https://www.tsmc.com
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TSE: 2330
NYSE: TSM
TSMC Annual Report 2021(I)
Taiwan Stock Exchange Market Observation Post System: https://mops.twse.com.tw
TSMC annual report is available at https://investor.tsmc.com/english/annual-reports
Printed on March 12, 2022
TSMC Vision, Mission & Core Values
Table of Contents
TSMC’s Vision
Our 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 in the semiconductor industry.
To realize our vision, we must have a trinity of strengths:
1. be a technology leader, competitive with the leading IDMs
2. be the manufacturing leader
3. be the most reputable, service-oriented and maximum-total-benefits
silicon foundry
TSMC’s Mission
Our mission is to be the trusted technology and capacity provider of the global logic IC
industry for years to come.
TSMC’s Core Values
Integrity
Integrity is our most basic and most important core value. We tell the truth. We believe
the record of our accomplishments is the best proof of our merit. Hence, we do not brag.
We do not make commitments lightly. Once we make a commitment, we devote ourselves
completely to meeting that commitment. We compete to our fullest within the law, but
we do not slander our competitors and we respect the intellectual property rights of
others. With vendors, we maintain an objective, consistent, and impartial attitude. We do
not tolerate any form of corrupt behavior or politicking. When selecting new employees,
we place emphasis on the candidates’ qualifications and character, not connections or
access.
Commitment
TSMC is committed to the welfare of customers, suppliers, employees, shareholders, and
society. These stakeholders all contribute to TSMC’s 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.
Innovation
Innovation is the wellspring of TSMC’s growth, and is a part of all aspects of our business,
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 Trust
At TSMC, customers come first. Their success is our success, and we value their ability to
compete as we value our own. We strive 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.
1. Letter to Shareholders
2. Company Profile
2.1 An Introduction to TSMC
2.2 Market/Business Summary
2.3 Organization
2.4 Board Members
2.5 Management Team
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3. Corporate Governance
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3.1 Overview
3.2 Board of Directors
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3.3 Major Decisions of Shareholders’ Meeting and Board Meetings 47
3.4 Taiwan Corporate Governance Implementation as Required by
the Taiwan Financial Supervisory Commission
3.5 Code of Ethics and Business Conduct
3.6 Regulatory Compliance
3.7 Internal Control System Execution Status
3.8 Status of Personnel Responsible for the Company’s Financial
and Business Operation
3.9 Information Regarding TSMC’s Independent Auditor
3.10 Material Information Management Procedure
4. Capital and Shares
4.1 Capital and Shares
4.2 Issuance of Corporate Bonds
4.3 Preferred Shares
4.4 Issuance of American Depositary Shares
4.5 Status of Employee Stock Option Plan
4.6 Status of Employee Restricted Stock
4.7 Status of New Share Issuance in Connection with Mergers
and Acquisitions
4.8 Funding Plans and Implementation
5. Operational Highlights
5.1 Business Activities
5.2 Technology Leadership
5.3 Manufacturing Excellence
5.4 Customer Trust
5.5 Information Security Management
5.6 Human Capital
5.7 Material Contracts
6. Financial Highlights and Analysis
6.1 Financial Highlights
6.2 Financial Status and Operating Results
6.3 Risk Management
7. Environmental, Social and Governance (ESG)
7.1 Overview
7.2 Environmental, Safety and Health (ESH) Management
7.3 TSMC Education and Culture Foundation
7.4 TSMC Charity Foundation
7.5 TSMC i-Charity Platform
7.6 Sustainable Development Implementation Status as Required
by the Taiwan Financial Supervisory Commission
8. Subsidiary Information and Other Special Notes
8.1 Subsidiaries
8.2 Status of TSMC Common Shares and ADRs Acquired,
Disposed of, and Held by Subsidiaries
8.3 Special Notes
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1. Letter to Shareholders
Dear Shareholders,
2021 was a year full of challenges and opportunities for TSMC, as the COVID-19 pandemic persisted against a backdrop of
strong semiconductor industry growth. Although the wide availability of vaccines has provided much-needed protection,
outbreaks from new variants of the virus continued to lead to heavy health institution overloads, sporadic lockdowns and
global supply chain disruptions in 2021. TSMC took stringent precautions to protect the health and safety of our employees,
while safeguarding our fab operations to ensure we continue to support our customers amidst the pandemic. At the
same time, global demand for semiconductors exceeded supply, driven by concerns of supply chain disruptions during the
pandemic, and the accelerated digital transformation brought in by COVID-remote lifestyle. Thus, semiconductor shortages
became an issue for many areas of the global supply chain in 2021.
To fulfill TSMC’s mission of being the global logic IC industry’s trusted technology and capacity provider, we focused
diligently on improving our productivity and increasing our fab operations quality, to generate more wafer output from our
existing capacity to support the fast-growing demand from our customers. We also continued to enhance our service, enrich
our R&D infrastructure, expand our capacity, and invest to support our customers’ growth. Our capital spending increased
to US$30 billion in 2021. Through our relentless efforts, we delivered a twelfth-consecutive year of record revenue, thanks to
strong demand for our industry-leading advanced and specialty technologies, and our 2021 annual revenue increased 24.9%
year-over-year in US dollar terms.
We believe TSMC is entering a period of higher structural growth, as the multi-year megatrends of 5G and High Performance
Computing (HPC)-related applications are expected to fuel massive demand for computation power, which expand the use
of leading edge technologies. The structural increase in the long-term market demand profile will drive growth across our
smartphone, HPC, IoT and Automotive platforms, and TSMC is working closely with our customers to plan our capacity, and
accelerating our investments in both leading edge and specialty technologies to support their demand.
We are also expanding our global manufacturing footprint in the U.S., Japan and China to better serve our customers, reach
for global talents, and sustain and enhance our competitive advantages. We are also aggressively accelerating our digital
transformation in our company operations to support our fast expansion.
At the same time, we are committed to achieving a sustainable and proper return that enables us to invest to support our
customers’ growth. Our pricing strategy will remain strategic, not opportunistic, to reflect our value creation. We will also
work diligently in our fab operations, and with our suppliers, to deliver on cost improvements. By taking such actions, we can
continue to invest to support our customers’ growth, and deliver long-term profitable growth for our shareholders.
To address the insatiable demand for energy-efficient computing power, customers rely on TSMC not only for reliable
capacity, but also a predictable pace of technology development.
In its second year of volume ramp, our N5 technology has proven to be the industry’s most competitive leading edge
technology. N5 demand continued to be very strong, driven by smartphone and HPC applications, and represented 19% of
our total wafer revenue in 2021.
Our 3-nanometer technology development is on track with good progress, and we have developed complete platform
support for HPC and smartphone applications in preparation for volume production in the second half of 2022.
Our 2nm development program is on track, including a new transistor structure, and we expect our N2 to deliver the best
technology maturity, performance and cost for our customers when it is introduced.
In addition, to improve system level performance, TSMC continued to offer new 3DFabricTM design solutions, including
TSMC-SoICTM (System on Integrated Chip) for 3D chip stacking, and InFO (Integrated Fan Out) and CoWoS® (Chip on Wafer
on Substrate) for 2.5D advanced packaging, to drive greater system performance, greater energy efficiency, greater compute
density, smaller form factor and more cost effectiveness for our customers.
Highlights of TSMC’s accomplishments in 2021:
● Total wafer shipments were 14.2 million 12-inch equivalent wafers as compared to 12.4 million 12-inch equivalent wafers
in 2020.
● Advanced technologies (7-nanometer and beyond) accounted for 50 percent of total wafer revenue, up from 41 percent in
2020.
● We deployed 291 distinct process technologies, and manufactured 12,302 products for 535 customers.
● TSMC produced 26 percent of the world semiconductor excluding memory output value in 2021, as compared to 24
percent in the previous year.
2021 Financial Performance
Consolidated revenue reached NT$1,587.42 billion, an increase of 18.5 percent over NT$1,339.26 billion in 2020. Net
income was NT$596.54 billion and diluted earnings per share were NT$23.01. Both increased 15.2 percent from the 2020
level of NT$517.89 billion net income and NT$19.97 diluted EPS.
TSMC generated net income of US$21.35 billion on consolidated revenue of US$56.82 billion, which increased 21.3 percent
and 24.9 percent respectively from the 2020 level of US$17.60 billion net income and US$45.51 billion consolidated
revenue.
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Gross profit margin was 51.6 percent as compared with 53.1 percent in 2020, while operating profit margin was 40.9
percent compared with 42.3 percent a year earlier. Net profit margin was 37.6 percent, a decrease of 1.1 percentage points
from 2020’s 38.7 percent.
In 2021, the Company further raised its total cash dividend payments to NT$10.25 per share, up from NT$10.0 a year ago.
Technological Developments
In order to provide our customers with industry-leading technologies, we are committed to investments in R&D. In 2021,
we increased our investment in R&D to US$4.46 billion to extend our technology leadership, and enable the global pool of
innovators to unleash their innovations and create value for the semiconductor industry.
Our N3 technology will use FinFET transistor structure, to deliver the best technology maturity, performance and density for
our customers. Its volume production is scheduled for second half of 2022. We also introduced N3E as an extension to our
N3 family, with enhanced performance, power and yield. N3E volume production is scheduled for one year after N3. With
our technology leadership and strong customer demand, we are confident that our N3 family will be another large and
long-lasting node for TSMC.
To further enhance our N5 family’s performance, power and density, we also introduce N4P and N4X technologies, targeting
next wave 5nm products. N4P offers 11% performance boost as compared to N5, while N4X is an offering tailored for
workload-intensive HPC applications. N4X is the first in the ‘X’ lineage of TSMC’s extreme performance semiconductor
technologies, with a performance boost of 15% over N5. Our first N4P product tape-out is scheduled for the second half of
2022, and N4X is expected to enter risk production in the first half of 2023.
2nm technology has entered the technology development phase in 2021, focusing on test vehicle design and
implementation, mask making, and Si pilot runs.
TSMC’s 3DFabricTM design solutions will complement our transistor scaling to improve system-level performance. For
TSMC-SoICTM, TSMC successfully demonstrated Chip on Wafer (CoW) technology with good electrical performance on
a customer product in 2021. The CoWoS®-S, featuring a new embedded deep trench capacitor and an interposer up to
3-reticle size, was qualified in 2021. It enables more logic and high bandwidth memory (HBM) integration for customers’
high performance computing applications. For InFO, TSMC successfully qualified our 7th generation InFO-PoP Gen-7 for
mobile applications with enhanced thermal performance. We also initiated high-volume manufacturing of our 3rd generation
of InFO-oS Gen-3 to enable larger package size and higher bandwidth.
TSMC’s ecosystem, the Open Innovation Platform® (OIP), empowers our 535 distinct customers to design in a safe and
secure cloud environment, to unleash their innovations with fast time-to-market. We also worked with our ecosystem
partners to expand our libraries and silicon IP portfolio to over 40,000 items in 2021. More than 38,000 technology files and
over 2,600 process design kits, from 0.5-micron to 3-nanometer, were made available to our customers.
Environmental, Social and Governance
As a global semiconductor industry leader, we are deeply aware that the impact of our actions ripples out to affect
customers, suppliers, the communities where we live and operate, consumers around the world, and the global climate
and environment. With this responsibility in mind, we are focused on driving changes in Green Manufacturing, Responsible
Supply Chain, Inclusive Workplace, Talent Development and Caring for the Underprivileged. In 2021, we also approved the
issuance of restricted stock awards, to better align our executives’ compensation with shareholder interests and our ESG
achievements.
In 2021, TSMC committed to the goal of Net Zero Emissions by 2050, while setting the short-term goal of Zero Growth in
Emissions by 2025. By actively implementing emission reduction measures, the Company works to make its carbon emissions
reduced to the 2020 level by 2030. We also published our Task Force on Climate-related Financial Disclosures (TCFD) Report,
becoming an industry leader in climate disclosure.
To expand our influence in our massive global supply chain, we established the TSMC Supplier Sustainability Academy
through our Supply Online 360 platform. The platform provides free learning resources to suppliers, and avails those
resources to the general public. By designating required courses and tracking training status, the Company was able to
ensure that tier-1 suppliers continued to improve their sustainability management capabilities, and help our suppliers adhere
to their labor rights.
We are committed to diversity and inclusion, including gender diversity. Increasing female representation in our Company is
an important focus, and we have introduced programs targeting female hiring, retention, and promotions to maximize our
female employee’s potential and valuable contributions to TSMC and society.
TSMC continues to invest in STEM education and semiconductor related research, as the collaboration between industry
and academia is critical to nurture and create a sustainable talent pipeline for the semiconductor industry. TSMC is working
closely with top universities in Taiwan and overseas, to set up semiconductor programs to help students seamlessly bridge
the knowledge they learn at schools and the real practice of the industry. We also believe TSMC’s global footprint expansion
will not only enable us to better support our customers, but also give us more opportunities to reach for global talents.
Facing the global threats of the COVID-19 pandemic, TSMC has been devoting its knowledge and global logistics resources
to support the worldwide anti-pandemic effort. In 2021, amidst the initial COVID outbreak in Taiwan, TSMC successfully
purchased five million doses of BioNTech 162b2 vaccine and donated them to the Taiwan Centers for Disease Control (CDC)
of the Ministry of Health and Welfare. The TSMC Charity Foundation also donated contactless testing stations to hospitals to
protect healthcare workers. Extending its reach beyond Taiwan, the Charity Foundation donated 1,000 oxygen generators to
India, offering relief as a severe wave of infections taxed the country’s medical infrastructure.
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Corporate Developments
Capacity Plan
Wafer Sales Plan
In December 2021, TSMC established a subsidiary, Japan Advanced Semiconductor Manufacturing, Inc. (JASM), in
Kumamoto, Japan, with Sony Semiconductor Solutions Corporation and DENSO Corporation participating as minority
shareholders. JASM will construct and operate a fab that utilizes 12/16- and 22/28-nanometer technology to address strong
global market demand for specialty technologies. Production is targeted to begin by the end of 2024.
Honors and Awards
TSMC received recognition for achievements in innovation, corporate governance, sustainability, investor relations and
overall excellence in management from organizations including Forbes, Fortune Magazine, Asiamoney, FinanceAsia,
CommonWealth Magazine, and the Taiwan Stock Exchange. TSMC was also recognized by TIME Magazine as “2021
TIME100 Most Influential Companies.” In sustainability, we were chosen once again as a component of the Dow Jones
Sustainability Indices, becoming the only semiconductor company to be selected for 21 consecutive years. We also received
MSCI ESG Research’s AAA Rating, S&P Global’s “The Sustainability Yearbook Award 2021” Silver Class, ISS ESG’s “Prime”
status in the ESG Corporate Rating, and Corporate Knight’s 2021 “Global 100 Most Sustainable Corporations”. Meanwhile,
we remained a major component in various MSCI ESG and FTSE4Good indices. In investor relations, TSMC continued to
receive multiple awards from Institutional Investor Magazine.
Outlook
Although COVID-19 and cyclical-related uncertainties may persist in the near-term, the trend of technology becoming
more pervasive and essential in people’s lives, and the acceleration of digital transformation, is only becoming stronger.
The semiconductor industry value in the supply chain is increasing. Semiconductor technology is becoming a foundational
technology for the modern economy.
In the 5G era, an intelligent and more connected world will drive device unit volume growth, and more importantly,
substantial semiconductor content enrichment is happening in HPC, smartphone, automotive and IoT applications. Our
semiconductor manufacturing excellence will serve as an open platform for innovation, enabling more and more new
applications and usage models, to create higher value for end-users at a faster rate than is possible today.
With TSMC’s leadership in advanced and specialty technologies and 3DFabricTM solutions, our position as the world’s largest,
reliable and effective capacity provider, and our deep collaborative relationship with customers, we are well-positioned to
capture the growth from these favorable industry megatrends.
With our dedication to sound corporate governance, we will continue to make decisions that are in the best interests of the
Company, and deliver long-term profitable growth for our shareholders. We will continue to focus on capturing our value,
so that even as we shoulder a greater burden of capex investment for the industry, we can continue to invest to support our
customers’ growth, and earn a sustainable and proper return.
6%
7%
6%
2020
2021
2022
12-13
13-14
14-15
2020
2021
2022
59%
50%
41%
50%
40-50%
50-60%
Annual Growth Rate
Capacity: million 12-inch equivalent wafers
> 7nm
≤ 7nm
2022 wafer shipment is expected to be 15-16 million
12-inch equivalent wafers.
We recognize the important role of TSMC in the
global semiconductor industry, and our impact
to many of the world’s economies. Our position
as an industry leader has raised us to a new level
of challenges, and with them, a new level of
rewards, and we do not take such a responsibility
lightly. We will hold steadfast to our dedicated
foundry business model, and collaborate with
all the IC innovators to unleash innovation. We
will not deviate from our core values of Integrity,
Commitment, Innovation and Customer Trust,
which have faithfully guided us through the past
35 years.
As TSMC enters a new era of higher growth, we
are excited about the opportunities ahead of us.
We are honored that our shareholders have chosen
to join us on this journey, and look forward to a
long and prosperous future together.
Mark Liu
Chairman
C.C. Wei
Chief Executive Officer
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2. Company Profile
2.1 An Introduction to TSMC
Established in 1987 and headquartered in Hsinchu Science
Park, Taiwan, TSMC pioneered the pure-play foundry business
model with an exclusive focus on manufacturing 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 its customers.
