited)Independent Director,Pegatron CorporationRemarks:1.No 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.Rationale for electing the same person as Chairman

195、and Chief Executive Officer(CEO):To navigate the rapidly changing landscape of the highly competitive semiconductor industry,TSMCs Board of Directors elected Dr.C.C.Wei as the Chairman and CEO following the Boards re-election at the Annual Shareholders Meeting on June 4,2024.With Dr.Wei at the helm,

196、the alignment between the Board of Directors and the management team is expected to be more effective,enhancing efficiency in decision-making and execution and maximizing shareholder value.The Company currently has seven independent directors,accounting for 70%of the total board seats.The remaining

197、directors do not hold managerial or employee roles within the Company,ensuring the Boards independence in decision-making while enabling professional oversight and guidance that meet shareholder and market expectations for the Companys stability and long-term value.0280292.3.2 Remuneration of Direct

198、ors and Independent Directors(Note 1)Unit:NT$Note 1:Directors and Independent Directors remuneration policies,procedures,standards and structure,as well as the linkage to responsibilities,risks and time spent:1.According to TSMCs Articles of Incorporation,the Board of Directors is authorized to dete

199、rmine the salary for the Chairman,Vice Chairman and Directors,taking into account 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.2.The Articles of Incorporation also provide that the compensation to

200、directors shall be no more than 0.3%of annual profits and directors who also serve 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

201、in accordance with TSMCs“Rules for Distribution of Compensation to Directors”based 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 other directors be

202、cause they serve on multiple Committees,requiring their participation in discussions and resolutions according to each Committees charter;and(3)the compensation for overseas independent directors may be higher than domestic independent directors,as they require additional time to attend quarterly me

203、etings in Taiwan.Note 2:Former Chairman Dr.Mark Liu retired after the Annual Shareholders Meeting on June 4,2024.Note 3:Dr.C.C.Wei was elected as Chairman and Chief Executive Officer(CEO),effective June 4,2024.Note 4:Mr.Chin-Ching Liu was appointed as the representative of the National Development F

204、und succeeding Mr.Ming-Hsin Kung on June 6,2024.Note 5:The tenures of Independent Directors Ms.Kok-Choo Chen and Mr.Yancey Hai expired on June 4,2024.Note 6:Ms.Ursula M.Burns,Ms.Lynn L.Elsenhans,and Mr.Chuan Lin were elected as TSMCs independent director at TSMCs Annual Shareholders Meeting on June

205、4,2024.Note 7:Pensions funded according to applicable law.Note 8:The compensation of directors was expensed based on the estimated payment amounts.If the actual amounts subsequently paid differ from the above estimated amounts,the differences will be recorded in the year fully paid as a change in ac

206、counting estimate.Note 9:The above-mentioned figures include expenses for Company cars and related reimbursements,but do not include compensation of Company drivers(totaled NT$3,666,280).Note 10:Total remuneration of the directors from TSMC and from all consolidated entities in 2023,including their

207、employee compensation,both accounted for 0.1411%of 2023 net income.Title/NameDirectors RemunerationSum of(A+B+C+D)and Ratio to Net IncomeCompensation to a Director Who is an Employee of TSMC or of TSMCs Consolidated EntitiesSum of(A+B+C+D+E+F+G)and Ratio to Net Income(Note 10)Compensation to Directo

208、rs from Non-consolidated Affiliates or Parent CompanyBase Compensation(A)Severance Pay and Pensions(B)(Note 7)Compensation to Directors(C)(Note 8)Allowances(D)(Note 9)Base Compensation,Bonuses,and Allowances(E)(Note 9)Severance Pay and Pensions(F)(Note 7)Profit Sharing(G)From TSMCFrom All Consolidat

209、ed EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom Al

210、l Consolidated EntitiesCash Stock(Fair Market Value)Cash Stock(Fair Market Value)Former ChairmanMark Liu(Note 2)146,109,128146,109,128116,599116,599199,558,100199,558,100808,030808,030346,591,8570.0296%346,591,8570.0296%-346,591,8570.0296%346,591,8570.0296%-Chairman&CEOC.C.Wei(Note 3)-628,180,752628

211、,180,752288,458288,458317,893,824-317,893,824-946,363,0340.0807%946,363,0340.0807%-DirectorF.C.Tseng-13,337,42513,337,4251,086,9751,086,97514,424,400 0.0012%14,424,400 0.0012%-14,424,4000.0012%14,424,4000.0012%18,715,133DirectorNational Development Fund,Executive YuanRepresentative:Chin-Ching Liu(No

212、te 4)-13,337,42513,337,425-13,337,4250.0011%13,337,4250.0011%-13,337,4250.0011%13,337,4250.0011%-Independent Director Sir Peter L.Bonfield-21,397,14721,397,147-21,397,1470.0018%21,397,1470.0018%-21,397,1470.0018%21,397,1470.0018%-Independent Director Kok-Choo Chen(Note 5)-7,949,0117,949,011-7,949,01