Based on this founding principle, the key to TSMC’s success
has always been to focus on its customers’ success. TSMC’s
foundry business model has enabled the rise of the global
fabless industry, and, since its inception, TSMC has been the
world’s leading semiconductor foundry. In 2021, the Company
manufactured 12,302 different products using 291 distinct
technologies for 535 different customers.
TSMC-made semiconductors serve a global customer base
that is large and diverse with a wide range of applications.
These products are used in a variety of end markets including
smartphones, high performance computing, 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 higher levels
of capacity utilization and profitability, and generate healthy
returns for future investment.
The annual capacity of the manufacturing facilities managed
by TSMC and its subsidiaries exceeded 13 million 12-inch
equivalent wafers in 2021. 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 one 12-inch wafer fab at
a wholly owned subsidiary, TSMC Nanjing Company Limited,
and two 8-inch wafer fabs at wholly owned subsidiaries,
WaferTech in the United States and TSMC China Company
Limited.
In December 2021, TSMC established a subsidiary, Japan
Advanced Semiconductor Manufacturing, Inc. (JASM), in
Kumamoto, Japan, with Sony Semiconductor Solutions
Corporation and DENSO Corporation participating as minority
shareholders. JASM will construct and operate a fab that
utilizes 12/16- and 22/28-nanometer technology to address
strong global market demand for specialty technologies.
Production is targeted to begin by the end of 2024.
Meanwhile, the Company continued to execute its plan for an
advanced semiconductor fab in Arizona, the United States,
with production targeted for 2024.
TSMC provides customer support, account management
and engineering services through offices in North America,
Europe, Japan, China, and South Korea. At the end of 2021,
the Company and its subsidiaries employed more than 65,000
people worldwide.
The Company is listed on the Taiwan Stock Exchange (TWSE)
under ticker number 2330, and its American Depositary Shares
(ADSs) are traded on the New York Stock Exchange (NYSE)
under the symbol TSM.
2.2 Market/Business Summary
2.2.1 TSMC Achievements
In 2021, TSMC maintained its leading position in the foundry
segment of the global semiconductor industry by accounting
for 26% of the worldwide semiconductor market excluding
memory, an increase from 24% in 2020. TSMC’s growth was
mainly driven by the continued expansion of 5G and high
performance computing (HPC)-related applications.
The Company’s strong market position stems in great part
from its leadership in advanced process technologies. In
2021, 50% of TSMC’s wafer revenue came from advanced
manufacturing processes – defined as geometries of 7nm and
smaller – up from 41% in 2020.
TSMC offers comprehensive technology portfolio and continues
to invest in advanced technologies, specialty technologies,
and advanced packaging and silicon stacking technologies, to
provide customers more added value.
In addition to its leadership in advanced process and specialty
technologies, TSMC offers 3DFabricTM, a comprehensive family
of 3D silicon stacking and advanced packaging technologies
to complement its process technology offerings. 3DFabricTM
provides customers greater chip design flexibility to unleash
innovation and is another differentiating competitive
advantage for the Company.
2.2.2 Market Overview
TSMC estimates that the worldwide semiconductor market
excluding memory reached US$447 billion in revenue in
2021, representing a 25% increase from 2020. In the foundry
segment of the semiconductor industry, total revenue rose to
US$102 billion in 2021, a robust growth over 2020.
2.2.3 Industry Outlook, Opportunities and Threats
Foundry Industry Demand and Supply Outlook
In 2021, TSMC’s solid growth in the foundry segment was
fueled by strong, broad based market demand. Industry
megatrends, such as 5G, artificial intelligence (AI) proliferation,
and the accelerating digital transformation, drove increased
demand across all major markets: smartphones, high
performance computing (HPC), Internet of Things (IoT), and
automotive. During this time, to cope with high demand
amid supply uncertainties, the electronics supply chain took
on higher inventory levels, which also contributed to foundry
segment and TSMC growth.
For 2022, the industry megatrends are likely to continue and
hence TSMC sees healthy increases in overall demand for
electronic devices in general, resulting in projected growth
in the low-teens for the worldwide semiconductor market
excluding memory. For the longer term, fueled by increasing
semiconductor content in most electronic devices, continued
market share gains by fabless companies, increases in
integrated device manufacturer (IDM) outsourcing, and the
expanding use of in-house application-specific integrated
circuits (ASIC) by systems companies, TSMC expects foundry
segment revenue to outpace the high single-digit compound
annual growth rate projected for the worldwide semiconductor
market excluding memory from 2021 through 2026.
As an upstream supplier in the semiconductor supply chain,
the foundry segment is tightly correlated with the market
health of the major platforms including smartphones, HPCs,
the IoT, automotive, and digital consumer electronics (DCE).
battery life, biosensors and more AI features will all continue to
propel smartphone sales going forward.
High performance and power efficient integrated circuit
(IC) technology is an essential requirement among handset
manufacturers, while highly integrated chips and advanced 3D
packaging design are the preferred solutions to optimize cost,
power and form factor (IC footprint and thickness). Spurred
by the need for higher performance to run AI applications,
various complex software computations and higher resolution
video, the migration to advanced process technologies will
certainly continue. TSMC is an acknowledged leader in process
technology for manufacturing highly integrated chips and
advanced 3D packaging designs and as such is very well
positioned to serve the smartphone market.
● High Performance Computing (HPC)
The HPC platform includes PCs, tablets, game consoles,
servers, base stations and more. Major HPC unit shipments
grew 10% in 2021, driven by the COVID-19 pandemic “stay
at home economy”, server and data center upgrade cycle to
accommodate rapidly growing data traffic and to fulfill the
expanding needs of AI applications, and continued 5G base
station deployment.
Following its strong performance in 2021, HPC unit shipment
growth is projected to be low-single-digit in 2022. However,
the accelerated-digitalization stimulated by COVID-19
pandemic had induced a structural increase in HPC-related
semiconductor demand. As industry embarks upon the 5G
era, an increasingly intelligent and more connected world will
fuel massive requirements for computation power as well as
a great need for energy-efficient computing. All these require
higher performance and more power-efficient CPUs, GPUs,
NPUs, AI accelerators, and related-ASICs, which will drive the
overall HPC platform towards richer silicon content, more
advanced process technologies, and advanced 3D packaging.
These trends are all favorable to TSMC, given our technology
leadership in these areas.
● Smartphones
Despite the severe impact of the COVID-19 pandemic,
smartphone unit shipments grew 6% in 2021, reflecting
accelerated 5G commercialization, as new 5G smartphones
shortened the overall replacement cycle. As this trend
continues, TSMC projects low-single-digit growth for the
smartphone market in 2022. Over the longer term, the
migration to 5G, together with improved performance, longer
● Internet of Things (IoT)
The IoT platform includes various types of connected devices,
such as smart wearables, smart speakers, smart health devices,
home automation devices, surveillance systems, smart city, and
smart manufacturing. Boosted by the digital transformation,
IoT unit shipments grew 30% in 2021, with home automation
devices, smart watches and smart health devices as the major
growth drivers.
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These same drivers are expected to continue their momentum
in 2022, leading to a larger than 20% growth in IoT unit
shipments. In addition, the COVID-19 pandemic continues
to change consumers’ life and work styles, spurring more
applications for smart home and health management, while
the enterprises also accelerate digital transformation, driving
the demand for enterprise IoT devices. By adding more AI
functions, IoT devices are becoming more intelligent IoT
devices and further drive demand for more powerful yet lower
power-consuming controllers, connectivity ICs and sensors. In
addition to offering the industry's most leading technology,
TSMC also offers customers ultra-low power process
technologies to meet industry trends and help them succeed in
the marketplace.
● Automotive
Worldwide car unit sales grew 3% in 2021, driven by strong
end-demand recovery but constrained by unexpected chip
shortages and supply-chain disruptions caused by several
natural disasters including a snowstorm in Texas, fire accident
in Japan, as well as the COVID-19 resurgence in Southeast
Asia. In 2022, global car unit sales are expected to post growth
between high-single-digit to low-teens driven by the pent-up
demand, improved semiconductor supply, and better supply
chain management.
The entire automotive industry is moving in the direction
towards “greener, safer, and smarter,” which will accelerate
the adoption of electric vehicles (EVs), advanced driver
assistance systems (ADAS), and smart cockpit/infotainment
systems. All these will lead to increased demand for AP/
MCU/ASIC processors, in-car networking, sensors, and
Power Management ICs, thus continuously increasing the
silicon content per car. TSMC offers a wide variety of process
technologies to enable customers to deliver competitive
products in the automotive market.
● Digital Consumer Electronics (DCE)
TV demand, although stimulated by the COVID-19 pandemic
“stay at home economy,” was curtailed by the increased cost
of TV panels, resulting in a 3% decline in unit shipments in
2021.
While set-top box (STB) demand, bolstered by 4K and HDR
upgrades, grew in 2021, other consumer products such as
digital cameras and cordless phones continued to decline due
to stagnant demand and cannibalization by smartphones.
Overall, the DCE market is expected to decline low-single-digit
in 2022, while certain higher-end segments such as mini-LED,
OLED, high frame rate (HFR) 4K and smart TVs continue to
show positive growth.
AI-enabled functions like picture quality enhancement,
super resolution upscaling to 4K/8K, and voice control are
increasingly incorporated in TVs. TSMC advanced technologies
will continue to support customers in creating and
differentiating their innovative products in this market.
Supply Chain
The electronics industry features 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, flexible supply deliveries to
handle fluctuating demand dynamics. Foundry vendors play
an important role in maintaining the health and effectiveness
of the supply chain. As a leader in the foundry segment, TSMC
provides advanced technologies and large-scale capacity
to complement and support the innovations created in the
downstream chain.
2.2.4 TSMC Position, Differentiation and Strategy
Position
TSMC is a worldwide semiconductor foundry leader in
advanced, specialty and advanced packaging technologies.
In 2021, TSMC accounted for 26% of the worldwide
semiconductor market excluding memory, an increase from
24% in 2020. Net revenue by geography, calculated mainly
on the country in which customers are headquartered, was:
65% from North America; 14% from the Asia Pacific region,
excluding China and Japan; 10% from China; 6% from Europe,
the Middle East and Africa; and 5% from Japan. Net revenue
by platform was: 44% from smartphones; 37% from the high
performance computing (HPC); 8% from the Internet of Things
(IoT); and 4% from automotive. In addition, 4% came from
digital consumer electronics, while others accounted for the
remaining 3%.
Differentiation
TSMC’s leadership position is based on three defining
competitive strengths and a business strategy rooted in the
Company’s heritage. The Company distinguishes itself from the
competition through its technology leadership, manufacturing
excellence and customer trust.
As a technology leader, TSMC is consistently first among
dedicated foundries to provide next generation, leading-edge
technologies. The Company also maintains a leadership
position in more mature technologies by applying the lessons
learned in leading-edge technology development 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 customer achieve faster time-to-production.
Well known for industry-leading manufacturing capabilities,
TSMC extends its leadership through its Open Innovation
Platform® (OIP) and Grand Alliance initiatives. The OIP initiative
quickens the pace of innovation in the semiconductor design
community and among its ecosystem partners, as well as in
the Company’s own IP, design implementation and design
for manufacturing capabilities, process technology and
backend services. A key element is a set of ecosystem interfaces
and collaborative components initiated and supported by
the Company that more efficiently empower innovation
throughout the supply chain and 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, IP partners, and key equipment
and material suppliers at a new, higher level of collaboration.
Its objective is to help customers, alliance members and TSMC
win business and improve competitiveness.
The foundation for customer trust is a commitment TSMC made
when it opened for business in 1987 to never compete with
its customers. In keeping this commitment, TSMC has never
designed, manufactured or marketed any integrated circuits
under its own name, but instead has focused all of its efforts and
resources on becoming the trusted foundry for its customers.
Strategy
TSMC is confident that its differentiating strengths will enable it
to prosper from the foundry segment’s many attractive growth
opportunities. For the five major markets, namely smartphones,
high performance computing, the Internet of Things,
automotive, and digital consumer electronics, and in response
to the fact that the focus of customer demand is shifting from
process-technology-centric to product-application-centric,
the Company has constructed five corresponding technology
platforms to provide customers with comprehensive and
competitive logic process technologies, specialty technologies,
IPs and packaging and testing technologies to shorten
customers’ time to design and time to market. These five
platforms are:
Smartphone Platform: TSMC offers customers leading process
technologies such as 4nm FinFET (N4) and 5nm FinFET (N5)
logic process technologies, as well as comprehensive IPs
for premium product applications to further enhance chip
performance, reduce power consumption, and decrease chip
size. For mainstream product applications, the Company
offers a broad range of logic process technologies, including
6nm FinFET (N6), 7nm FinFET Plus (N7+), 7nm FinFET (N7),
12nm FinFET compact plus (12FFC+), 12nm FinFET compact
(12FFC), 16nm FinFET compact plus (16FFC+), 16nm FinFET
compact (16FFC), 28nm high performance compact (28HPC),
28nm high performance mobile compact plus (28HPC+), and
22nm ultra-low power (22ULP) logic process technologies,
in addition to comprehensive IPs, to satisfy customer needs
for high performance and low power chips. Furthermore, for
premium and mainstream product applications, the Company
offers highly competitive, leading-edge specialty technologies
to deliver specialty companion chips for customers’ logic
application processors, including RF, embedded flash memory,
emerging memory technologies, power management, sensors,
and display chips, as well as advanced 3DFabricTM packaging
technologies such as industry-leading Integrated Fan-Out
(InFO) technology.
High Performance Computing (HPC) Platform: Driven by
data explosion and application innovation, HPC has become
one of the key growth drivers for TSMC’s business. TSMC
provides customers, both fabless IC design companies and
system companies, with leading-edge process technologies
such as N4, N5, N6, N7, and 12nm/16nm FinFET, as well
as comprehensive IPs including high-speed interconnect IPs
to meet customers’ product requirements for transferring
and processing vast amounts of data anywhere, anytime.
In particular, TSMC introduced its first high performance
computing (HPC)-focused technology, N4X, representing
the ultimate performance and maximum clock frequencies
in TSMC’s 5-nanometer family. Based on advanced process
nodes, a variety of HPC products have been launched, such
as central processing units (CPUs), graphics processor units
(GPUs), field programmable gate arrays (FPGAs), server
processors, accelerators, high-speed networking chips, etc.
These products can be used in current and future 5G, AI,
cloud, and data centers. TSMC also offers multiple advanced
3DFabricTM packaging technologies, such as CoWoS®,
InFO, and TSMC-SoICTM, to enable homogeneous and
heterogeneous chip integration to meet customer requirements
for high performance, high compute density and efficiency,
low latency and high integration. TSMC will continue to
optimize its high performance computing platform and
strengthen collaboration with customers to help them capture
market growth in HPC markets.
014
015
Internet of Things Platform: TSMC provides leading,
comprehensive and highly integrated ultra-low power (ULP)
technology platforms to enable innovations for artificial
intelligence of things (AIoT) applications. The Company’s
offerings include the new FinFET-based 12-nanometer
technology – N12eTM featuring energy efficiency with high
performance that results in more computing power and AI
inferencing, 22nm ultra-low leakage (ULL), 28nm ULP, 40nm
ULP, and 55nm ULP, which have been widely adopted by
various edge AI system-on-a-chip (SoC), and battery-powered
applications. TSMC has also extended its low Vdd (low
operating voltage) offerings with wide-range of operating
voltage SPICE (simulation program with integrated circuit
emphasis) models for extreme low-power applications.
TSMC also offers competitive and comprehensive specialty
technologies in RF, enhanced analog devices, embedded flash
memory, emerging memory, sensors and display chips, as well
as multiple 3DFabricTM advanced packaging technologies,
including InFO technology to support the fast-growing
demand in AIoT edge computing and wireless connectivity.
Automotive Platform: TSMC’s Automotive Platform provides
a comprehensive spectrum of technologies and services to
support the three megatrends – safer, smarter and greener –
in the automotive industry. The Company is also an industry
leader in providing a robust automotive IP ecosystem, which
covers 16nm FinFET and 7nm FinFET technologies and extends
to 5nm FinFET technology, for advanced driver-assistance
systems (ADAS), advanced in-vehicle infotainment (IVI), as
well as zonal controllers for new electrical/electronic (E/E)
architecture for the automotive industry. In addition to
its advanced logic platform, TSMC offers a broad array of
competitive specialty technologies, including 28nm embedded
flash memory, 28nm, 22nm, and 16nm mmWave RF, high
sensitivity CMOS Image/LiDAR (light detection and ranging)
sensors, and power management ICs. Magnetic random access
memory (MRAM), an emerging technology, has demonstrated
automotive Grade-1 capability on 22nm and is under
development with good progress on 16nm to meet automotive
Grade-1 requirements. All these automotive technologies are
applied to TSMC’s automotive process qualification standards
based on AEC-Q100 standards or meeting customers’
technology specifications.
Digital Consumer Electronics (DCE) Platform: TSMC provides
customers with leading, comprehensive technologies to deliver
AI-enabled smart devices for DCE applications, including smart
digital TVs (DTV), set-top boxes (STBs), AI-embedded smart
cameras and associated wireless local area networks (WLAN),
power management ICs (PMIC), timing controllers (T-CON) and
so on. The Company’s leading 7nm FinFET compact (7FFC),
16FFC/12FFC, 22ULP/22ULL and 28HPC+ technologies have
been widely adopted by leading global makers of 8K/4K DTV,
4K streaming STB/over-the-top (OTT), digital single-lens reflex
(DSLR) devices, and so on. TSMC will continue to make these
technologies more cost competitive through die size shrink for
customers’ digital intensive chip designs and to drive lower
power consumption for more cost-effective packaging.