213、10.0007%7,949,0110.0007%-7,949,0110.0007%7,949,0110.0007%-Independent Director Michael R.Splinter-21,397,14721,397,147-21,397,1470.0018%21,397,1470.0018%-21,397,1470.0018%21,397,1470.0018%-Independent Director Moshe N.Gavrielov-21,397,14721,397,147-21,397,1470.0018%21,397,1470.0018%-21,397,1470.0018

214、%21,397,1470.0018%-Independent DirectorYancey Hai(Note 5)-7,949,0117,949,011-7,949,0110.0007%7,949,0110.0007%-7,949,0110.0007%7,949,0110.0007%-Independent DirectorL.Rafael Reif-21,397,14721,397,147-21,397,1470.0018%21,397,1470.0018%-21,397,1470.0018%21,397,1470.0018%-Independent DirectorUrsula M.Bur

215、ns(Note 6)-11,276,78011,276,780-11,276,7800.0010%11,276,7800.0010%-11,276,7800.0010%11,276,7800.0010%-Independent DirectorLynn L.Elsenhans(Note 6)-11,276,78011,276,780-11,276,7800.0010%11,276,7800.0010%-11,276,7800.0010%11,276,7800.0010%-Independent DirectorChuan Lin(Note 6)-8,715,9898,715,989-8,715

216、,9890.0007%8,715,9890.0007%-8,715,9890.0007%8,715,9890.0007%-Total146,109,128146,109,128116,599116,599358,989,109358,989,1091,895,0051,895,005507,109,841 0.0432%507,109,841 0.0432%628,180,752628,180,752288,458288,458317,893,8240317,893,82401,453,472,875 0.1239%1,453,472,875 0.1239%18,715,133*Other t

217、han disclosure in the 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 2024 financial statements:Dr.F.C.Tseng for N

218、T$18,944,515.0300312.4 Management Team2.4.1 Information Regarding Management TeamAs of 02/28/2025Title 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 CompaniesM

219、anagers Who Are Spouses or within Second-degree Relative of Consanguinity to Each OtherShares(Note 2)%Shares(Note 2)%Shares(Note 2)%TitleNameRelationChairman&Chief Executive OfficerC.C.Wei(Note 3)MaleR.O.C.02/01/19986,392,8340.02%700,261 0.00%-Ph.D.,Electrical Engineering,Yale University,U.S.Chief E

220、xecutive Officer,TSMCPresident and Co-Chief Executive Officer,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.NoneNo

221、neNoneNoneExecutive Vice Presidents and Co-Chief Operating OfficerCo-COO Office&OperationsY.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,Operations&Overseas Operations Office,TSMCSenior Vice Pr

222、esident,Product Development,TSMCVice President,Advanced Technology and Business,TSMCDirector,TSMC subsidiariesNoneNoneNoneExecutive Vice Presidents and Co-Chief Operating OfficerCo-COO Office&Research and DevelopmentY.J.Mii(Note 4)MaleR.O.C.11/14/19941,016,2730.00%-Ph.D.,Electrical Engineering,Unive

223、rsity of California,Los Angeles,U.S.Senior Vice President,Research and Development,TSMCVice President,Technology Development,TSMC Senior Director,Platform I Division,TSMCNoneNoneNoneNoneSenior Vice President and Deputy Co-Chief Operating OfficerChief Information Security OfficerCliff Hou(Note 5 and

224、Note 6)MaleR.O.C.12/15/1997447,1170.00%60,8020.00%-Ph.D.,Electrical Engineering,Syracuse University,U.S.Senior Vice President,Europe&Asia Sales and Research&Development/Corporate Research,TSMCSenior Vice President,Technology Development,TSMCVice President,Design and Technology Platform,TSMCSenior Di

225、rector,Design and Technology Platform,TSMCDirector,TSMC subsidiaryNoneNoneNoneSenior Vice President and Deputy Co-Chief Operating OfficerBusiness Development&Global Sales Kevin Zhang(Note 5)MaleU.S.11/01/2016115,8670.00%-Ph.D.,Electrical Engineering,Duke University,U.S.Senior Vice President,Business

226、 Development&Overseas Operations Office,TSMCVice President,Design and Technology Platform,TSMCVice President,Technology and Manufacturing Group,Intel Corp.NoneNoneNoneNoneSenior Vice President Human Resources Lora Ho FemaleR.O.C.06/01/19994,414,7530.02%2,059,5300.01%-Master,Business Administration,N

227、ational 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 Manufacturing Corp.Director and/or Supervisor,TSMC subsidiariesNoneNoneNoneSenior Vic