TSMC continually strengthens its core competitiveness and
deploys both short-term and long-term plans for technology
and business development and assists customers in taking on
the challenges of short product cycles and intense competition
in the electronic products market to meet ROI and growth
objectives.
● Short-Term Semiconductor Business Development Plan
1. Substantially ramp up the business and sustain advanced
technology market share by continually increasing capacity
and R&D investments.
2. Maintain mainstream technology market share by expanding
business to new customers and market segments.
3. Continue to enhance the competitive advantages of the
Company’s technology platforms in smartphones, HPC,
IoT, automotive, and digital consumer electronics to
expand TSMC’s dedicated foundry services in these product
applications.
4. Further expand TSMC’s business and service infrastructure
into emerging and developing markets.
● Long-Term Semiconductor Business Development Plan
1. Continue developing leading-edge technologies at a pace
consistent with the Moore’s Law.
2. Broaden specialty business contributions by further
developing derivative technologies.
3. Provide more integrated services, covering system-level
integration design, design technology definition, design
tool preparation, wafer processing, 3DFabricTM advanced
packaging and silicon stacking technologies, and testing
services, and so on, all of which deliver more value to
customers through optimized solutions.
2.3 Organization
2.3.1 Organization Chart
Audit Committee
Compensation
Committee
Shareholders’ Meeting
Board of Directors
Chairman
Vice Chairman
As of 02/28/2022
CEO Office
Corporate
Governance Officer
Internal Audit
Operations
Research and Development
Pathfinding for System Integration
Europe and Asia Sales
North America
Business Development
Corporate Planning Organization
Corporate Strategy Office
Quality and Reliability
Information Technology/
Materials Management and Risk Management
Finance
Legal
Human Resources
016
017
Materials Management and Risk Management
● Procurement, warehousing, import and export, and logistics support; also environmental protection, industrial safety, occupational
health and risk management
Internal Audit
● Inspection and review of the Company’s internal control system, its adequacy in design and effectiveness in operation, with
independent risk assessment to ensure compliance with the Company’s policies and procedures as well as with external regulations
Finance and Spokesperson
● Corporate finance, accounting and corporate communications; with the head of the organization also serving as the Company
Spokesperson
Legal
● Corporate legal affairs including regulatory compliance, commercial transactions, patents and management of other intellectual
properties, and litigation
Human Resources
● Personnel management, organizational development, physical security management, employee services and wellness management
2.3.2 Major Corporate Functions
Operations
● Includes managing all fabs in Taiwan and overseas; manufacturing technology development; product engineering, advanced
packaging technology development, production and service integration
Research and Development
● Advanced technology development, exploratory research, and design and technology platform development, specialty technology
development
Pathfinding for System Integration
● System Integration Technology Pathfinding
Europe and Asia Sales
● Customer business, technical marketing, and regional market development in Europe and Asia (China, Japan, South Korea and
Taiwan); immediate and comprehensive technical support, as well as customer service including customers in North America.
North America
● Sales and market development, field technical solutions and business operations for customers in North America
Business Development
● Identification of market trends and new applications that shape the technology roadmap and portfolios for the Company; also
provides key support in strengthening customer relationships along with Company branding management
Corporate Planning Organization
● Planning for operational resources, as well as for production and demand; integration of business processes, corporate pricing,
market analysis and forecasting
Corporate Strategy Office
● Corporate strategy formation and implementation
Quality and Reliability
● Assurance of the quality and reliability of the Company’s products by resolving issues at the developmental stage; improving and
managing product quality at the production stage; providing solutions to customers’ quality related issues; and providing services
for advanced materials and failure analysis
Information Technology/Corporate Information Security
● Integration of the Company’s technology and business IT systems; infrastructure development; communication services and
assurance of IT security and service quality; implementing big data and machine learning to improve the Company’s productivity
and accelerate R&D delivery
018
019
2.4 Board Members
2.4.1 Information Regarding Board Members
Title/Name
Chairman
Mark Liu
Vice Chairman
C.C. Wei
Director
F.C. Tseng
Male
66-70
Male
66-70
Male
76-80
Gender
Age
Nationality or
Place of
Registration
Date Elected
Term Expires
Date First
Elected
Shares Held When Elected
Shares Currently Held
Shares
%
Shares
%
U.S.
07/26/2021
07/25/2024
06/08/2017
12,913,114
0.05%
12,913,114
0.05%
Shares Currently Held by
Spouse & Minors
Shares
-
%
-
Selected Education and Professional Qualification
Past Positions
Current Positions at Non-profit Organizations
As of 02/28/2022
Selected Current Positions at TSMC and
Other Companies
Selected Education and Professional Qualification
Bachelor Degree in Electrical Engineering, National Taiwan University
Master Degree and Ph.D. in Electrical Engineering & Computer Science, University of California, Berkeley, U.S.
None
Past Positions
President, Worldwide Semiconductor Manufacturing Corp.
Senior Vice President, Advanced Technology Business, TSMC
Senior Vice President, Operations, TSMC
Executive Vice President and Co-Chief Operating Officer, TSMC
President and Co-CEO, TSMC
Current Positions at Non-profit Organizations
Chairman, Taiwan Semiconductor Industry Association (TSIA)
R.O.C.
07/26/2021
07/25/2024
06/08/2017
7,179,207
0.03%
5,879,207
0.02%
700,261
0.00%
Selected Education and Professional Qualification
Bachelor and Master Degrees in Electrical Engineering, National Chiao Tung University
Ph.D. in Electrical Engineering, Yale University, U.S.
CEO, TSMC
R.O.C.
07/26/2021
07/25/2024
05/13/1997
34,472,675
0.13%
29,472,675
0.11%
5,132,855
0.02%
Past Positions
Senior Vice President, Chartered Semiconductor Manufacturing Ltd., Singapore
Senior Vice President, Mainstream Technology Business, TSMC
Senior Vice President, Business Development, TSMC
Executive Vice President and Co-Chief Operating Officer, TSMC
President and Co-CEO, TSMC
Chairman, Taiwan Semiconductor Industry Association (TSIA)
Selected Education and Professional Qualification
Bachelor Degree in Electrical Engineering, National Cheng Kung University
Master Degree in Electrical Engineering, National Chiao Tung University
Ph.D. in Electrical Engineering, National Cheng Kung University
Honorary Ph.D., National Chiao Tung University
Honorary Ph.D., National Tsing Hua University
Past Positions
President, Vanguard International Semiconductor Corp.
President, TSMC
Deputy CEO, TSMC
Vice Chairman, TSMC
Independent Director, Chairman of Audit Committee & Compensation Committee member, Acer Inc.
Director, National Culture and Arts Foundation, R.O.C.
Director
National Development Fund, Executive Yuan
(Note 1)
Representative:
Ming-Hsin Kung
07/26/2021
07/25/2024
12/10/1986
1,653,709,980
6.38%
1,653,709,980
6.38%
Male
56-60
R.O.C.
07/24/2020
(Note 2)
779
(Note 2)
0.00%
779
0.00%
-
-
-
-
Current Positions at Non-profit Organizations
Chairman, TSMC Education and Culture Foundation
Director, Cloud Gate Culture and Arts Foundation
Director, Zu-Ming Medical Foundation
Selected Education and Professional Qualification
B.A., Statistics, Fu Jen Catholic University
M.A., Economics, National Taiwan University
Ph.D., Economics, National Chung Hsing University
Past Positions
Adjunct Assistant Professor, Tamkang University
Deputy Executive Secretary, Industrial Development Advisory Council, Ministry of Economic Affairs
Research Fellow, Science and Technology Advisory Group, Executive Yuan
Research Fellow, Taiwan Institute of Economic Research
Vice President, Taiwan Institute of Economic Research
Advisory Committee Member, Mainland Affairs Council, Executive Yuan
Consultant, Ministry of Economic Affairs
Member, National Stabilization Fund Management Committee, Executive Yuan
Deputy Minister, National Development Council
Deputy Minister, Ministry of Economic Affairs
Minister without Portfolio, Executive Yuan
Current Positions at Non-profit Organizations
Minister without Portfolio, Executive Yuan & concurrently Minister, National Development Council, R.O.C.
020
Chairman of:
- TSMC China Company Ltd. (a non-public company)
- Global UniChip Corp.
Vice Chairman, Vanguard International Semiconductor
Corp.
Director, Taiwania Capital Management Corp.
(Representative of the National Development Fund)
(Continued)
021
Title/Name
Gender
Age
Nationality or
Place of
Registration
Date Elected
Term Expires
Date First
Elected
Independent Director
Sir Peter L. Bonfield
Male
76-80
UK
07/26/2021
07/25/2024
05/07/2002
Shares Held When Elected
Shares Currently Held
Shares
-
%
-
Shares
-
%
-
Shares Currently Held by
Spouse & Minors
Shares
-
%
-
Independent Director
Kok-Choo Chen
Female
71-75
R.O.C.
07/26/2021
07/25/2024
06/09/2011
-
-
-
-
-
-
Independent Director
Michael R. Splinter
Male
71-75
U.S.
07/26/2021
07/25/2024
06/09/2015
-
-
-
-
-
-
Selected Education and Professional Qualification
Past Positions
Current Positions at Non-profit Organizations
Selected Education and Professional Qualification
Bachelor and Honours Degrees in Engineering, Loughborough University
Fellow of the Royal Academy of Engineering
Knighted, 1996
Awarded Commander of the Order of the British Empire (CBE), 1989
Awarded the Order of the Lion of Finland
Awarded the Gold Medal from the Institute of Management
Awarded the Mountbatten Medal from the National Electronics Council
Awarded the FT ODX Outstanding Director Award, 2019
Past Positions
Chairman and CEO, ICL Plc, UK
CEO and Chairman of the Executive Committee, British Telecommunications Plc
Vice President, the British Quality Foundation
Director, Mentor Graphics Corp., U.S.
Director, Sony Corp., Japan
Director, L.M. Ericsson, Sweden
Chairman, GlobalLogic Inc., U.S.
Senior Advisor, Hampton Group, London
Chair of Council and Senior Pro-Chancellor, Loughborough University, UK
Board Member, EastWest Institute, New York
Selected Education and Professional Qualification
Inns of Court School of Law, England
Barrister-at-law, England
Advocate & Solicitor, Singapore
Attorney-at-law, California, U.S.
Professional Experience
Lawyer, Tan, Rajah & Cheah, Singapore, 1969-1970
Lawyer, Sullivan & Cromwell, New York, U.S., 1971-1974
Lawyer, Heller, Erhman, White & McAuliffe, San Francisco, California, U.S., 1974-1975
Partner, Ding & Ding Law Offices, R.O.C., 1975-1988
Partner, Chen & Associates Law Offices, R.O.C., 1988-1992
Vice President, Echo Publishing, R.O.C., 1992-1995
President, National Culture and Arts Foundation, R.O.C., 1995-1997
Senior Vice President and General Counsel, TSMC, 1997-2001
Founder and Executive Director, Taipei Story House, 2003-2015
Advisor, Executive Yuan, R.O.C., 2009-2016
Director, National Culture and Arts Foundation, R.O.C., 2011-2016
Chairman, National Performing Arts Center, 2014-2017
Academic Experience
Lecturer, Nanyang University, Singapore, 1970-1971
Associate Professor, Soochow University, 1981-1998
Chair Professor, National Tsing Hua University, 1999-2002
Professor, National Chengchi University, 2001-2004
Professor, Soochow University, 2001-2008
Current Positions at Non-profit Organizations
Founder and Executive Director, Museum207 (located in Taipei)
Director, Republic of China Female Cancer Foundation
Selected Education and Professional Qualification
Bachelor and Master Degrees in Electrical Engineering, University of Wisconsin-Madison
Honorary Ph. D in Engineering, University of Wisconsin-Madison
Awarded 2013 Robert N. Noyce Award by Semiconductor Industry Association
Recognized as NACD (National Association of Corporate Directors) Directorship CertifiedTM, 2020
Past Positions
Executive 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 Group
Director, Semiconductor Equipment and Materials International (SEMI)
Director, Meyer Burger Technology Ltd., Switzerland
Director, University of Wisconsin Foundation, U.S.
Current Positions at Non-profit Organizations
Chairman of the Board, US-Taiwan Business Council
Selected Current Positions at TSMC and
Other Companies
Chairman, NXP Semiconductors N.V., the Netherlands
Non-Executive Director, Imagination Technologies
Group Ltd., UK (a non-public company)
Non-Executive Director, Darktrace Plc, UK
Advisory Board Member, The Longreach Group Ltd.,
HK (a non-public company)
Senior Advisor, Alix Partners LLP, London
Board Mentor, Chairman Mentors International (CMi)
Ltd., London (a non-public company)
None
Chairman of the Board, NASDAQ, Inc.
Director of:
- Pica8, Inc., U.S. (a non-public company)
- Gogoro Inc., Cayman Islands (a non-public company)
- Tigo Energy, Inc., U.S. (a non-public company)
- Kioxia Holdings Corp., Japan (a non-public company)
General Partner, WISC Partners LP, U.S.
(Continued)
023
022
Title/Name
Gender
Age
Nationality or
Place of
Registration
Date Elected
Term Expires
Date First
Elected
Independent Director
Moshe N. Gavrielov
Male
66-70
U.S.
07/26/2021
07/25/2024
06/05/2019
Independent Director
Yancey Hai
Male
71-75
R.O.C.
U.S.
07/26/2021
07/25/2024
06/09/2020
Independent Director
L. Rafael Reif
(Note 3)
Male
71-75
U.S.
07/26/2021
07/25/2024
07/26/2021
Shares Held When Elected
Shares Currently Held
Shares
-
-
-
%
-
-
-
Shares
-
-
-
%
-
-
-
Shares Currently Held by
Spouse & Minors
Shares
-
-
-
%
-
Selected Education and Professional Qualification
Past Positions
Current Positions at Non-profit Organizations
Selected Education and Professional Qualification
Bachelor Degree in Electrical Engineering, Technion - Israel Institute of Technology
Master Degree in Computer Science, Technion - Israel Institute of Technology
Past Positions
In a variety of engineering and engineering management positions, National Semiconductor Corp. and Digital
Equipment Corp., U.S.
In a variety of executive management positions, LSI Logic Corp. for nearly 10 years, U.S.
CEO, Verisity, Ltd., U.S.
Executive Vice President and General Manager of the Verification Division, Cadence Design Systems,
Selected Current Positions at TSMC and
Other Companies
Executive Chairman, Wind River Systems, Inc., U.S.
(a non-public company)
Chairman, SiMa Technologies, Inc., U.S.
(a non-public company)
Chairman, Foretellix, Ltd., Israel (a non-public
company)
Chairman, Delta Electronics, Inc. (Delta), 2012-
Chair of ESG Committee, Delta
Director of Delta’s subsidiaries:
- Delta Electronics (Shanghai) Co., Ltd. (a non-public
company)
- Delta Networks, Inc. (a non-public company)
- Delta Electronics Capital Company (a non-public
company)
- Cyntec Co., Ltd. (a non-public company)
Independent Director, Audit Committee member,
Chair and member of Remuneration Committee,
and CSR Committee member, USI Corporation
Director and Commissioner of ESG & Net Zero
Committee, CTCI Corporation
Co-Chair of Growth Technical Advisory Board, Applied
Materials, Inc.
Inc., U.S.
President and CEO, Xilinx, Inc., U.S.
Director, Xilinx, Inc., U.S.
Current Positions at Non-profit Organizations
Director, San Jose Institute of Contemporary Art, U.S.
-
Selected Education and Professional Qualification
M.A., International Business Management, University of Texas at Dallas
Past Positions
Country Manager, GE Capital Taiwan
Vice Chairman and CEO, Delta Electronics, Inc.
Chair, Strategic Steering Committee, Delta, 2012-2021
Current Positions at Non-profit Organizations
Executive Director, Taipei Computer Association
Senior Strategy Consultant, Cloud Computing & IoT Association in Taiwan
Director, Taiwan Business Council for Sustainable Development
Director, Delta Electronic Foundation
Director, Felix Chang Foundation
-
Selected Education and Professional Qualification
Ingeniero Eléctrico Degree, Universidad de Carabobo, Valencia, Venezuela
Master Degree and Ph.D. in Electrical Engineering, Stanford University
Honorary Doctor of Laws degree, The Chinese University of Hong Kong (2015)
Honorary Doctorates from Tsinghua University (2016), the Technion (2017) and Arizona State University
(2018)
Member of Tau Beta Pi, the Engineering Honor Society
Member 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 the
Chinese Academy of Engineering
Fellow of the National Academy of Inventors
Awarded with United States Presidential Young Investigator Award (1984)
Awarded with the Semiconductor Research Corporation’s Aristotle Award (2000)
Awarded with Engineer of the Year from Great Minds in STEM (2018)
Inventor or co-inventor on 13 patents, editor or Co-editor of 5 books, and supervisor to 38 doctoral theses
Past Positions
Assistant Professor, Universidad Simón Bolívar, Caracas, Venezuela
Visiting Assistant Professor of Electrical Engineering, Stanford University
Faculty, Massachusetts Institute of Technology (MIT), since 1980
IBM Faculty Fellowship, MIT Center for Materials Science and Engineering; Analog Devices Career
Development Professorship, MIT Electrical Engineering.
Fariborz Maseeh Professor of Emerging Technology, MIT (2004-2012)
Director of Microsystems Technology Laboratories, MIT
Associate Department Head of Electrical Engineering, MIT
Head of the Department of Electrical Engineering and Computer Science (EECS), MIT
Provost, MIT
Board Director, Schlumberger Limited
Current Positions at Non-profit Organizations
President, MIT, since 2012
Remarks:
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. Chairman and President (or someone with an equivalent job responsibility, i.e. the highest ranking manager of the company) are not (1) the same person, (2) in a marital relationship with each other, or (3) within
one degree of consanguinity.