228、e President Corporate Strategy DevelopmentWei-Jen Lo MaleR.O.C.07/01/20041,282,3280.00%-Ph.D.,Solid State Physics and Surface Chemistry,University of California,Berkeley,U.S.Senior Vice President,Research and Development,TSMCVice President,Technology Development,TSMCVice President,Manufacturing Tech

229、nology,TSMCVice President,Advanced Technology Business,TSMCVice President,Operations II,TSMCDirector,Advanced Technology Development and CTM Plant Manager,Intel Corp.NoneNoneNoneNoneSenior Vice President Corporate Strategy DevelopmentChairmanTSMC AZRick Cassidy MaleU.S.11/14/1997-Bachelor,Engineerin

230、g Technology,United States Military Academy at West Point,U.S.Senior Vice President,Corporate Strategy Office&Overseas Operations Office,TSMCChief Executive Officer,TSMC North AmericaPresident,TSMC North AmericaVice President,TSMC North AmericaDirector,TSMC subsidiaryNoneNoneNoneSenior Vice Presiden

231、tCorporate Strategy DevelopmentFormer Chief Information Security OfficerJ.K.Lin(Note 6)MaleR.O.C.01/01/198712,660,5010.05%1,219,9610.00%-Bachelor,Science,National Changhua University of Education,TaiwanSenior Vice President,Information Technology and Materials Management&Risk Management,TSMCVice Pre

232、sident,Mainstream Fabs and Manufacturing Technology,TSMCSenior Director,Mainstream Fabs,TSMCNoneNoneNoneNoneSenior Vice President and General Counsel Corporate Governance Officer Legal Sylvia FangFemaleR.O.C.03/20/1995707,793 0.00%67,906 0.00%384,0000.00%Master,Comparative Law,School of Law,Universi

233、ty of Iowa,U.S.Attorney-at-law,TaiwanVice President and General Counsel Corporate Governance Officer,Legal,TSMCAssociate General Counsel,TSMCSenior Associate,Taiwan International Patent and Law Office(TIPLO)Director and/or Supervisor,TSMC subsidiaries NoneNoneNoneSenior Vice President and Chief Fina

234、ncial Officer SpokespersonFinance Wendell Huang MaleR.O.C.05/03/19991,660,2210.01%-Master,Business Administration,Cornell University,U.S.Vice President and Chief Financial Officer,Finance,TSMCDeputy Chief Financial Officer,TSMCSenior Director,Finance Division,TSMCVice President,Corporate Finance,ING

235、 BaringsVice President,Corporate Finance,Chase Manhattan BankVice President,Corporate Finance,Bankers Trust CompanyDirector,Supervisor,and/or President,TSMC subsidiariesDirector,TSMC affiliateNoneNoneNone(Continued)032033Title NameGenderNationalityOn-board Date(Note 1)Shares HeldShares Held by Spous

236、e&MinorsShares Held in the Name of OthersEducation and Selected Past PositionsSelected Current Positions at Other CompaniesManagers Who Are Spouses or within Second-degree Relative of Consanguinity to Each OtherShares(Note 2)%Shares(Note 2)%Shares(Note 2)%TitleNameRelationVice PresidentOperations/Fa

237、b Operations I CEOTSMC AZY.L.WangMaleR.O.C.06/01/1992226,0430.00%1,135,529 0.00%-Ph.D.,Electrical Engineering,National Chiao Tung University,TaiwanVice President,Fab Operations,TSMCVice President,Technology Development,TSMCVice President,Fab 14B,TSMCSenior Director,Fab 14B,TSMCDirector,TSMC subsidia

238、ryNoneNoneNoneVice President and TSMC Distinguished FellowResearch and Development/Pathfinding for System IntegrationDouglas YuMaleR.O.C.12/28/1994258,4960.00%-Ph.D.,Materials Engineering,Georgia Institute of Technology,U.S.Vice President,Integrated Interconnect&Packaging,TSMCSenior Director,Integra

239、ted Interconnect&Packaging Division,TSMCNoneNoneNoneNoneVice President and TSMC FellowOperations/Advanced Technology and Mask EngineeringT.S.ChangMaleR.O.C.02/06/1995181,2890.00%-Ph.D.,Electrical Engineering,National Tsing Hua University,TaiwanVice President,Product Development,TSMCVice President,Fa

240、b 12B,TSMCSenior Director,Fab 12B,TSMCNoneNoneNoneNoneVice PresidentResearch and Development/Platform Technology Research and Development/Technology Development Effectiveness OfficeMichael WuMaleR.O.C.12/09/1996493,4040.00%198,9430.00%-Ph.D.,Electrical Engineering,University of Wisconsin-Madison,U.S

241、.Senior Director,Platform Development,TSMC NoneNoneNoneNoneVice PresidentResearch and Development/Corporate ResearchResearch and Development/PathfindingMin CaoMaleU.S.07/29/2002371,0550.00%34,4700.00%-Ph.D.,Physics,Stanford University,U.S.Senior Director,Pathfinding Division,TSMCNoneNoneNoneNoneVice