Note 1: Major Shareholders of the Institutional Shareholder
Institutional Shareholder
National Development Fund, Executive Yuan
Major Shareholders (Top 10 Shareholders) of the Institutional Shareholder
Not Applicable
Note 2: Mr. Ming-Hsin Kung was appointed as the representative of National Development Fund on July 24, 2020.
Note 3: Dr. L. Rafael Reif was elected as TSMC’s independent director at TSMC’s Annual Shareholders’ Meeting on July 26, 2021.
024
025
2.4.2 Remuneration Paid to Directors and Independent Directors (Note 1)
Unit: NT$
Title/Name
Chairman
Mark Liu
Vice Chairman
C.C. Wei
Director
F.C. Tseng
Director
National Development Fund, Executive
Yuan
Representative: Ming-Hsin Kung
Independent Director
Sir Peter L. Bonfield
Independent Director
Stan Shih (Note 2)
Independent Director
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Moshe N. Gavrielov
Independent Director
Yancey Hai
Independent Director
L. Rafael Reif (Note 3)
Total
Director’s Remuneration
Base Compensation (A)
Severance Pay and
Pensions (B)
(Note 4)
Compensation to
Directors (C)
Allowances (D) (Note 5)
(A+B+C+D) as a % of
Net Income
Compensation Earned by a Director Who is an Employee of TSMC or
of TSMC’s Consolidated Entities
Base Compensation,
Bonuses, and Allowances (E)
(Note 5)
Severance Pay and
Pensions (F) (Note 4)
Profit Sharing (G)
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
From TSMC
From All
Consolidated
Entities
From TSMC
From All Consolidated Entities
Cash
Stock (Fair
Market Value)
Cash
Stock (Fair
Market Value)
16,844,157
16,844,157
212,600
212,600
381,903,540
381,903,540
1,416,161
1,416,161
0.0671%
0.0671%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
209,137,587
209,137,587
212,600
212,600
190,951,770
10,560,000
10,560,000
1,294,800
1,294,800
0.0020%
0.0020%
10,560,000
10,560,000
14,754,872
14,754,872
7,487,097
7,487,097
13,200,000
13,200,000
14,754,872
14,754,872
14,754,872
14,754,872
13,200,000
13,200,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.0018%
0.0018%
0.0025%
0.0025%
0.0013%
0.0013%
0.0022%
0.0022%
0.0025%
0.0025%
0.0025%
0.0025%
0.0022%
0.0022%
6,361,376
6,361,376
0.0011%
0.0011%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16,844,157
16,844,157
212,600
212,600
487,536,629
487,536,629
2,710,961
2,710,961
0.0850%
0.0850%
209,137,587
209,137,587
212,600
212,600
190,951,770
-
-
-
-
-
-
-
-
-
-
-
-
190,951,770
-
-
-
-
-
-
-
-
190,951,770
-
-
-
-
-
-
-
-
-
-
-
(A+B+C+D+E+F+G) as a %
of Net Income (Note 6)
From TSMC
From All
Consolidated
Entities
0.0671%
0.0671%
0.0671%
0.0671%
Compensation Paid
to Directors from
Non-consolidated
Affiliates or Parent
Company
-
-
0.0020%
0.0020%
11,000,643
0.0018%
0.0018%
0.0025%
0.0025%
0.0013%
0.0013%
0.0022%
0.0022%
0.0025%
0.0025%
0.0025%
0.0025%
0.0022%
0.0022%
0.0011%
0.0011%
-
-
-
-
-
-
-
0.1521%
0.1521%
11,000,643
* Other than 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 2021 financial statements: Dr. F.C. Tseng for NT$15,119,043.
Note 1: Directors and Independent Directors’ remuneration policies, procedures, standards and structure, as well as the linkage to responsibilities, risks and time spent:
● According to TSMC’s Articles of Incorporation, the Board 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.
● The Articles of Incorporation also provide that the compensation to directors shall be no more than 0.3% of annual profits and directors who also serve as executive officers of TSMC are not entitled to
receive compensation to directors. According to TSMC’s Compensation Committee Charter, the distribution of compensation to directors shall be made in accordance with TSMC’s “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 the other directors, as all independent directors also serve as members of the Audit Committee and the Compensation Committee and thus participate in the discussions as well
as resolutions of related committee meetings in accordance with the charter of each committee; and (3) the compensation for overseas independent directors may be higher than domestic independent
directors, as they require additional time to attend quarterly meetings in Taiwan.
Note 2: Mr. Stan Shih’s tenure expired on July 26, 2021 because he was not re-elected at the 2021 Annual Shareholders’ Meeting.
Note 3: Dr. L. Rafael Reif was elected as TSMC’s independent director at TSMC’s Annual Shareholders’ Meeting on July 26, 2021.
Note 4: Pensions funded according to applicable law.
Note 5: The above-mentioned figures include expenses for Company cars and related reimbursements, but do not include compensation paid to Company drivers (totaled NT$4,142,123).
Note 6: Total remuneration paid to the directors from TSMC and from all consolidated entities in 2020, including their employee compensation, both accounted for 0.1832% of 2020 net income.
026
027
2.5 Management Team
2.5.1 Information Regarding Management Team
Title
Name
Chief Executive Officer
C.C. Wei
Gender
Nationality
On-board Date
(Note 1)
Shares Held
Shares Held by Spouse &
Minors
Shares Held in the Name
of Others
Education and Selected Past Positions
Male
R.O.C.
02/01/1998
5,879,207
0.02%
700,261
0.00%
Shares
%
Shares
%
Shares
Senior Vice President
Europe & Asia Sales and Human Resources
Lora Ho
Female
R.O.C.
06/01/1999
4,570,080
0.02%
2,230,268
0.01%
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Male
R.O.C.
07/01/2004
1,441,127
0.01%
Male
U.S.
11/14/1997
-
-
-
-
-
-
Male
R.O.C.
01/01/1987
6,920,122
0.03%
2,191,107
0.01%
Male
R.O.C.
11/14/1994
1,000,419
0.00%
-
-
Male
R.O.C.
01/01/1987
12,648,251
0.05%
1,019,961
0.00%
Male
R.O.C.
02/11/1987
2,603,947
0.01%
160,844
0.00%
Male
R.O.C.
12/15/1997
384,676
0.00%
60,802
0.00%
Male
U.S.
11/01/2016
70,000
0.00%
-
-
Female
R.O.C.
03/20/1995
700,285
0.00%
67,906
0.00%
384,000
0.00%
Female
R.O.C.
06/01/2014
236,000
0.00%
-
-
Male
R.O.C
06/01/1992
218,535
0.00%
1,135,529
0.00%
Male
R.O.C.
12/28/1994
250,000
0.00%
Male
R.O.C.
02/06/1995
173,781
0.00%
-
-
-
-
-
-
-
-
-
-
-
-
Senior Vice President
Research and Development
Wei-Jen Lo
Senior Vice President
Corporate Strategy Office
CEO & President
TSMC Arizona
Rick Cassidy
Senior Vice President
Operations
Y.P. Chin
Senior Vice President
Research and Development
Y.J. Mii
Senior Vice President
Information Technology and Materials Management
& Risk Management
J.K. Lin
Senior Vice President
Corporate Planning Organization
J.K. Wang
Senior Vice President
Europe & Asia Sales and Research & Development/
Corporate Research
Cliff Hou
Senior Vice President
Business Development
Kevin Zhang
Vice President and General Counsel
Corporate Governance Officer
Legal
Sylvia Fang
Vice President
Human Resources
Connie Ma
Vice President
Operations/Fab Operations I
Y.L. Wang
Vice President and TSMC Distinguished Fellow
Pathfinding for System Integration
Doug Yu
Vice President and TSMC Fellow
Operations/Advanced Technology and Mask
Engineering
T.S. Chang
028
Ph.D., Electrical Engineering, Yale University, U.S.
President and Co-Chief Executive Officer, TSMC
Executive Vice President and Co-Chief Operating Officer, TSMC
Senior Vice President, Business Development, TSMC
Senior Vice President, Mainstream Technology Business, TSMC
Senior Vice President, Chartered Semiconductor Manufacturing Ltd.
Master, Business Administration, National Taiwan University, Taiwan
Senior Vice President, Chief Financial Officer/Spokesperson, TSMC
Senior Director, Accounting, TSMC
Vice President & CFO, TI-Acer Semiconductor Manufacturing Corp.
Ph.D., Solid State Physics and Surface Chemistry, University of California, Berkeley, U.S.
Vice President, Technology Development, TSMC
Vice President, Manufacturing Technology, TSMC
Vice President, Advanced Technology Business, TSMC
Vice President, Operations II, TSMC
Director, Advanced Technology Development and CTM Plant Manager, Intel Corp.
Bachelor, Engineering Technology, United States Military Academy at West Point, U.S.
Chief Executive Officer, TSMC North America
President, TSMC North America
Vice President, TSMC North America
Master, Electrical Engineering, National Cheng Kung University, Taiwan
Senior Vice President, Product Development, TSMC
Vice President, Advanced Technology and Business, TSMC
Ph.D., Electrical Engineering, University of California, Los Angeles, U.S.
Vice President, Technology Development, TSMC
Senior Director, Platform I Division, TSMC
Bachelor, Science, National Changhua University of Education, Taiwan
Vice President, Mainstream Fabs and Manufacturing Technology, TSMC
Senior Director, Mainstream Fabs, TSMC
Master, Chemical Engineering, National Cheng Kung University, Taiwan
Senior Vice President, Fab Operations, TSMC
Vice President, 300mm Fabs, TSMC
Senior Director, 300mm Fabs, TSMC
Ph.D., Electrical Engineering, Syracuse University, U.S.
Senior Vice President, Technology Development, TSMC
Vice President, Design and Technology Platform, TSMC
Senior Director, Design and Technology Platform, TSMC
Ph.D., Electrical Engineering, Duke University, U.S.
Vice President, Design and Technology Platform, TSMC
Vice President, Technology and Manufacturing Group, Intel Corp.
Master, Comparative Law, School of Law, University of Iowa, U.S.
Attorney-at-law, Taiwan
Associate General Counsel, TSMC
Senior Associate, Taiwan International Patent and Law Office (TIPLO)
EMBA, International Business Management, National Taiwan University
Director, Human Resources, TSMC
Senior Vice President, Global Human Resources, Trend Micro Inc.
Ph.D., Electrical Engineering, National Chiao Tung University, Taiwan
Vice President, Fab Operations, TSMC
Vice President, Technology Development, TSMC
Vice President, Fab 14B, TSMC
Senior Director, Fab 14B, TSMC
Ph.D., Materials Engineering, Georgia Institute of Technology, U.S.
Vice President, Integrated Interconnect & Packaging, TSMC
Senior Director, Integrated Interconnect & Packaging Division, TSMC
Ph.D., Electrical Engineering, National Tsing Hua University, Taiwan
Vice President, Product Development, TSMC
Vice President, Fab 12B, TSMC
Senior Director, Fab 12B, TSMC
Selected Current Positions at Other
Companies
None
As of 02/28/2022
Managers Who are Spouses or within Second-degree
Relative of Consanguinity to Each Other
(Note 2)
Title
None
Name
None
Relation
None
Director and/or Supervisor, TSMC subsidiaries
None
None
None
None
None
None
None
President and CEO, TSMC subsidiary
None
None
None
Director, TSMC subsidiaries
None
None
None
None
None
None
Director
Wayne Yeh
Brother in law
None
None
None
None
None
None
Director and/or President, TSMC subsidiaries
Director, TSMC affiliate
None
None
None
None
None
Director and/or Supervisor, TSMC subsidiaries
None
None
Director, TSMC subsidiary
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
(Continued)
029
Title
Name
Gender
Nationality
On-board Date
(Note 1)
Shares Held
Shares Held by Spouse &
Minors
Shares Held in the Name
of Others
Education and Selected Past Positions
Selected Current Positions at Other
Companies
Vice President
Research and Development/Platform Development
Michael Wu
Vice President
Research and Development/Pathfinding
Min Cao
Vice President
Operations/Advanced Packaging Technology and
Service
Marvin Liao
Vice President
Operations/Fab Operations II
Y.H. Liaw
Vice President
Research and Development/Advanced Tool and
Module Development
Simon Jang
Vice President and Chief Financial Officer
Spokesperson
Finance
Wendell Huang
Vice President
Research and Development/More than Moore
Technologies
C.S. Yoo
Vice President
Quality and Reliability
Jun He
Vice President
Research and Development/Platform Development
Geoffrey Yeap
Vice President and Chief Information Officer
Information Technology and Materials Management
& Risk Management/Corporate Information
Technology
Chris Horng-Dar Lin
Vice President
Corporate Planning Organization
Jonathan Lee (Note 3)
Vice President
Operations/Facility
Arthur Chuang (Note 4)
Vice President and TSMC Fellow
Research and Development/Design & Technology
Platform
L.C. Lu (Note 5)
Vice President
Research and Development/Integrated Interconnect
& Packaging
K.C. Hsu (Note 6)
Shares
%
Shares
%
Shares
Male
R.O.C.
12/09/1996
483,501
0.00%
194,943
0.00%
Male
U.S.
07/29/2002
363,152
0.00%
4,470
0.00%
-
-
%
-
-
Male
R.O.C.
06/06/2002
90,485
0.00%
Male
R.O.C.
08/03/1988
370,000
0.00%
-
-
-
-
235,000
0.00%
430,000
0.00%
Male
R.O.C.
09/01/1993
350,695
0.00%
663
0.00%
Male
R.O.C.
05/03/1999
1,651,756
0.01%
-
-
-
-
-
-
Male
R.O.C.
06/16/1988
1,703,690
0.01%
219,924
0.00%
851,908
0.00%
Male
U.S.
05/22/2017
9,000
0.00%
Male
U.S.
03/21/2016
22,000
0.00%
Male
U.S.
01/04/2021
16,000
0.00%
Male
R.O.C.
05/28/2007
334,458
0.00%
-
-
-
-
-
-
-
-
Male
R.O.C.
01/17/1989
2,602,981
0.01%
1,993,040
0.01%
Male
R.O.C.
08/01/2000
130,227
0.00%
10,000
0.00%
Male
R.O.C.
11/01/2021
16,000
0.00%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1: On-board date means the official date joining TSMC.
Note 2: President (or someone with an equivalent job responsibility, i.e. the highest ranking manager of the company) and Chairman are not (1) the same person, (2) in a marital relationship with each other, or
(3) within one degree of consanguinity.
Note 3: Mr. Jonathan Lee was promoted to Vice President, effective June 9, 2021.
Note 4: Dr. Arthur Chuang was promoted to Vice President, effective August 10, 2021.
Note 5: Dr. L.C. Lu was promoted to Vice President, effective August 10, 2021.
Note 6: Mr. K.C. Hsu was promoted to Vice President, effective November 9, 2021.
Ph.D., Electrical Engineering, University of Wisconsin-Madison, U.S.
Senior Director, Platform Development, TSMC
Ph.D., Physics, Stanford University, U.S.
Senior Director, Pathfinding Division, TSMC
Ph.D., Materials Science, University of Texas-Arlington, U.S.
Senior Director, Backend Technology and Service Division, TSMC
Vice President, Chartered Semiconductor Manufacturing Ltd.
Master, Chemical Engineering, National Tsing Hua University, Taiwan
Vice President, Fab Operations, TSMC
Vice President, Fab 15B, TSMC
Senior Director, Fab 15B, TSMC
Managers Who are Spouses or within Second-degree
Relative of Consanguinity to Each Other
(Note 2)
Title
None
None
None
Name
None
None
None
Relation
None
None
None
None
None
Director, TSMC subsidiary
Director, TSMC subsidiaries
Director, TSMC affiliate
None
None
None
Ph.D., Materials Science & Engineering, Massachusetts Institute of Technology, U.S.
Senior Director, Advanced Tool and Module Development Division, TSMC
None
1. Deputy Director
2. Manager
1. Sharon Jang
2. Jimmy Hu
1. Sister
2. Brother in law
Master, Business Administration, Cornell University, U.S.
Deputy Chief Financial Officer, TSMC
Senior Director, Finance Division, TSMC
Vice President, Corporate Finance, ING Barings
Vice President, Corporate Finance, Chase Manhattan Bank
Vice President, Corporate Finance, Bankers Trust Company
Ph.D., Chemical Engineering, Worcester Polytech. Institute, U.S.
Senior Director, Office of Strategy Customer Program, TSMC
Senior Director, E-Beam Operation Division, TSMC
Ph.D., Materials Science and Engineering, University of California, Santa Barbara, U.S.
Senior Director, Quality and Reliability, TSMC
Senior Director, Head of Quality and Reliability for Technology & Manufacturing Group,
Intel Corp.
Ph.D., Electrical and Computer Engineering, University of Texas-Austin, U.S.
Senior Director, Platform Development, TSMC
Senior Director, Advanced Technology, TSMC
Vice President, Engineering, Silicon Technology, Qualcomm
Ph.D., Electrical Engineering and Computer Science, University of California, Berkeley, U.S.
Vice President, Information Technology, Mozilla
Director, Enterprise Platform Infrastructure, Facebook
Master, Business Administration, City University of New York, Baruch College, U.S.