242、 PresidentOperations/Fab Operations II CEOJASMY.H.Liaw MaleR.O.C.08/03/1988375,5320.00%-430,0000.00%Master,Chemical Engineering,National Tsing Hua University,TaiwanVice President,Fab Operations,TSMCVice President,Fab 15B,TSMCSenior Director,Fab 15B,TSMCDirector,TSMC subsidiaries Director,TSMC affili

243、ate NoneNoneNoneVice PresidentResearch and Development/Advanced Tool and Module DevelopmentSimon Jang MaleR.O.C.09/01/1993356,8320.00%2,0000.00%-Ph.D.,Materials Science&Engineering,Massachusetts Institute of Technology,U.S.Senior Director,Advanced Tool and Module Development Division,TSMCNoneDeputy

244、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,Worcester Polytech.Institute,U.S.Vice President,Europe&Asia Sales,TSMCSenior Director,Office of Strategy Customer Pr

245、ogram,TSMCSenior Director,E-Beam Operation Division,TSMCDirector,TSMC affiliateNoneNoneNoneVice PresidentOperations/Advanced Packaging Technology and Service Jun HeMaleR.O.C.05/22/201733,3100.00%-Ph.D.,Materials Science and Engineering,University of California,Santa Barbara,U.S.Vice President,Qualit

246、y and Reliability,TSMCSenior Director,Quality and Reliability,TSMCSenior Director,Head of Quality and Reliability for Technology&Manufacturing Group,Intel Corp.Director,TSMC subsidiariesNoneNoneNoneVice PresidentResearch and Development/Platform Technology Geoffrey Yeap MaleU.S.03/21/201679,5320.00%

247、-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,QualcommNoneNoneNoneNoneVice President and Chief Information OfficerCorporate Information Technolog

248、yChris Horng-Dar LinMaleU.S.01/04/202141,1370.00%15,0000.00%-Ph.D.,Electrical Engineering and Computer Science,University of California,Berkeley,U.S.Vice President,Information Technology,MozillaDirector,Enterprise Platform Infrastructure,FacebookNoneNoneNoneNoneVice PresidentCorporate Planning Organ

249、izationJonathan Lee MaleR.O.C.05/28/2007404,1200.00%6,0000.00%-Master,Business Administration,City University of New York,Baruch College,U.S.Senior Director,Strategic Planning Division,TSMCNoneNoneNoneNoneVice PresidentOperations/FacilityArthur ChuangMaleR.O.C.01/17/19892,608,1180.01%1,993,1400.01%-

250、Ph.D.,Civil Engineering,National Taiwan University,TaiwanSenior Director,Facility Division,TSMCNoneTechnical ManagerGavin ChuangBrotherVice President and TSMC FellowResearch and Development/Design&Technology PlatformL.C.LuMaleR.O.C.08/01/2000180,9570.00%15,0000.00%-Ph.D.,Computer Science,Yale Univer

251、sity,U.S.Senior Director,Digital IPs Solution Division,TSMCDirector,and/or President,TSMC subsidiariesDirector,TSMC affiliateNoneNoneNone(Continued)034035Note 1:On-board date means the official date joining TSMC.Note 2:Dose not include shares held in the form of ADSs.Note 3:Rationale for electing th

252、e same person as Chief Executive Officer(CEO)and Chairman:To navigate the rapidly changing landscape of the highly competitive semiconductor industry,TSMCs Board of Directors elected Dr.C.C.Wei as the Chairman and CEO following the Boards re-election at the Annual Shareholders Meeting on June 4,2024

253、.With Dr.Wei at the helm,the alignment between the Board of Directors and the management team is expected to be more effective,enhancing efficiency in decision-making and execution and maximizing shareholder value.The Company currently has seven independent directors,accounting for 70%of the total b

254、oard seats.The remaining directors do not hold managerial or employee roles within the Company,ensuring the Boards independence in decision-making while enabling professional oversight and guidance that meet shareholder and market expectations for the Companys stability and long-term value.Note 4:Mr

255、.Y.P.Chyn and Dr.Y.J.Mii were appointed as Executive Vice Presidents and Co-Chief Operating 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:Dr.Cliff Hou was appointed

256、as Chief Information Security Officer,effective January 1,2025.Note 7:Ms.Vanessa Lee was promoted to Vice President,effective August 13,2024.Note 8:Mr.P.H.Chen was promoted to Vice President,effective February 12,2025.Title NameGenderNationalityOn-board Date(Note 1)Shares HeldShares Held by Spouse&M