Senior Director, Strategic Planning Division, TSMC
Ph.D., Civil Engineering, National Taiwan University, Taiwan
Senior Director, Facility Division, TSMC
Ph.D., Computer Science, Yale University, U.S.
Senior Director, Digital IPs Solution Division, TSMC
Master, Technology Management, National Chiao Tung University, Taiwan
Taiwan Country Manager, Micron Technology Inc.
President, WaferTech LLC
Director, Supervisor, and/or President, TSMC
None
None
None
subsidiaries
Director, TSMC affiliate
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Section Manager
Gavin Chuang
Brother
None
None
None
None
None
None
030
031
2.5.2 Compensation Paid to CEO and Vice Presidents (Note 1)
Unit: NT$
Title
Chief Executive Officer
Name
C.C. Wei
Vice President, Chief Financial Officer/Spokesperson
Wendell Huang
Senior Vice President
Senior Vice President
Senior Vice President/CEO & President of TSMC Arizona
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Lora Ho
Wei-Jen Lo
Rick Cassidy
Y.P. Chin
Y.J. Mii
J.K. Lin
J.K. Wang
Cliff Hou
Kevin Zhang
Vice President and General Counsel/Corporate Governance Officer
Sylvia Fang
Vice President
Vice President
Vice President and TSMC Distinguished Fellow
Vice President and TSMC Fellow
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Connie Ma
Y.L. Wang
Doug Yu
T.S. Chang
Michael Wu
Min Cao
Marvin Liao
Y.H. Liaw
Simon Jang
C.S. Yoo
Jun He
Geoffrey Yeap (Note 2)
Vice President and Chief Information Officer
Chris Horng-Dar Lin (Note 2)
Vice President
Vice President
Vice President and TSMC Fellow
Vice President
Total
Jonathan Lee (Note 3)
Arthur Chuang (Note 4)
L.C. Lu (Note 4)
K.C. Hsu (Note 5)
Salary (A)
Severance Pay and Pensions (B)
(Note 6)
From TSMC
13,287,420
5,240,260
From All
Consolidated
Entities
13,287,420
5,240,260
From TSMC
212,600
83,844
From All
Consolidated
Entities
212,600
83,844
Bonuses and Allowances (C)
(Note 7)
From TSMC
From All
Consolidated
Entities
Profit Sharing (D)
From TSMC
From All Consolidated Entities
Cash
Stock (Fair
Market Value)
Cash
Stock (Fair
Market Value)
195,850,167
195,850,167
190,951,770
28,595,054
28,595,054
27,170,780
122,544,351
137,629,064
1,948,517
2,390,511
861,047,137
964,023,195
812,804,670
(A+B+C+D)
as a % of Net Income (Note 8)
From TSMC
From All
Consolidated
Entities
0.0671%
0.0102%
0.0671%
0.0102%
0.3015%
0.3213%
-
-
-
190,951,770
27,170,780
812,804,670
-
-
-
Compensation Received
from Non-consolidated
Affiliates or Parent
Company
-
-
-
-
141,072,031
156,156,744
2,244,961
2,686,955
1,085,492,358
1,188,468,416
1,030,927,220
-
1,030,927,220
-
0.3788%
0.3987%
Note 1: Compensation policy, standards/packages, procedures, the linkage to operating performance and future risk exposure: The total compensation paid to the executive officers is based on their job
responsibility, contribution, company performance, and projected future risks the Company will face. It is reviewed by the Compensation Committee then submitted to the Board of Directors for
approval.
Note 2: Dr. Geoffrey Yeap and Dr. Chris Horng-Dar Lin were promoted to Vice President, effective February 9, 2021. These amounts did not include compensation for the period before their promotion.
Note 3: Mr. Jonathan Lee was promoted to Vice President, effective June 9, 2021. These amounts did not include compensation for the period before his promotion.
Note 4: Dr. Arthur Chuang and Dr. L.C. Lu were promoted to Vice President, effective August 10, 2021. These amounts did not include compensation for the period before their promotion.
Note 5: Mr. K.C. Hsu was promoted to Vice President, effective November 9, 2021. These amounts did not include compensation for the period before his promotion.
Note 6: Pensions funded according to applicable law.
Note 7: The above-mentioned figures include the expense for the business performance bonuses distributed in May, August, November 2021 & February 2022, and Company cars and gasoline
reimbursements.
Note 8: Total compensation paid to the executive officers from TSMC in 2020 accounted for 0.3939% of 2020 net income. Total compensation paid to the executive officers from all consolidated entities
in 2020 accounted for 0.4131% of 2020 net income.
Compensation Paid to CEO and Vice Presidents
NT$0 ~ NT$999,999
NT$1,000,000 ~ NT$1,999,999
NT$2,000,000 ~ NT$3,499,999
NT$3,500,000 ~ NT$4,999,999
NT$5,000,000 ~ NT$9,999,999
NT$10,000,000 ~ NT$14,999,999
From TSMC
Rick Cassidy
None
None
None
K.C. Hsu
None
2021
From All Consolidated Entities and Non-consolidated Affiliates
None
None
None
None
K.C. Hsu
None
NT$15,000,000 ~ NT$29,999,999
Jonathan Lee, Arthur Chuang, L.C. Lu
Jonathan Lee, Arthur Chuang, L.C. Lu
NT$30,000,000 ~ NT$49,999,999
Simon Jang, Jun He, Geoffrey Yeap, Chris Horng-Dar Lin
Simon Jang, Jun He, Geoffrey Yeap, Chris Horng-Dar Lin
NT$50,000,000 ~ NT$99,999,999
Wendell Huang, J.K. Wang, Kevin Zhang, Sylvia Fang, Connie Ma, Y.L. Wang,
Doug Yu, T.S. Chang, Michael Wu, Min Cao, Marvin Liao, Y.H. Liaw, C.S. Yoo
Wendell Huang, J.K. Wang, Kevin Zhang, Sylvia Fang, Connie Ma, Y.L. Wang,
Doug Yu, T.S. Chang, Michael Wu, Min Cao, Marvin Liao, Y.H. Liaw, C.S. Yoo
Over NT$100,000,000
C.C. Wei, Lora Ho, Wei-Jen Lo, Y.P. Chin, Y.J. Mii, J.K. Lin, Cliff Hou
C.C. Wei, Lora Ho, Wei-Jen Lo, Rick Cassidy, Y.P. Chin, Y.J. Mii, J.K. Lin, Cliff
Hou
Total
29
29
032
033
2.5.3 Employees’ Profit Sharing Paid to Management Team
Unit: NT$
Title
Chief Executive Officer
Vice President, Chief Financial Officer/Spokesperson
Senior Vice President
Senior Vice President
Senior Vice President/ CEO & President of TSMC Arizona
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Vice President and General Counsel/Corporate Governance Officer
Vice President
Vice President
Vice President and TSMC Distinguished Fellow
Vice President and TSMC Fellow
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President and Chief Information Officer
Vice President
Vice President
Vice President and TSMC Fellow
Vice President
Total
Name
C.C. Wei
Wendell Huang
Lora Ho
Wei-Jen Lo
Rick Cassidy
Y.P. Chin
Y.J. Mii
J.K. Lin
J.K. Wang
Cliff Hou
Kevin Zhang
Sylvia Fang
Connie Ma
Y.L. Wang
Doug Yu
T.S. Chang
Michael Wu
Min Cao
Marvin Liao
Y.H. Liaw
Simon Jang
C.S. Yoo
Jun He
Geoffrey Yeap (Note 1)
Chris Horng-Dar Lin (Note 1)
Jonathan Lee (Note 2)
Arthur Chuang (Note 3)
L.C. Lu (Note 3)
K.C. Hsu (Note 4)
Note 1: Dr. Geoffrey Yeap and Dr. Chris Horng-Dar Lin were promoted to Vice President, effective February 9, 2021. These amounts did not include compensation for the period before their promotion.
Note 2: Mr. Jonathan Lee was promoted to Vice President, effective June 9, 2021. These amounts did not include compensation for the period before his promotion.
Note 3: Dr. Arthur Chuang and Dr. L.C. Lu were promoted to Vice President, effective August 10, 2021. These amounts did not include compensation for the period before their promotion. Therefore,
their 2020 compensation data are not disclosed.
Note 4: Mr. K.C. Hsu was promoted to Vice President, effective November 9, 2021. These amounts did not include compensation for the period before his promotion.
Stock
(Fair Market Value)
-
-
-
-
Cash
190,951,770
27,170,780
Total
Total Profit Sharing Paid to Management
Team as a % of Net Income
190,951,770
27,170,780
0.0320%
0.0046%
812,804,670
812,804,670
0.1363%
1,030,927,220
1,030,927,220
0.1728%
034
035
036
036
037
037
3. Corporate Governance
3.1 Overview
TSMC 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. In line with this principle, the TSMC Board
delegates various responsibilities and authority to two Board Committees, Audit Committee and Compensation Committee. Each
Committee has a written charter approved by the Board. Each Committee’s chairperson regularly reports to the Board on the
activities and actions of the relevant committee.
2021 Corporate Governance Awards and Ratings
Organization
Dow Jones Sustainability Indices (DJSI)
MSCI ESG Indexes
Sustainalytics
ISS ESG
FTSE4Good Index
Corporate Knights
RobecoSAM (S&P Global)
TIME Magazine
Institutional Investor Magazine
FORTUNE
Forbes
FinanceAsia
Asiamoney
Taiwan Stock Exchange
CommonWealth Magazine
Awards
Dow Jones Sustainability World Index for the 21st consecutive year
Dow Jones Sustainability Emerging Markets Index
MSCI ACWI ESG Leaders Index component
MSCI ESG Research – AAA Ratings
MSCI ACWI SRI Index component
MSCI Emerging Markets ESG Leaders Index
Company ESG Risk Ratings: Low ESG Risk – Semiconductor Industry
“Prime” Rated by ISS ESG Corporate Rating
FTSE4Good Emerging Index component
FTSE4Good All-World Index component
FTSE4Good TIP Taiwan ESG Index component
Global 100 Most Sustainable Corporations
The Sustainability Yearbook Award 2021 – Silver Class
TIME100 Most Influential Companies
Most Honored Company (Technology/Semiconductors) – All-Asia
Best Overall ESG (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
2021 World’s Most Admired Companies
Fortune Global 500
The World’s Top 10 Largest Technology Companies in 2021
World’s Best Employers
Best Managed Listed Company
2021 Asia’s Outstanding Companies – Semiconductors & Semiconductor Equipment Sector for the 4th consecutive year
Top 5% in Corporate Governance Evaluation of Listed Companies for the 7th consecutive year
Excellence in Corporate Social Responsibility Award – Large cap – 1st Place
Taiwan Institute of Sustainable Energy
The Most Prestigious Sustainability Awards – Top Ten Domestic Corporates for the 6th consecutive year
3.2 Board of Directors
Board Structure
TSMC’s Board of Directors consists of ten distinguished members with a great breadth of experience as world-class business leaders
or professionals. We deeply rely on them for their diverse knowledge, personal perspectives, and solid business judgment. Six of
those ten members are Independent Directors: former British Telecommunications Chief Executive Officer, Sir Peter L. Bonfield;
former Chairman of National Performing Arts Center and former Advisor of Executive Yuan, R.O.C., Ms. Kok-Choo Chen; former
Chairman of Applied Materials, Inc., Mr. Michael R. Splinter; former Chief Executive Officer of Xilinx, Inc., Mr. Moshe N. Gavrielov;
currently Chairman of Delta Electronics Inc., Mr. Yancey Hai; and currently President of MIT, Mr. L. Rafael Reif.
TSMC’s Board is comprised of a diverse group of professionals from different backgrounds in industries, academia, law, etc. These
professionals include citizens from Taiwan, Europe and the U.S. with world-class business operating experience, one of whom is
female. Independent Directors constitute 60% of the Board.
Board Responsibilities
Inheriting the spirit of TSMC’s Founder, Dr. Morris Chang’s
philosophy on corporate governance, under the leadership
of Chairman Dr. Mark Liu and CEO & Vice Chairman Dr. C.C.
Wei, TSMC’s Board of Directors takes a serious and forthright
approach to its duties and is a dedicated, competent and
independent Board.
The Board’s primary duty is to supervise the Company’s
compliance with relevant laws and regulations, financial
transparency, timely disclosure of material information, and
maintaining of the highest integrity. TSMC’s Board of Directors
strives to perform these responsibilities through its Audit
Committee and the Compensation Committee, the hiring of
a financial expert consultant for the Audit Committee, and
coordination with our Internal Audit department.
The second duty of the Board of Directors is to evaluate the
management’s performance and to appoint and dismiss
officers of the Company when necessary. TSMC’s 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 the best interests for TSMC
shareholders.
The third duty of the Board of Directors is to resolve important,
concrete matters, such as capital appropriations, investment
activities, dividends, etc.
The fourth duty of the Board of Directors is to provide
guidance to the management team of the Company. Quarterly,
TSMC’s management reports to the Board on a variety of
subjects (including ESG programs). The management also
reviews the Company’s business strategies with the Board and
updates TSMC’s Board on the progress of those strategies,
obtaining Board guidance as appropriate.
Nomination and Election of Directors
TSMC envisions the membership of its esteemed Board of
Directors to be composed of highly ethical professionals with
the necessary knowledge, experience and understanding from
diverse backgrounds. TSMC establishes the “Guidelines for
Nomination of Directors” that set out the procedures and
criteria for the nomination, qualification and evaluation of
candidates for Directors. In addition, TSMC envisions its Board
to be composed of a majority of independent directors, with
the independence of each independent director candidate
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 Law.
The tenure of office for Directors shall be three years. The
independence of each independent director candidate is also
considered and assessed under relevant law such as the Taiwan
“Regulations Governing Appointment of Independent Directors
and Compliance Matters for Public Companies”. 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 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.
There are no limits on the number of terms that a director may
serve. We believe the Company benefits from the contributions
of directors who have over their years of dedicated service
acquired unique insights into the operations and financial
developments of the Company. The Company reviews the
appropriateness of each director’s continued service to ensure
there are new viewpoints available to the Board.
Directors’ Compensation
According to TSMC’s Articles of Incorporation, the Board
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.
TSMC’s Articles of Incorporation also 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
TSMC’s Compensation Committee Charter, the distribution
of compensation to directors shall be made in accordance
with TSMC’s “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, as
all independent directors also serve as members of the Audit
Committee and Compensation Committee and thus participate
in the discussions as well as resolutions of related committee
meetings in accordance with the charter of each committee;
and (3) the compensation for overseas independent directors
may be higher than domestic independent directors, as they
require additional time to attend quarterly meetings in Taiwan.
038
039
Directors’ Professional Qualifications and Independent Directors’ Independence Status
Implementation of the Diversity Policy for Board Members
Criteria
Professional Qualification and Experience
Independent Directors’ Independence Status
Name/Title
Mark Liu
Chairman
C.C. Wei
Vice Chairman
Ming-Hsin Kung
Director
F.C. Tseng
Director
Sir Peter L. Bonfield
Independent Director
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Moshe N. Gavrielov
Independent Director
Yancey Hai
Independent Director
L. Rafael Reif
Independent Director
Not Applicable
For Directors’ professional qualification and
experience, please refer to “2.4.1 Information
Regarding Board Members” on page 20-25 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)
All of the following situations apply to each and every of the Independent Directors:
1. Satisfy the requirements of Article 14-2 of “Securities and Exchange Act” and
“Regulations Governing Appointment of Independent Directors and Compliance
Matters for Public Companies” (Note 2) issued by Taiwan’s Securities and Futures
Bureau
2. Independent Director (or nominee arrangement) as well as his/her spouse and minor
children do not hold any TSMC shares
3. Received no compensation or benefits for providing commercial, legal, financial,
accounting services or consultation to the Company or to any its affiliates within
the preceding two years, and the service provided is either an “audit service” or a
“non-audit service”
Number of Other
Taiwanese Public
Companies Concurrently
Serving as an Independent
Director
0
0
0
0
0
0
0
0
1
0
Note 1: A person shall not act in a management capacity for a company, and if so appointed, must be immediately discharged if they have been:
1. Convicted for a violation of the Statutes for the Prevention of Organizational Crimes and: has not started serving the sentence; has not completed serving the sentence; or five years have not
elapsed since completion of serving the sentence, expiration of probation, or pardon;
2. Convicted for fraud, breach of trust or misappropriation, with imprisonment for a term of more than one year, and: has not started serving the sentence; has not completed serving the
sentence; or two years have not elapsed since completion of serving the sentence, expiration of probation, or pardon;
3. Convicted for violation of the Anti-Corruption Act, and: has not started serving the sentence; has not completed serving the sentence; or two years have not elapsed since completion of serving
the sentence, expiration of probation, or pardon;
4. Adjudicated bankrupt or adjudicated to commence a liquidation process by a court, and having not been reinstated to his or her rights and privileges;
5. Sanctioned for unlawful use of credit instruments, and the term of such sanction has not expired yet;
6. if she/he does not have any or limited legal capacity; or
7. if she/he has been adjudicated to require legal guardianship and such requirement has not been revoked yet.
Note 2: 1. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.
2. Not serving concurrently as an independent director on more than three other public companies in total.
3. During the two years before being elected and during the term of office, meet any of the following situations:
(1) Not an employee of the company or any of its affiliates;
(2) Not a director or supervisor of the company or any of its affiliates;
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of
one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders;
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding (1) subparagraph, or of any of the above
persons in the preceding subparagraphs (2) and (3);
(5) Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company, ranks as of its
top five shareholders, or has representative director(s) serving on the company’s board based on Article 27 of the Company Law;
(6) Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company;
(7) Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company’s chairman or CEO (or equivalent);
(8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the
company; and
(9) Other than serving as a compensation committee member of the company, not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship,
partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof,
and the service provided is an “audit service” or a “non-audit service which total compensation within the recent two years exceeds NT$500,000”.
Board Diversity and Independence
TSMC establishes the “Guidelines for Nomination of Directors” that set out the procedures and criteria for the nomination,
qualification and evaluation of candidates for Directors. The members of TSMC Board of Directors are nominated via rigorous
selection processes. It not only considers background diversity, professional competence and experience, but also attaches great
importance to his/her personal reputation on ethics and leadership. The Company aims to have at least of 50% independent
directors and at least one female director to serve on the Board. Presently, the ten members of the Board of Directors represent
diversified perspectives, including a complementary mix of skills, experiences, and backgrounds such as that from the industry,
academia, and in law. These professionals, including a female board member, are citizens from Taiwan, Europe and the U.S. with
world-class business operating experiences. The six Independent Directors constitute 60% of the Board, and there is no marital
or is within the second degree of kinship relationship between or among the Directors. As such, the Board of Directors carries
independence. The following table demonstrates the implementation of the diversity policy for Board members:
Title
Name
Gender
Nationality
Age
Employed by TSMC
Business
Technology
Finance/Accounting
Legal
Sales and Marketing
Cybersecurity
Others
Leadership Skill
Strategic Decision-making
Global Market Perspective
Industry Experience
Financial
Operating and
Manufacturing
Business Development
Risk/Crisis Management
Environmental Sustainability
Social Engagement
Chairman
Vice
Chairman
Director
Independent Director
Mark Liu
C.C. Wei
F.C. Tseng
Ming-Hsin
Kung
Sir Peter L.
Bonfield
Kok-Choo
Chen
Michael R.
Splinter
Moshe N.
Gavrielov
Yancey Hai
L. Rafael Reif
Male
U.S.
66-70
Male
R.O.C.
66-70
Male
R.O.C.
76-80
Male
R.O.C.
56-60
Male
UK
76-80
Female
R.O.C.
71-75
Male
U.S.
71-75
Male
U.S.
66-70
Male
R.O.C./U.S.
71-75
Male
U.S.
71-75
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
Professional Knowledge and Expertise
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
Skills and Experience
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
Innovation/
R&D/
Education/
Training
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
040
041
TSMC’s Audit Committee is empowered by its Charter to
conduct any study or investigation it deems appropriate
to fulfill its responsibilities. It has direct access to TSMC’s
internal auditors, the Company’s independent auditors, and
all employees of the Company. The Committee is authorized
to retain and oversee special legal, accounting, or other
consultants as it deems appropriate to fulfill its mandate. The
Audit Committee Charter is available on TSMC’s corporate
website.
3.2.2 Compensation Committee
The Compensation Committee assists the Board in discharging
its responsibilities related to TSMC’s compensation and benefits
policies, plans and programs, and in the evaluation and
compensation of TSMC’s directors of the Board and executives.
The members of the Compensation Committee are appointed
by the Board as required by R.O.C. law. According to its
charter, the committee shall consist of no fewer than three
independent directors of the Board, whereas the actual
committee is comprised of all six independent directors.
The Chairman of the Board and the Chief Executive Officer
are invited by the committee to attend all meetings and
are excused from the committee’s discussion of their own
compensation.
TSMC’s Compensation Committee is authorized by its charter
to retain an independent consultant to assist in the evaluation
of CEO’s or executive officer’s compensation.
3.2.1 Audit Committee
The Audit Committee assists the Board in fulfilling its oversight
of the quality and integrity of the accounting, auditing,
reporting, and financial control practices of the Company.
The Audit Committee is responsible to review the following
major matters:
● Financial reports;
● Auditing and accounting policies and procedures;
● Internal control systems and including related policies and
procedures;
● Material asset or derivatives transactions;
● Material lending funds, endorsements or guarantees;
● Offering or issuance of any equity-type securities;
● Derivatives and cash investments;
● Legal compliance;
● Related-party transactions and potential conflicts of interests
involving executive officers and directors;
● Ombudsman reports;
● Fraud prevention and investigation reports;
● Corporate information security;
● Corporate risk management;
● Performance, independence, qualification of independent
auditor;
● Hiring or dismissal of an attesting CPA, or the compensation
given thereto;
● Appointment or discharge of financial, accounting, or internal
auditing officers;
● Assessment of Committee Charter and fulfillment of Audit
Committee duties; and
● Self-assessment of the Committee’s performance, etc.
Under R.O.C. law, the membership of Audit Committee shall
consist of all independent directors. TSMC’s Audit Committee
satisfies this statutory requirement. The Committee also
engaged a financial expert consultant in accordance with the
rules of the U.S. Securities and Exchange Commission. The
Audit Committee annually conducts self-evaluation to assess
the Committee’s performance and identify areas for further
attention.
Information Regarding Compensation Committee Members
Criteria
Name/Title
Michael R. Splinter (Chair)
Independent Director
Sir Peter L. Bonfield
Independent Director
Kok-Choo Chen
Independent Director
Moshe N. Gavrielov
Independent Director
Yancey Hai
Independent Director
L. Rafael Reif
Independent Director
Professional Qualification and Experience
Independent Directors’ Independence Status
Number of Other
Taiwanese Public
Companies Concurrently
Serving as a Compensation
Committee Member
TSMC’s Compensation Committee is comprised
of all six independent directors. For members
professional qualification and experience, please
refer to “2.4.1 Information Regarding Board
Members” on page 20-25 of this Annual Report.
All the Compensation Committee members meet any of the following situations:
1. Satisfy the requirements of Article 14-6 of “Securities and Exchange Act” and
the requirements of “Regulations Governing the Appointment and Exercise of
Powers by the Compensation Committee of a Company Whose Stock is Listed on
the Taiwan Stock Exchange or the Taipei Exchange” (Note) issued by Taiwan’s
Securities and Futures Bureau
2. Independent Director (or nominee arrangement) as well as his/her spouse and
minor children do not hold any TSMC shares
3. Received no compensation or benefits for providing commercial, legal, financial,
accounting services or consultation to the Company or to any its affiliates within
the preceding two years, and the service provided is either an “audit service” or
a “non-audit service“
0
0
0
0
1
0
Note: During the two years before being elected and during the term of office, meet any of the following situations:
(1) Not an employee of the company or any of its affiliates;
(2) Not a director or supervisor of the company or any of its affiliates;
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one
percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders;
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding (1) subparagraph, or of any of the above
persons in the preceding subparagraphs (2) and (3);
(5) Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company, ranks as of its top five
shareholders, or has representative director(s) serving on the company’s board based on Article 27 of the Company Law;
(6) Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company;
(7) Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company’s chairman or CEO (or equivalent);
(8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the company;
and
(9) Other than serving as a compensation committee member of the company, not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship,
partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, and
the service provided is an “audit service” or a “non-audit service which total compensation within the recent two years exceeds NT$500,000”.
3.2.3 Corporate Governance Officer
The Board of Directors appointed Ms. Sylvia Fang, the Vice President of Legal and General Counsel of TSMC, as the Corporate
Governance Officer responsible for corporate governance matters, including handling of matters relating to Board, Audit
Committee, Compensation Committee and Shareholders’ meetings in compliance with law, assistance in onboarding and
continuing education of directors, provision of information required for performance of duties by directors, and assistance in
directors’ compliance of law, etc.
For details on performance of duties by the Corporate Governance Officer, please refer to “3. Corporate Governance” on page
38-63 of this Annual Report.
042
043
3.2.4 Director and Committees Members’ Attendance
Each Director is expected to attend every Board meeting and the committees meeting on which he or she serves. In 2021,
the average Board Meeting attendance rate was 100% and the attendance rate for the Audit Committee and Compensation
Committee’s Meetings were both 100%.
Board of Directors Meeting Status
TSMC’s Chairman of the Board of Directors convened four regular meetings and two special meetings in 2021. The directors’
attendance status is as follows.
Title
Chairman
Vice Chairman
Director
Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Name
Mark Liu
C.C. Wei
Ming-Hsin Kung
(Representative of National Development Fund, Executive
Yuan)
F.C. Tseng
Sir Peter L. Bonfield
Stan Shih
Kok-Choo Chen
Michael R. Splinter
Moshe N. Gavrielov
Yancey Hai
L. Rafael Reif
Attendance in
Person
By Proxy
Attendance Rate
in Person (%)
Notes
6
6
6
6
6
3
6
6
6
6
3
0
0
0
0
0
0
0
0
0
0
0
100%
Renewal of office (Note)
100%
Renewal of office (Note)
100%
Renewal of office (Note)
100%
Renewal of office (Note)
100%
Renewal of office (Note)
100%
Term expired (Note)
100%
Renewal of office (Note)
100%
Renewal of office (Note)
100%
Renewal of office (Note)
100%
Renewal of office (Note)
100%
New office assumed (Note)
Annotations:
A. (1) Matters listed in the Securities and Exchange Act §14-3: The Securities and Exchange Act §14-3 is not be applicable because the Company has established the Audit Committee. For relevant information,
please refer to the “Audit Committee Meeting Status” in this Annual Report.
(2) There were no other written or otherwise recorded resolutions on which an independent director had a dissenting opinion or qualified opinion in 2021.
B. Recusals of Directors due to conflicts of interests in 2021: Directors recused themselves from the discussion and voting of their compensation resolution.
C. Measures taken to strengthen the functionality of the Board:
- TSMC’s Directors are composed of diverse backgrounds, including professional backgrounds in different industries, academic and legal, etc.; nationalities in different countries in Taiwan, Europe and the U.S.;
world-class business operating experience; and one Director is female. Our Board has six independent directors who constitute 60% of the Board.
- The Chairman of the Board of Directors is not executive officer of the Company.
- TSMC established “Guidelines for Nomination of Directors”, which describes the procedures and criteria for the nomination, qualification and evaluation of candidates for Directors.
Note: TSMC’s 15th Board of Directors was elected at TSMC’s Annual Shareholders’ Meeting on July 26, 2021. Their respective tenures are from July 26, 2021 to July 25, 2024.
Audit Committee Meeting Status
Sir Peter L. Bonfield, Chairman of the Audit Committee, convened four regular meetings and two special meetings in 2021. In
addition to these meetings, he also convened one special meeting and three telephone conferences to discuss the Company’s
Annual Report to be filed with the Taiwan and U.S. authorities and investor conference materials with management. The Committee
members and consultant’s attendance status is shown in the following table.
Title
Name
Attendance in
Person
By Proxy
Attendance Rate in
Person (%)
Telephone
Conferences
Attendance Rate
of Telephone
Conferences (%)
Notes
Chair
Member
Member
Member
Member
Member
Member
Sir Peter L. Bonfield
Stan Shih
Kok-Choo Chen
Michael R. Splinter
Moshe N. Gavrielov
Yancey Hai
L. Rafael Reif
Financial Expert
Consultant
Jan C. Lobbezoo
7
4
7
7
7
7
3
5
0
0
0
0
0
0
0
0
100%
100%
100%
100%
100%
100%
100%
100%
3
2
3
3
3
3
1
3
100%
100%
100%
100%
100%
100%
100%
Renewal of office (Note)
Term expired (Note)
Renewal of office (Note)
Renewal of office (Note)
Renewal of office (Note)
Renewal of office (Note)
New office assumed
(Note)
100%
None
(Continued)
Annotations:
A. (1) Resolutions related to Securities and Exchange Act §14-5:
Audit Committee Meeting
Date
Resolution
2021 1st Regular Meeting
February 8
2021 1st Special Meeting
April 13
2021 2nd Special Meeting
April 22
2021 2nd Regular Meeting
June 8
2021 3rd Regular Meeting
August 9
2021 4th Regular Meeting
November 8
● 2020 annual financial statements
● 2020 business report
● 2020 fourth quarter earnings distribution
● Disposal of a portion of VisEra shares in preparation for its planned IPO
● 2020 Statement of Internal Control System
● 2021 first quarter financial statements
● Issuance of employee restricted stock awards for year 2021
● 2021 first quarter business report
● 2021 first quarter earnings distribution
● Related-party sale of existing TSMC equipment to TSMC Nanjing Company Limited
● Comfort letter service provided by Deloitte for the U.S. bond issuances
● Additional service fee to Deloitte for the issuance of employee restricted stock awards
● Amendments to TSMC’s internal control related policies and procedures
● 2021 second quarter financial statements
● 2021 second quarter business report
● 2021 second quarter earnings distribution
● Ratification of TSMC’s security investments classified as non-current assets
● 2021 third quarter financial statements
● 2021 third quarter business report
● 2021 third quarter earnings distribution
● Ratification of the comfort and consent services, and the additional service and service fee for the review of IFRS 1H’21 financial statement, by Deloitte & Touche for
the 4.5 billion U.S. bond issuance
● Additional 2021 service fees to Deloitte & Touche for TSMC Japan 3DIC R&D Center & new Japan Fab
● 2022 service fee and out-of-pocket expense for Deloitte & Touche
Independent directors’ objections, reservations or major suggestions: None.
Resolution of the Audit Committee and the Company’s response to the Audit Committee’s Opinion: The members of the Audit Committee unanimously approved all the resolutions, and the Board of Directors
approved all such resolutions recommended by the Audit Committee.
(2) There were no other resolutions which was not approved by the Audit Committee but was approved by two thirds or more of all directors in 2021.
B. There were no recusals of independent directors due to conflicts of interests in 2021.
C. Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors in 2021 (which should include the material items, channels, and results of the audits
on the corporate finance and/or operations, etc.):
(1) The internal auditors have sent the audit reports to the members of the Audit Committee periodically and presented the findings of all audit reports in the quarterly meetings of the Audit Committee.
The head of Internal Audit will immediately report to the members of the Audit Committee any material matters. During 2021, the head of Internal Audit did not report any such material matters. The
communication channel between the Audit Committee and the internal auditor functioned well.
(2) The Company’s independent auditors have presented the findings of their quarterly review or audits on the Company’s financial results. Under applicable laws and regulations, the independent auditors are
also required to immediately communicate to the Audit Committee any material matters that they have discovered. During 2021, the Company’s independent auditors did not report any irregularity. The
communication channel between the Audit Committee and the independent auditors functioned well.
The communications between the independent directors, the internal auditors, and the independent auditors are listed in the table below.
Audit Committee Meeting
Date
Communications between the Independent Directors and
the Internal Auditors
Communications between the Independent Directors and the Independent
Auditors
2021 1st Regular Meeting
February 8
● Internal Auditor’s report (Closed Door Session)
● 2020 Audit issue trend analysis (Closed Door Session)
● Report on SOX 404 self-testing results for the year 2020 (Closed
Door Session)
● 2020 Statement of Internal Control System (Closed Door Session)
● External auditor relationship (i.e. qualification, performance and independence)
● External auditor’s report on Project KY Debriefing
● Report of regulatory developments
● Any audit problems or difficulties and management’s response in connection with 2020
annual financial statements (Closed Door Session)
2021 2nd Regular Meeting
June 8
● Internal Auditor’s report (Closed Door Session)
● Amendments to TSMC’s internal control related policies and
procedures (Closed Door Session)
2021 3rd Regular Meeting
August 9
● Amendments to 2021 internal audit plan
● Internal Auditor’s report (Closed Door Session)
2021 4th Regular Meeting
November 8
● Internal Auditor’s report (Closed Door Session)
● 2022 internal audit plan (Closed Door Session)
● The result of 2020 CPA evaluation questionnaire
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2021
first quarter financial statements (Closed Door Session)
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2021
second quarter financial statements (Closed Door Session)
● Report of regulatory developments
● Any review problems or difficulties and management’s response in connection with 2021
third quarter financial statements (Closed Door Session)
Result: all of the above matters were reviewed and/or approved by the Audit Committee whereupon independent directors raised no objection.
Note: Sir Peter L. Bonfield, Kok-Choo Chen, Michael R. Splinter, Moshe N. Gavrielov, Yancey Hai and L. Rafael Reif were elected as TSMC’s independent director and became member of the Audit
Committee on July 26, 2021. Their respective tenures are from July 26, 2021 to July 25, 2024.
044
045
Compensation Committee Meeting Status
Mr. Michael R. Splinter, Chairman of the Compensation Committee, convened four regular meetings and two special meetings in
2021. Committee member attendance was as follows:
Title
Chair
Member
Member
Member
Member
Member
Member
Name
Michael R. Splinter
Sir Peter L. Bonfield
Stan Shih
Kok-Choo Chen
Moshe N. Gavrielov
Yancey Hai
L. Rafael Reif
Attendance in Person
By Proxy
Attendance Rate in Person (%)
Notes
6
6
3
6
6
6
3
0
0
0
0
0
0
0
100%
Renewal of office (Note)
100%
Renewal of office (Note)
100%
Term expired (Note)
100%
Renewal of office (Note)
100%
Renewal of office (Note)
100%
Renewal of office (Note)
100%
New office assumed (Note)
Annotations:
A. In 2021, the Compensation Committee conducted four regular meetings on February 8, June 8, August 9 as well as November 8. The Committee also conducted two special meetings on April 22 and July 26.
The discussion items were as follows:
- Report on matters related to employee compensation
- Total amount of quarterly business performance bonus
- Total amount of annual profit sharing
- The amount of quarterly business performance bonus for executive officers, CEO and Chairman
- The annual compensation of directors and executive officers, and the disclosure of same in the Annual Report
- Employee restricted stock awards rules for 2021
- Chairperson of the Compensation Committee election
All of the above matters were reviewed and/or approved by the Compensation Committee.