257、inorsShares Held in the Name of OthersEducation and Selected Past PositionsSelected Current Positions at Other CompaniesManagers Who Are Spouses or within Second-degree Relative of Consanguinity to Each OtherShares(Note 2)%Shares(Note 2)%Shares(Note 2)%TitleNameRelationVice PresidentResearch and Dev

258、elopment/Integrated Interconnect&PackagingK.C.Hsu MaleR.O.C.11/01/202190,9270.00%10,0000.00%-Master,Technology Management,National Chiao Tung University,TaiwanTaiwan Country Manager,Micron Technology Inc.President,WaferTech LLCNoneNoneNoneNoneVice PresidentOperations/Fab Operations IManaging Directo

259、rESMCRay ChuangMaleR.O.C.12/15/1997180,3180.00%106,0000.00%-Master,Materials Science&Engineering/Engineering Economics System,Stanford University,U.S.Senior Director,Fab 18A,TSMCDirector,Fab 12B,TSMCDirector,TSMC subsidiaryNoneNoneNoneVice PresidentMaterials ManagementVanessa Lee(Note 7)FemaleR.O.C.

260、05/04/20229,3100.00%-Master,Chemistry,National Taiwan University,TaiwanSenior Director,Materials Management,TSMCGlobal Commodity Manager,GoogleDirector of Procurement,AppleSenior Sourcing Manager,QualcommNoneNoneNoneNoneVice President Human ResourcesP.H.Chen(Note 8)MaleR.O.C.08/01/1990433,4140.00%83

261、,1430.00%-Master,Chemistry,National Sun Yat-sen University,TaiwanSenior Director,Program Office,TSMCSenior Fab Director,Fab 14A,TSMCNoneNoneNoneNone0360372.4.2 Compensation of CEO and Vice Presidents(Note 1)TitleNameSalary(A)Severance Pay and Pensions(B)(Note 7)Bonuses and Allowances(C)(Note 8)Profi

262、t Sharing(D)Sum of(A+B+C+D)and Ratio to Net Income(Note 9)Compensation from Non-consolidated Affiliates or Parent CompanyFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Consolidated EntitiesFrom TSMCFrom All Conso

263、lidated EntitiesCashStock(Fair Market Value)CashStock(Fair Market Value)Chairman&Chief Executive OfficerC.C.Wei(Note 2)16,025,45016,025,450288,458288,458612,155,302612,155,302317,893,824-317,893,824-946,363,0340.0807%946,363,0340.0807%-Senior Vice President,Chief Financial Officer/SpokespersonWendel

264、l Huang6,601,5006,601,500118,827118,827112,897,199112,897,19970,738,960-70,738,960-190,356,4860.0162%190,356,4860.0162%-Executive Vice President and Co-Chief Operating OfficerY.P.Chyn(Note 3)145,025,473184,081,3112,610,4613,306,5682,369,188,1942,547,162,2051,426,724,855-1,426,724,855-3,943,548,9830.

265、3361%4,161,274,9390.3547%-Executive Vice President and Co-Chief Operating OfficerY.J.Mii(Note 3)Senior Vice President and Deputy Co-Chief Operating OfficerCliff Hou(Note 4 and Note 5)Senior Vice President and Deputy Co-Chief Operating OfficerKevin Zhang(Note 4)Senior Vice PresidentLora HoSenior Vice

266、 PresidentWei-Jen Lo Senior Vice President/Chairman,TSMC ArizonaRick Cassidy Senior Vice President/Former Chief Information Security OfficerJ.K.LinSenior Vice President and General Counsel/Corporate Governance OfficerSylvia FangVice President/CEO,TSMC ArizonaY.L.WangVice President and TSMC Distingui

267、shed FellowDouglas YuVice President and TSMC FellowT.S.ChangVice PresidentMichael WuVice PresidentMin CaoVice President/CEO,JASMY.H.LiawVice PresidentSimon JangVice PresidentC.S.YooVice PresidentJun HeVice PresidentGeoffrey Yeap Vice President and Chief Information OfficerChris Horng-Dar LinVice Pre

268、sidentJonathan Lee Vice PresidentArthur ChuangVice President and TSMC FellowL.C.LuVice PresidentK.C.HsuVice President/Managing Director,ESMCRay Chuang Vice PresidentVanessa Lee(Note 6)Total167,652,423206,708,2613,017,7463,713,8533,094,240,6953,272,214,7061,815,357,63901,815,357,63905,080,268,5030.43

269、30%5,297,994,4590.4516%-Unit:NT$Note 1:The total compensation of the executive officers is based on their job responsibility,contribution,company performance,and effective risk management.This includes traditional financial measures like company performance(revenue growth,return on equity,alongside

270、risk-indicators).By maintaining a balanced perspective,the company is committed to achieve sustainable growth and risk-conscious performance.It is reviewed by the Compensation and People Development Committee then submitted to the Board of Directors for approval.Note 2:Dr.C.C.Wei was elected as Chai

271、rman and Chief Executive Officer(CEO),effective June 4,2024.Note 3: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 4:Dr.Cliff Hou and Dr.Kevin Zhang were appointed as Senior Vice Presidents and Deputy Co-Chief Operati

272、ng Officers,effective March 1,2024.Note 5:Dr.Cliff Hou was appointed as Chief Information Security Officer,Effective January 1,2025.Note 6:Ms.Vanessa Lee was promoted to Vice President,effective August 13,2024.These amounts did not include compensation for the period before his promotion.Note 7:Pens

273、ions funded according to applicable law.Note 8:The above-mentioned figures include the expense for the business performance bonuses distributed in May,August,November 2024&February 2025,and Company cars and gasoline reimbursements.Note 9:Total compensation of the executive officers from TSMC in 2023

274、 accounted for 0.3768%of 2023 net income.Total compensation of the executive officers from all consolidated entities in 2023 accounted for 0.4033%of 2023 net income.0380392.4.3 Employees Profit Sharing of Management TeamTitleNameStock (Fair Market Value)CashTotalTotal Profit Sharing of Management Te

275、am as a%of Net IncomeChairman&Chief Executive OfficerC.C.Wei(Note 1)-317,893,824317,893,8240.0271%Senior Vice President,Chief Financial Officer/SpokespersonWendell Huang-70,738,96070,738,9600.0060%Executive Vice President and Co-Chief Operating OfficerY.P.Chyn(Note 2)-1,426,724,8551,426,724,8550.121

276、6%Executive Vice President and Co-Chief Operating OfficerY.J.Mii(Note 2)Senior Vice President and Deputy Co-Chief Operating OfficerCliff Hou(Note 3 and Note 4)Senior Vice President and Deputy Co-Chief Operating OfficerKevin Zhang(Note 3)Senior Vice PresidentLora HoSenior Vice PresidentWei-Jen Lo Sen

277、ior Vice President/Chairman,TSMC ArizonaRick Cassidy Senior Vice President/Former Chief Information Security Officer J.K.LinSenior Vice President and General Counsel/Corporate Governance OfficerSylvia FangVice President/CEO,TSMC ArizonaY.L.WangVice President and TSMC Distinguished FellowDouglas YuVi

278、ce President and TSMC FellowT.S.ChangVice PresidentMichael WuVice PresidentMin CaoVice President/CEO,JASMY.H.LiawVice PresidentSimon JangVice PresidentC.S.Yoo Vice PresidentJun He Vice PresidentGeoffrey YeapVice President and Chief Information OfficerChris Horng-Dar LinVice PresidentJonathan LeeVice

279、 PresidentArthur ChuangVice President and TSMC FellowL.C.LuVice PresidentK.C.HsuVice President/Managing Director,ESMCRay ChuangVice PresidentVanessa Lee(Note 5)Total-1,815,357,6391,815,357,6390.1547%Unit:NT$Note 1:Dr.C.C.Wei was elected as Chairman and Chief Executive Officer(CEO),effective June 4,2

280、024.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 Zhang were appointed as Senior Vice Presidents and Deputy Co-Chief Operating Officers,effective March 1,2024.Note 4:Dr.Cliff Hou w

281、as appointed as Chief Information Security Officer,Effective January 1,2025.Note 5:Ms.Vanessa Lee was promoted to Vice President,effective August 13,2024.These amounts did not include compensation for the period before her promotion.The Companys Policy,Standards/Packages,Procedures for the Compensat

282、ion 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 Vice Presidents takes into account,in a comprehensive manner,aspects of their experience,professional capabilities,man

283、agerial 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 their responsibilities as well as their work performance.Compensation includes salary,quarterly paid cash bonus,allowa

284、nces,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 shareholders interests and ESG achievements.The company places a greater emphasis on variable compensation constituting a larger

285、 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 companys sustainable business performance,shareholder interests,and ESG achievements.The Compensation and People Development

286、 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 the purpose of rewarding employee contributions,incentivizing employees to continue to work hard,and aligning employee in

287、terests 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 compensation.The frequency,date,and conditions of the distribution of employee compensation will be determined according t

288、o 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 distribution of the employee bonuses are recommended by the Compensation and People Development Committee to the Board of Di

289、rectors 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 meeting.TSMC established Employee Restricted Stock Awards to link the compensation for CEO and Vice Presidents with ESG a

290、chievements 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 Companys business performance,the individuals job grade,performance,and other factors as deemed appropriate and approved by

291、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 Presidents is governed by the Companys bonus policy,which covers the achievement of both corporate operational goals and

292、 personal annual objectives.Corporate goals include financial indicators and non-financial indicators.Personal annual objectives include operational goals and ESG achievements in focus areas:Drive Green Manufacturing,Build a Sustainable Supply Chain,Create a Healthy and Inclusive Workplace,Develop T