B. In 2021 the Board of Directors adopted all recommendations of the Compensation Committee without modification.
C. There were no written or otherwise recorded resolutions on which any member of the Compensation Committee had a dissenting or qualified opinion.
Note: At the meeting of July 26, 2021, the Board of Directors approved the appointment of all six independent directors, Michael R. Splinter, Sir Peter L. Bonfield, Kok-Choo Chen, Moshe N. Gavrielov,
Yancey Hai, and L. Rafael Reif, as members of the Compensation Committee. Their respective tenures are from July 26, 2021 to July 25, 2024.
Board of Directors’ Performance Evaluation Implementation Status
Evaluation Cycle
Evaluation Period
Evaluation Scope
Evaluation Method
Evaluation Aspect
Annual
From January 1, 2021 to
December 31, 2021
● The Board of Directors
as a whole
● The individual directors
● The Audit Committee
● Internal assessment of
the Board
● Self-assessments by
each board member
The Board of Directors are assessed on the following five aspects:
1. Involvement in the Company’s operation
2. Enhancement of the quality of the board’s decision-making
3. Makeup and structure of the board
4. Election of board members and continuing knowledge development
5. Internal controls
The individual directors are assessed on the following six aspects:
1. Understanding of the Company’s goals and mission
2. Awareness of director’s duties
3. Involvement in the Company’s operations
4. Internal relationship and communication
5. Director’s professionalism and continuing knowledge development
6. Internal controls
The Audit Committee is assessed on the following five aspects:
1. Involvement in the Company’s operation
2. Awareness of the audit committee’s duties
3. Enhancement of the quality of the audit committee’s decision-making
4. Makeup of the audit committee and election of its members
5. Internal controls
The Company completed self-assessments of Board performance in 2021 and reported the results to the Board of Directors
at its first quarter meeting in 2022 for review and improvement. The weighted average score for the overall performance of
the Board of Directors is 4.73 out of 5, that included an average score of 4.8 on a particular assessment item “The board has
sufficient discussions over the Company’s involvement in the implementation of ESG programs”. The weighted average score for
the performance of the individual directors is 4.85 out of 5. As demonstrated, the overall board’s operation has been effective.
Members of the Audit Committee’s self-assessment results also 100% satisfied with the evaluation criteria.
3.3 Major Decisions of Shareholders’ Meeting
and Board Meetings
3.3.1 Major Resolutions of Shareholders’ Meeting and
Implementation Status
TSMC held 2021 Annual Shareholders’ Meeting in Hsinchu,
Taiwan on July 26, 2021. At the meeting, shareholders present
in person or by proxy approved the following resolutions:
(1) The 2020 Business Report and Financial Statements.
Consolidated revenue totaled NT$1,339.255 billion and net
income was NT$517.89 billion, with diluted earnings per
share of NT$19.97;
(2) The revisions to TSMC’s “Rules for Election of Director”; and
(3) The issuance of employee restricted stock awards for year
2021.
Directors Election: Election of ten Directors (including six
Independent Directors)
Implementation Status
All the resolutions of the Shareholders’ Meeting have been fully
implemented in accordance with the resolutions.
The ten newly elected directors were Mark Liu, C.C. Wei,
F.C. Tseng, Ming-Hsin Kung (Representative of National
Development Fund, Executive Yuan), Sir Peter L. Bonfield
(Independent Director), Kok-Choo Chen (Independent Director),
Michael R. Splinter (Independent Director), Moshe N. Gavrielov
(Independent Director), Yancey Hai (Independent Director), and
L. Rafael Reif (Independent Director).
3.3.2 Major Resolutions of Board Meetings
During 2021 and as of the date of this Annual Report, major
resolutions approved at Board meetings are summarized
below:
(1) Board Meeting of February 8 & 9, 2021:
● approving the 2020 Business Report and Financial
Statements;
● approving the distribution of a NT$2.5 per share cash
dividend for the fourth quarter of 2020, and setting
June 23, 2021 as the record date for common stock
shareholders entitled to participate in this cash dividend
distribution;
● approving distribution of employees’ business
performance bonus and profit sharing for 2020;
● approving capital appropriations of approximately
US$11,794.8 million for purposes including: 1. Fab
construction, and installation of fab facility systems;
2. Installation and upgrade of advanced technology
capacity; 3. Installation of mature and specialty
technology capacity; 4. Installation and upgrade of
advanced packaging capacity; 5. Second quarter
2021 R&D capital investments and sustaining capital
expenditures;
● approving the establishment of a wholly-owned
subsidiary in Japan to expand our 3DIC material research,
with a paid-in capital of not more than ¥18.6 billion
(approximately US$186 million);
● approving the issuance of unsecured corporate bonds
in the domestic market for an amount not to exceed
NT$120 billion (approximately US$4.4 billion), and the
provision of a guarantee to TSMC Global, a wholly-owned
foreign subsidiary of TSMC, for its issuance of US
dollar-denominated senior unsecured corporate bonds
for an amount not to exceed US$4.5 billion, to finance
TSMC’s capacity expansion and/or pollution prevention
related expenditures;
● approving the sale of up to 39,501,000 common shares
of VisEra Technologies Company Ltd. at a price of NT$240
per share to facilitate VisEra’s IPO in Taiwan;
● convening the 2021 Annual Shareholders’ Meeting,
at which shareholders will hold an election for TSMC’s
10-member Board of Directors, including 6 independent
directors;
● approving the promotion of Dr. Geoffrey Yeap as Vice
President; and
● approving the appointment of Dr. Chris Horng-Dar Lin as
Vice President and Chief Information Officer of Corporate
Information Technology.
(2) Special Board Meeting of April 22, 2021:
● approving the issuance of no more than 2,600,000
common shares of employee restricted stock awards
(RSAs) for the year 2021, which will be submitted to the
2021 Annual Shareholders’ Meeting for approval; and
● approving capital appropriation of approximately
US$2,887.0 million for the purpose of installing mature
technology capacity.
(3) Regular Board Meeting of June 8 & 9, 2021:
● in response to the COVID-19 pandemic and relevant
orders issued by the government, approving a change to
the date of TSMC’s 2021 Annual Shareholders’ Meeting
from June 8, 2021 to July 26, 2021, and the location of
the meeting will remain at Ambassador Hotel Hsinchu
(10F, No. 188, Section 2, Zhonghua Road, Hsinchu);
046
047
● approving the distribution of a NT$2.75 per share
● approving the promotion of Dr. Arthur Chuang as Vice
cash dividend for the first quarter of 2021, and setting
September 22, 2021 as the record date for common stock
shareholders entitled to participate in this cash dividend
distribution;
President ; and
● approving the promotion of Dr. L.C. Lu as TSMC Fellow
and Vice President.
(6) Regular Board Meeting of November 8 & 9, 2021:
● approving the issuance of 1,387,000 shares of 2021 employee restricted stock awards (RSAs). In order to offset dilution from
the increase of outstanding shares due to the above-mentioned issuance, the board approved a share buyback program for
TSMC to buy back its common shares on the Taiwan Stock Exchange. In addition, approving the issuance of no more than
2,960,000 common shares of RSAs for the year 2022, which will be submitted to the 2022 Annual Shareholders’ Meeting for
approval; and
● approving capital appropriations of approximately
● approving the distribution of a NT$2.75 per share cash
● convening the 2022 Annual Shareholders’ Meeting.
US$9,290.7 million for purposes including: 1. Installation
and upgrade of advanced technology capacity;
2. Installation of specialty technology capacity; 3. Fab
construction, installation of fab facility systems, and
capitalized leased assets; 4. Third quarter 2021 R&D
capital investments and sustaining capital expenditures;
and
● approving the promotion of Mr. Jonathan Lee as Vice
President.
(4) Special Board Meeting of July 26, 2021:
● unanimously re-electing Dr. Mark Liu as Chairman and
Dr. C.C. Wei as Chief Executive Officer (CEO) and Vice
Chairman.
(5) Regular Board Meeting of August 9 & 10, 2021:
● approving the distribution of a NT$2.75 per share cash
dividend for the second quarter of 2021, and setting
December 22, 2021 as the record date for common stock
shareholders entitled to participate in this cash dividend
distribution;
● approving capital appropriations of approximately
US$17,571.66 million for purposes including:
1. Installation of advanced technology capacity;
2. Installation of mature and specialty technology
capacity; 3. Installation and upgrade of advanced
packaging capacity; 4. Fab construction and installation
of fab facility systems; 5. Fourth quarter 2021 R&D capital
investments and sustaining capital expenditures;
● ratifying a donation of five million doses of BNT162b2
vaccine to the Taiwan Centers for Disease Control of the
Ministry of Health and Welfare to combat the COVID-19
pandemic in Taiwan, and the overall cost for the vaccine
which is estimated not to exceed US$175 million when
including the vaccine procurement, the necessary
cold-chain logistics, handling services, and insurance;
● approving the issuance of US dollar-denominated
unsecured corporate bonds in Taiwan’s International
Bond Market for an amount not to exceed US$1 billion,
and approving the provision of a guarantee to TSMC
Arizona, a wholly-owned foreign subsidiary of TSMC, for
its issuance of US dollar-denominated senior unsecured
corporate bonds for an amount not to exceed US$8
billion, to finance TSMC’s capacity expansion;
dividend for the third quarter of 2021, and setting
March 22, 2022 as the record date for common stock
shareholders entitled to participate in this cash dividend
distribution;
● approving capital appropriations of approximately
US$9,036.44 million for purposes including: 1. Installation
and upgrade of advanced technology capacity;
2. Installation of mature and specialty technology
capacity; 3. Installation of advanced packaging capacity;
4. Fab construction, installation of fab facility systems, and
capitalized leased assets; 5. First quarter 2022 R&D capital
investments and sustaining capital expenditures;
● approving an equity investment of no more than
US$2,123.40 million to establish a TSMC-majority-owned
subsidiary in Japan to provide foundry services; and
● approving the appointment of Mr. K.C. Hsu as Vice
Presidents.
(7) Regular Board Meeting of February 14 & 15, 2022:
● approving the 2021 Business Report and Financial
Statements;
● approving the distribution of a NT$2.75 per share cash
dividend for the fourth quarter of 2021, and setting
June 22, 2022 as the record date for common stock
shareholders entitled to participate in this cash dividend
distribution;
● approving distribution of employees’ business
performance bonus and profit sharing for 2021;
● approving capital appropriations of approximately
US$20,944.17 million for purposes including: 1.
Installation and upgrade of advanced technology capacity;
2. Installation of mature and specialty technology
capacity; 3. Installation of advanced packaging capacity;
4. Fab construction, and installation of fab facility systems;
5. Second quarter through fourth quarter 2022 R&D
capital investments and sustaining capital expenditures;
● approving the issuance of unsecured corporate bonds in
the domestic market for an amount not to exceed NT$60
billion (approximately US$2.26 billion), and the issuance
of US dollar denominated unsecured corporate bonds in
Taiwan’s International Bond Market for an amount not to
exceed US$1 billion, to finance TSMC’s capacity expansion
and/or pollution prevention related expenditures;
3.3.3 Major Issues of Record or Written Statements Made by Any Director Dissenting to Important Resolutions Passed
by the Board of Directors in 2021 and as of the Date of this Annual Report: None.
3.4 Taiwan Corporate Governance Implementation as Required by Taiwan Financial Supervisory
Commission
Assessment Item
1. Does Company follow “Taiwan Corporate Governance Implementation” to
establish and disclose its corporate governance practices?
Yes
No
V
2. Shareholding Structure & Shareholders’ Rights
(1) Does Company have Internal Operation Procedures for handling
shareholders’ suggestions, concerns, disputes and litigation matters. If
yes, has these procedures been implemented accordingly?
(2) Does Company possess a list of major shareholders and beneficial owners
of these major shareholders?
(3) Has the Company built and executed a risk management system and
“firewall” between the Company and its affiliates?
(4) Has the Company established internal rules prohibiting insider trading on
undisclosed information?
V
V
V
V
Non-
implementation
and Its Reason(s)
Same as explanation
Implementation Status
Explanation
TSMC has always followed excellent corporate governance practices, provided
the utmost in operational transparency and safeguarded shareholders’ equity.
Although the Company does not have a formal code of practice for corporate
governance, however TSMC has always been highly regarded as an industry leader
in implementing comprehensive corporate governance practices. In addition,
the Company also has a world-class Board of Directors. The Company believes
that corporate governance is based on integrity, professional management and
implementation. TSMC has been proving its excellent corporate governance in
its operating performance and continued winning of domestic and international
awards on best corporate governance company.
(1) TSMC has designated appropriate departments, such as Investor Relations
Division, Public Relations Department, Shareholders Services & SEC Compliance
Department, Legal Department, etc., to handle shareholder suggestions,
concerns, disputes or litigation matters.
(2) TSMC tracks the shareholdings of directors, officers, and top ten shareholders.
None
(3) TSMC has set up internal rules in the Company’s Internal Control System and
Affiliated Corporations Management.
(4) TSMC has established its “Insider Trading Policy” that applies to all employees,
officers and members of the Board of Directors of the Company and to any
other person having a duty of trust or confidence, with respect to transactions
in the Company’s securities. This policy prohibits any insider trading and the
Company regularly provides internal training on this issue.
(Continued)
048
049
Implementation Status
Yes
No
Explanation
Non-
implementation
and Its Reason(s)
None
Implementation Status
Yes
No
Explanation
Assessment Item
3. Composition and Responsibilities of the Board of Directors
(1) Has the Board of Directors established a diversity policy, set goals, and
implemented them accordingly?
(2) Other than the Compensation Committee and the Audit Committee
which are required by law, does the Company plan to set up other Board
committees?
(3) Has the Company established methodology for evaluating the
performance of its Board of Directors, on an annual basis, reported the
results of performance to the Board of Directors, and use the results as
reference for directors’ remuneration and renewal?
(4) Does the Company regularly evaluate its external auditors’ independence?
4. Does the Company appoint competent and appropriate corporate
governance personnel and corporate governance officer to be in charge
of corporate governance affairs (including but not limited to furnishing
information required for business execution by directors, assisting directors’
compliance of law, handling matters related to board meetings and
shareholders’ meetings according to law, and recording minutes of board
meetings and shareholders’ meetings)?
V
V
V
V
V
(1) Please refer to “3.2 Board of Directors – Board Diversity and Independence” on
page 40-41 of this Annual Report.
(2) Audit Committee (founded in 2002); Compensation Committee (founded
in 2003); ESG Steering Committee (founded in 2019): is formed by the
Company’s management team and chaired by Chairman Mark Liu; ESG
Committee (founded in 2011): is formed by the Company’s executive team
and reports quarterly to the Board of Directors on the implementation of plans
and results.
(3) As TSMC’s corporate governance concept, the Board of Director’s primary
responsibility is to supervise, evaluate the management’s performance and
dismiss officers of the Company when necessary, resolve the important,
concrete matters and provide guidance to the management team. TSMC’s
Board of Directors consists of distinguished members with a great breadth of
experience as world-class business leaders or professionals and adhere high
ethical standards and commitment to the Company. Each quarter’s Board
Meeting is last for two days. Company’s resolutions are determined in board
meeting, also business strategy and future orientation are discussed in the
meeting, in order to create best interest for shareholders. Based on TSMC’s
operating performance and local/international awards of best corporate
governance, it certainly proves the Company’s excellent performance of Board
of Directors.
TSMC implemented Board performance evaluations in 2021. Through self-
assessment surveys via questionnaire, performance evaluation will be annually
completed by the Board as a whole, by individual directors and by the Audit
Committee.
The Board of Directors are assessed on the following five aspects:
1. Involvement in the Company’s operation
2. Enhancement of the quality of the board’s decision-making
3. Makeup and structure of the board
4. Election of board members and continuing knowledge development
5. Internal controls
The individual directors are assessed on the following six aspects:
1. Understanding of the Company’s goals and mission
2. Awareness of director’s duties
3. Involvement in the Company’s operations
4. Internal relationship and communication
5. Director’s professionalism and continuing knowledge development
6. Internal controls
The Audit Committee is assessed on the following five aspects:
1. Involvement in the Company’s operation
2. Awareness of the audit committee’s duties
3. Enhancement of the quality of the audit committee’s decision-making
4. Makeup of the audit committee and election of its members
5. Internal controls
The Company completed self-assessments of Board performance in 2021 and
reported the results to the Board of Directors at its first quarter meeting in
2022 for review and improvement. The weighted average score for the overall
performance of the Board of Directors is 4.73 out of 5, that included an
average score of 4.8 on a particular assessment item “The board has sufficient
discussions over the Company’s involvement in the implementation of ESG
programs”. The weighted average score for the performance of the individual
directors is 4.85 out of 5. As demonstrated, the overall board’s operation has
been effective. Members of the Audit Committee’s self-assessment results also
100% satisfied with the evaluation criteria.
(4) The Audit Committee annually evaluates the independence of external
auditors and reports the same to the Board of Directors. Please refer to “3.9.4
Evaluation of the External Auditor’s Independence” on page 62 of this Annual
Report.
The Board of Directors appointed the Vice President of Legal and General Counsel
of TSMC as the Corporate Governance Officer. TSMC’s Corporate & Compliance
Legal Division, which directly reports to the General Counsel, is in charge of
assisting in related affairs, including handling of matters relating to Board, Audit
Committee, Compensation Committee and Shareholders’ meetings in compliance
with law, assistance in onboarding and continuing education of directors,
provision of information required for performance of duties by directors, and
assistance in directors’ compliance of law, etc.