293、alent,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 Restricted Stock”on page 84-91 of this Annual Report).The corporate performance indicators are the relative total shareholder re

294、turn(TSR)of the company compared to TSR of the S&P 500 IT Index,with the companys ESG achievements as a modifier.Through these two clear quantitative indicators,we strengthen managements long-term and continuous creation of shareholder value while improving ESG performance,which shows a strong corre

295、lation 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 performance of the Company.The standards,structure,and system of compensation are reviewed and adjusted as necessary in response

296、 to changes in the Companys actual operating conditions and relevant laws and regulations.The Companys financial incentive programs are tied to meeting risk-related goals and the pursue of Companys objectives are within the Companys risk appetite and tolerance.Clawback PolicyTSMC established the Cla

297、wback policy in 2023.(Disclosed on Governance/Major Internal Policies/TSMC Clawback Policy)Compensation of CEO and Vice Presidents2024From TSMCFrom All Consolidated Entities and Non-consolidated AffiliatesNT$0 NT$999,999Rick Cassidy NoneNT$1,000,000 NT$1,999,999NoneNoneNT$2,000,000 NT$3,499,999NoneN

298、oneNT$3,500,000 NT$4,999,999NoneNoneNT$5,000,000 NT$9,999,999NoneNoneNT$10,000,000 NT$14,999,999NoneNoneNT$15,000,000 NT$29,999,999NoneNoneNT$30,000,000 NT$49,999,999Vanessa LeeVanessa LeeNT$50,000,000 NT$99,999,999Jun He,Arthur Chuang,Ray ChuangJun He,Arthur Chuang,Ray ChuangOver NT$100,000,000C.C.

299、Wei,Wendell Huang,Y.P.Chyn,Y.J.Mii,Cliff Hou,Kevin Zhang,Lora Ho,Wei-Jen Lo,J.K.Lin,Sylvia Fang,Y.L.Wang,Douglas Yu,T.S.Chang,Michael Wu,Min Cao,Y.H.Liaw,Simon Jang,C.S.Yoo,Geoffrey Yeap,Chris Horng-Dar Lin,Jonathan Lee,L.C.Lu,K.C.HsuC.C.Wei,Wendell Huang,Y.P.Chyn,Y.J.Mii,Cliff Hou,Kevin Zhang,Lora

300、Ho,Wei-Jen Lo,Rick Cassidy,J.K.Lin,Sylvia Fang,Y.L.Wang,Douglas Yu,T.S.Chang,Michael Wu,Min Cao,Y.H.Liaw,Simon Jang,C.S.Yoo,Geoffrey Yeap,Chris Horng-Dar Lin,Jonathan Lee,L.C.Lu,K.C.HsuTotal28280400413It is TSMCs core values of Integrity,Commitment,Innovation,and Customer Trust that have earned our

301、customers confidence to grow and prosper together.Corporate Governance0420433.1 OverviewTSMC advocates and acts upon the principles of operational transparency and respect for shareholder rights.We believe that the basis for successful corporate governance is a sound and effective Board of Directors

302、.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 Development Committee,and Nominating,Corporate Governance and Sustainability Committee.Each Committees chairperson regularl

303、y reports to the Board on its activities and recommendations.3.2 Board of DirectorsBoard StructureTSMCs Chairman,Dr.Mark Liu,retired from the Company after the Annual Shareholders Meeting on June 4,2024.At the meeting,TSMC shareholders elected a new Board of Directors,which then convened to elect Dr

304、.C.C.Wei as Chairman and Chief Executive Officer(CEO).TSMCs 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 judgmen

305、t.These professionals include citizens from Taiwan,Europe and the U.S.with world-class business operating experience.The current board members are:Chairman Dr.C.C.Wei,Dr.F.C.Tseng,Mr.Chin-Ching Liu(Representative of the National Development Fund,Executive Yuan),Sir Peter L.Bonfield(Independent Direc

306、tor),Mr.Michael R.Splinter(Independent Director),Mr.Moshe N.Gavrielov(Independent Director),Dr.L.Rafael Reif(Independent Director),Ms.Ursula M.Burns(Independent Director),Ms.Lynn L Elsenhans(Independent Director),and Dr.Chuan Lin(Independent Director).Board ResponsibilitiesInheriting the spirit of T

307、SMCs Founder,Dr.Morris Changs philosophy on corporate governance,under the leadership of Chairman Dr.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 complian

308、ce with relevant laws and regulations,financial transparency,timely disclosure of material information,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,Nomina

309、ting,Corporate Governance and Sustainability Committee,the hiring of a financial expert consultant 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 evalua

310、te management performance and to review the succession plan for senior executives.TSMCs management 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

311、the best interests for TSMC shareholders.The third duty of the Board of Directors is to resolve 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

312、each quarter,TSMCs management reports to the Board on various subjects(including ESG programs)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 peri

313、odically oversees those strategies implementation and outcomes,and may suggest the management 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 ethi

314、cal professionals with the necessary knowledge,experience as world-class business leaders and understanding from diverse backgrounds.TSMCs Board of Directors members are nominated via rigorous selection processes.The Company established the“Guidelines for Nomination of Directors,”which detail the pr

315、ocedures and criteria for the nominating,qualifying and evaluating director candidates for consideration by the Board of Directors.Additionally,the“Corporate Governance Guidelines”outline the criteria for evaluating candidates for election by shareholders.These criteria include professional knowledg

316、e,experience,business judgment,commitment to the Companys core values,and reputation for 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

317、Independent Director candidates to the Board of Directors for nomination.The independence of each Independent Director candidate is also considered and assessed under relevant laws.Directors shall be elected pursuant to the candidate nomination system specified in Article 192-1 of the R.O.C.Company

318、Law.The tenure of office for Directors shall be three years.Under R.O.C.law,in which TSMC was incorporated,any shareholders holding one percent or more of our total outstanding common shares may nominate their own candidate to stand for election as a Board member.This democratic mechanism allows our

319、 shareholders to become involved in the selection and nomination process of Board candidates.The final slate of candidates is put to the shareholders for voting at the relevant annual shareholders meeting.Taking the position that directors who over time have developed increasing knowledge,experience

320、 and insight into the semiconductor industry and deeper understanding of the operations of the Company can better perform their duties and provide an increasing contribution and value to the shareholders of the Company.Except as otherwise provided in applicable regulations regarding the tenure limit

321、s of independent directors,there are no limits on the number of terms that a director may serve.The Board will,however,assess director tenure on an on-going basis to ensure the Board continues to benefit from new perspectives.Directors CompensationAccording to TSMCs Articles of Incorporation,the Boa

322、rd of Directors is authorized to determine the salary for the Chairman,Vice Chairman and Directors,taking into account 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.TSMCs Articles of Incorporation a

323、lso state that not more than 0.3 percent of our annual profits may be distributed as compensation to our directors.In addition,directors who also serve as executive officers of the Company are not entitled to receive any director compensation.According to TSMCs Compensation and People Development Co

324、mmittee Charter,the distribution of compensation to directors shall be made in accordance with TSMCs“Rules for Distribution of Compensation to Directors”based on the following principles:(1)directors who also serve as executive officers of the Company are not entitled to receive compensation;(2)the

325、compensation for Independent Directors may be higher than other Directors because they serve on multiple Committees,requiring their participation in discussions and resolutions according to each Committees charter;and(3)the compensation for overseas Independent Directors may be higher than domestic

326、Independent Directors,as they require additional time to attend quarterly meetings in Taiwan.044045CriteriaName/TitleProfessional Qualification and ExperienceIndependent Directors Independence StatusNumber of Other Taiwanese Public Companies Concurrently Serving as an Independent DirectorC.C.WeiChai

327、rman and Chief Executive OfficerFor Directors professional qualification and experience,please refer to“2.3.1 Information Regarding Board Members”on page 20-27 of this Annual Report.None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law.(Note 1)Not Ap

328、plicableF.C.TsengDirectorChin-Ching LiuDirectorSir Peter L.BonfieldIndependent Director1.All Independent Directors meet the requirements outlined in Article 14-2 of“Securities and Exchange Act”and“Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”

329、(Note 2)issued by Taiwans Financial Supervisory Commission2.For information on Independent Directors(or nominee arrangement)as well as his/her spouse and minor childrens shareholding of TSMC common shares,please refer to“2.3.1 Information Regarding Board Members”on page 20-27 of this Annual Report3.

330、None of the Independent Directors have received compensation or benefits for providing to the Company or its affiliates:(1)any audit service;or(2)commercial,legal,financial,accounting services or other services within the recent two years0Michael R.SplinterIndependent Director0Moshe N.GavrielovIndep

331、endent Director0L.Rafael ReifIndependent Director0Ursula M.BurnsIndependent Director0Lynn L.ElsenhansIndependent Director0Chuan LinIndependent Director1Directors Professional Qualifications and Independent Directors Independence StatusNote 1:1.Having committed an offence as specified in the Statute

332、for Prevention of Organizational Crimes and subsequently convicted of a crime,and has not started serving the sentence,has not completed serving the sentence,or five years have not elapsed since completion of serving the sentence,expiration of the probation,or pardon;2.Having committed the offence i

333、n terms of fraud,breach of trust or misappropriation and subsequently convicted with imprisonment for a term of more than one year,and has not started serving the sentence,has not completed serving the sentence,or two years have not elapsed since completion of serving the sentence,expiration of the probation,or pardon;3.Having committed the offense as specified in the Anti-corruption Act and subse