Assessment Item
5. Has the Company established a means of communicating with its
Stakeholders (including but not limited to shareholders, employees,
customers, suppliers, etc.) or created a Stakeholders Section on its Company
website? Does the Company respond to stakeholders’ questions on
corporate responsibilities?
6. Has the Company appointed a professional registrar for its Shareholders’
Meetings?
7. Information Disclosure
(1) Has the Company established a corporate website to disclose information
regarding its financials, business and corporate governance status?
(2) Does the Company use other information disclosure channels (e.g.
maintaining an English-language website, designating staff to handle
information collection and disclosure, appointing spokespersons,
webcasting investors conference etc.)?
(3) Does the Company announce and report the annual financial statements
within two months after the end of the fiscal year, and announce and
report the first, second, and third quarter financial statements as well as
the operating status of each month before the prescribed deadline?
8. Has the Company disclosed other information to facilitate a better
understanding of its corporate governance practices (e.g. including but
not limited to employee rights, employee wellness, investor relations,
supplier relations, rights of stakeholders, directors’ training records, the
implementation of risk management policies and risk evaluation measures,
the implementation of customer relations policies, and purchasing insurance
for directors)?
V
V
V
V
V
V
Non-
implementation
and Its Reason(s)
None
None
None
Depending on the situation, the Company’s Investor Relations Division, Public
Relations Department, Shareholders Services & SEC Compliance Department,
Human Resources Organization, Customer Service Department and Procurement
Department will communicate with stakeholders. We also have publicly disclosed
the contact information of our corporate spokesperson and relevant departments.
Also, we have a stakeholder section on our corporate website to address our
corporate social responsibilities and any other issues. For details, please refer
to “7. Environmental, Social and Governance (ESG)” on page 140-163 of this
Annual Report and “Materiality Analysis and Stakeholder Communication” of
TSMC’s Sustainability Report.
We have appointed China Trust as registrar for our Shareholders’ Meetings.
(1) TSMC discloses its financials business and corporate governance status on its
website at http://www.tsmc.com (in Chinese and English). TSMC’s American
Depositary Receipt (ADR) is listed on the New York Stock Exchange (NYSE).
As a foreign issuer, TSMC must comply with NYSE’s rules. We have been
operating in accordance with NYSE listing standards, and have been disclosing
the major differences between our corporate governance practices and U.S.
corporate governance practices. Please see https://www.tsmc.com/download/
ir/NYSE_Section_303A.pdf.
(2) TSMC has designated appropriate departments (e.g. the Investor Relations
Division, Public Relations Department, Shareholders Services & SEC Compliance
Department, etc.) to handle the collection and disclosure of information as
required by the relevant laws and regulations of Taiwan and other jurisdictions.
TSMC has designated spokespersons as required by relevant regulations.
TSMC provides live audio webcasts and replays of investor conferences on its
website.
(3) TSMC follows relevant laws and regulations to announce and report the
annual financial statements within two months after the end of the fiscal
year, and announce and report the first, second, and third quarter financial
statements as well as the operating status of each month before the
prescribed deadline. Please refer to Market Observation Post System for the
aforementioned disclosure.
(1) For employee rights and employee wellness, please refer to “5.6 Human
None
Capital” on page 104-111 of this Annual Report.
(2) For investor relations, supplier relations and rights of stakeholders, please refer
to “7. Environmental, Social and Governance (ESG)” on page 140-163 of this
Annual Report.
(3) For Directors’ training records, please refer to “Continuing Education/Training
of Directors in 2021” on page 51-52 of this Annual Report.
(4) For Risk Management Policies and Risk Evaluation, please refer to “6.3 Risk
Management” on page 125-137 of this Annual Report.
(5) For Customer Relations Policies, please refer to “5.4 Customer Trust” on page
100-102 of this Annual Report.
(6) TSMC maintains D&O Insurance for its directors and officers.
9. The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange
TSMC was ranked in top 5% in Corporate Governance Evaluation over the years. The improvement status in 2021 is as follows:
(1) Performance evaluation of the Board of Directors: TSMC has conducted Board performance evaluations on an annual basis since 2020. The Company completed self-assessments of Board performance in
2021 and reported the results to the Board of Directors at its first quarter meeting in 2022 for review and improvement.
(2) ESG Report: TSMC’s ESG Report has been reported to the Board of Directors in increasing regularity from semiannual to quarterly.
(3) TSMC’s intellectual property management received a AAA (the highest tier) certificate by Taiwan Intellectual Property Management System (TIPS) in December 2021, valid for 3 years.
Continuing Education/Training of Directors in 2021
The major training methods of Directors include:
● At quarterly Board meetings, TSMC management presents updates on the Company’s business, regulatory developments and
other information;
None
● The Company arranges speeches on politics, economics, regulatory compliance, etc.;
● At quarterly Audit Committee meetings, TSMC’s General Counsel and the Company’s independent auditors provide regulatory
update reports; and
● Directors participate in externally-provided training courses as needed.
In addition, from time to time, Directors are invited by other parties to give speeches on corporate governance and related topics.
(Continued)
050
051
Name
Mark Liu (Note)
F.C. Tseng
Date
04/06
04/21
05/11
06/02
09/09
09/16
09/30
10/22
10/27
11/26
12/03
11/23
Host by
Training/Speech Title
Taipei Computer Association
“Taiwan Climate Alliance” Preparation Meeting
Economy Daily News
IEEE
2021 Master’s Mind Forum – New Economy, Opportunities, and Challenges
2021 VIC (Vision, Innovation, and Challenges) Summit and Honors Ceremony
World Semiconductor Council (WSC)
WSC Meeting
Asia Business Council
2021 Autumn Forum
● Round-Robin Discussion
● Investing Sustainably: Purpose, People and Planet
● What will Asia look like in 2030?
Duration
1.5 hours
2.5 hours
2 hours
2 hours
4.5 hours
CommonWealth Magazine
2021 Excellence in Corporate Social Responsibility Lecture and Award Ceremony
1.5 hours
Asian Business Council and the Cambridge Institute for
Sustainability Leadership
Event on COP26 and the Race to Zero: How Asian Companies Can Contribute to
a Zero-Carbon World
Taiwan Semiconductor Industry Association
2021 TSIA Annual Online Convention: Digital Transformation for Company and
Enterprise
Taiwan Federation of Industry
Sustainable Development Research Committee
K.T. Li Foundation for Development of Science and
Technology
2021 K.T. Li Memorial Forum: Road to a New Century in Taiwan Semiconductor
Industry
Accounting Research and Development Foundation
Various Perspectives on New Policies of Sustainable Development, Climate
Governance and Low-Carbon Management
1.5 hours
1.5 hours
2 hours
4 hours
6 hours
Moshe N. Gavrielov
09/15-17
McKinsey & Company
T-30 From unprecedented disruption…to unprecedented innovation
16 hours
Yancey Hai
02/24
07/29
Taiwan Corporate Governance Association
From the fragmentation and reconstruction of the American dream-The future of
Taiwan/US/China trilateral relations
Taiwan Corporate Governance Association
Directors’ duties and responsibilities
3 hours
3 hours
Note: Selected speeches on corporate governance and related topics.
Continuing Education Training of Corporate Governance Officer in 2021
Name
Vice President and
General Counsel
Corporate Governance
Officer
Sylvia Fang
Date
02/05
09/17
09/29
10/06
12/10
Host By
Training/Speech Title
Duration
Ministry of Economic Affairs, R.O.C.
Prospect of Taiwan-U.S. Supply Chain Cooperation on Semiconductor Roundtable
2 hours
Taiwan Corporate Governance Association
Quickly Interpret and Prepare the ESG Disclosure Requirements of Corporate
Governance 3.0
Taiwan Semiconductor Industry Association (TSIA)
Sharing the Relevant Practices of the Company’s Trade Secret Protection at TSIA
Board of Directors and Supervisors Meeting
Ministry of Science and Technology, R.O.C.
Ministry of Justice, R.O.C.
2021 Foreign Company and Enterprise Integrity Forum-A Technology-
empowered Future and Compliance & Integrity in the Age of Globalization
Intellectual Property Office, Ministry of Economic Affairs,
R.O.C.
Taiwan Association for Trade Secret Protection
2021 Trade Secret Protection Practice Conference
3 hours
1 hour
3 hours
5 hours
3.5 Code of Ethics and Business Conduct
Ethics at TSMC
“Integrity” is TSMC’s most important core value. TSMC strictly adheres to the highest standards of integrity and promotes good
ethical behavior to sustain the hard-earned trust and confidence of its shareholders, customers, suppliers, employees and the
general public – constantly and vigilantly promoting integrity, fairness, and transparency in all that we say and do. We have zero
tolerance for corruption, refrain from bribery, fraud, embezzlement of corporate assets, and prohibit the advancement of personal
interests at the expense of or in conflict with TSMC. At the heart of our corporate governance culture is the “TSMC Ethics and
Business Conduct Policy” (Ethics Code). The Ethics Code requires that each employee bear a heavy personal responsibility to preserve
and to protect TSMC’s ethical values and reputation. At the same time, we have formulated the “TSMC’s Supplier Code of Conduct”
as well to ensure our suppliers understand and follow the Ethics Code and together fulfill our corporate social responsibilities.
Specifically, every TSMC employee must adhere to the following:
● Do not advance personal interests at the expense of or in conflict with the Company;
● Refrain from corruption (including collusion with others), bribery, unfair competition, fraud, extortion, embezzlement, and waste
or abuse of corporate assets;
● Avoid any improper efforts to influence the decisions of
anyone, including government officials, agencies, as well as
TSMC’s customers and suppliers;
● Do not undertake any practices detrimental to TSMC, to the
environment, or to society;
● Procure all of our raw materials from socially responsible
sources;
● Protect proprietary information of TSMC, our customers and
suppliers; and
● Abide by the letter of all applicable laws, rules and
regulations.
Intellectual Property Protection: In order to build and
sustain an environment of innovation, technology leadership,
and sustainable profitable growth, the Ethics Code requires
that TSMC promote business relationships founded upon
an unwavering respect for the intellectual property rights,
proprietary information and trade secrets of TSMC, our
customers, and others.
Public Disclosures: TSMC’s officers, especially our CEO,
CFO, and General Counsel, with oversight from our Board,
are responsible for the full, fair, accurate, timely, and
understandable financial accounting and financial disclosure
in reports and documents filed by the Company with securities
authorities and in all TSMC public communications and
disclosures. TSMC has a variety of measures in place to ensure
compliance with these disclosure obligations.
Any modification to the Ethics Code requires the approval of
our Audit Committee to ensure our ethics compliance program
is independently reviewed against corporate best practices.
Ethics Code Implementation
High Standard of Ethics Culture: Our ethics program is
implemented in four ways by all of TSMC’s Board members,
officers, and employees. First, the TSMC management team
sets the “tone from top” by acting in accordance with the
Ethics Code so that they will be an example to all stakeholders.
Second, working-level managers are responsible for ensuring
their staff’s understanding of and compliance with applicable
rules and regulations. Third, TSMC encourages an environment
of open communications in discussing any questions related
to the Ethics Code. Any employee may consult his or her direct
supervisors, Human Resources or Legal to obtain timely advice.
Lastly, TSMC requires all employees to stay vigilant and report
any noncompliance by anyone to their supervisors, the function
head of Human Resources, the responsible corporate senior
management appointed by CEO that oversees the Ombudsman
system, or to the Chairman of the Company’s Audit Committee
directly.
Self-Assessment of All Departments and Employees:
Self-assessment of all departments and employees is an
important part of our ethics compliance program. All TSMC
departments and subsidiaries are required to conduct
Control Self-Assessment (CSA) tests annually in reviewing
employees’ awareness of the Ethics Code, and to evaluate
and strengthen the effectiveness of internal control related
to the Ethics Code. The CSA results are reviewed to track the
results of our compliance program. In addition, all employees
must disclose any matters that cause, or may cause, actual
or potential conflict of interest. In addition to this proactive
disclosure requirement, employees with specific job grades
or job responsibilities must annually declare any relationships
that may constitute a conflict of interest, which enables TSMC
to take necessary arrangements and report the results to the
Audit Committee.
Internal Auditing: The Internal Auditor of TSMC plays a critical
role in ensuring the Company’s compliance with the Ethics
Code and relevant rules and regulations. To ensure that our
financial, managerial, and operating information is accurate,
reliable, and timely and that our employees’ actions are in
compliance with applicable policies, standards, procedures,
laws and regulations, our Internal Auditor conducts audits of
various control points within the Company in accordance with
its annual audit plan approved by the Board of Directors and
subsequently reports its audit findings and remedial issues to
the Board and management on a regular basis.
Training and Promotion: To promote awareness to our
employees of their responsibilities under the Ethics Code, we
publish our Ethics Code and related policies and documents
on our intranet and, provide training courses, posters, emails,
and internal news articles. In terms of training courses, TSMC
not only provides annual online course on the Ethics Code
and requires all employees to complete the training, as well
as face-to-face training courses delving into more specific
ethics-related topics for targeted employees. In 2021, there
were 59,366 attendances that completed the“Annual Ethics
and Compliance Training Course” (mandatory 0.5 hour
online course) at TSMC and its subsidiaries, reaching 99.9%
completion rate.
In addition to our internal compliance efforts, we expect
and assist our business partners such as customers and
suppliers, and any other entities with whom we deal (include
052
053
consultants or third party agents who act for or on behalf of TSMC) to recognize and understand TSMC’s ethical standards to fulfill
our responsibilities as a corporate citizen. For instance, we require all of our suppliers to declare in writing that they will respect
and comply with TSMC’s ethical standards and culture. TSMC is a full member of the Responsible Business Alliance (RBA, formerly
the (Electronic Industry Citizenship Coalition, EICC)), dedicated to global supply chain sustainability. In addition to adopting the
RBA Code of Conduct at all of its facilities, TSMC applied the RBA’s standards to enhance our audit program of our suppliers and
relevant business partners. We provide training and communicate our ethical culture to our suppliers through live seminars and
online programs to prevent any unethical conduct and detect any sign of Ethics Code violations. In 2021, we held a sustainable
supply chain ESH forum to share/exchange practical experiences on topics such as the Ethics Code, environmental protection, and
occupational safety. In total, 229 attendees from 102 suppliers participated (including through online meeting) in these activities.
We also exchange views on appropriate business conduct and TSMC’s ethical standards and implementation status with our
customers as part of customer audit programs.
Reporting Channels and Whistleblower Protection
TSMC has established and published its “Complaint Policy and Procedure for Certain Accounting & Legal Matters” and pledges
to comply with the relevant regulations in the policy. Open and multiple reporting channels are available for internal and external
voices to protect the rights and interests of stakeholders and the Company. All reported incidents collected from reporting channels
inside or outside of TSMC are properly recorded and traced. TSMC also prohibits any form of retaliation by providing proper
protection for any individual who in good faith reports a suspected violation or participates in an investigation. In 2021, the Ethics
Committee held a total seven meetings to examine major reported incidents under investigation.
TSMC investigates each individual case according to its characteristics through specific divisions, and treats every received case
seriously, carefully, and effectively to ensure the accuracy of the investigation. The TSMC Ethics Committee will evaluate each case
to determine whether it is an exceptional case or whether it results from systemic issues of insufficient awareness in ethics. This
allows TSMC to continue evaluating whether it is necessary to improve its management and internal control procedures. Awareness
such as emails to employees describing the violations and disciplinary actions in each quarter are conducted to promote employees'
awareness and avoid recurrence of similar incidents.
In 2021, TSMC did not receive any reports related to finance, accounting or antitrust matters, nor did we receive any complaints
concerning breach of customer privacy and loss of customer data, or any material regulatory violations (where a fine exceeds NT$1
million).
In 2021, the incidents reported through the Audit Committee Whistleblower System, Ombudsman System, and Irregular Business
Conduct Reporting System totaled 327. Among them, 207 cases were related to people management/employee relations, 103 cases
were categorized as others (e.g., asking personal questions or private matters), and 17 cases were related to ethics. Four incidents
were verified upon investigation and determined for disciplinary action by the Ethics Committee. In 2021, TSMC leveraged the
four violations to strengthen ethics promotion for all employees in supplier-related activities. Below is a summary of the number of
reported incidents.
Year
Total reported cases
Ethics-related cases
Cases investigated and verified as ethics violations
Sexual Harassment Investigation Committees Formed
Cases investigated and verified as violations
FY2017
FY2018
FY2019
FY2020
113
20
4
7
3
150
14
1
3
3
205
26
2
4
4
246
22
6
4
2
FY2021
327
17
4 (Note 1)
14
11 (Note 2)
Note 1: Of the four verified cases: One incident involved an employee who failed to complete equipment test as scheduled and asked a vendor to falsify the completion test report. The employee was
dismissed. One incident involved several employees who misused company resources for personal gains or facilitated the misuse of those resources. The company took progressive disciplinary
actions according to the nature and severity of each misconduct, including dismissal for some employees. One incident involved an employee who approached vendors for business without
authorization in pursuit of personal interest. The employee was dismissed. One incident involved an employee who mistreated certain vendors and received a warning.
Note 2: Employees who violated Company sexual prevention policy were disciplined by the Company based on the case-by-case nature and severity of the verified misbehaviors. Since these violations
involved various inappropriate behaviors, company leveraged the violations to educate employees what kinds of behaviors could be viewed as sexual harassment and the consequences in 2021
TMSC annual sexual harassment prevention training so as to raise employees’ awareness.
054
Ethics Code Violation Disciplinary Action
We do not tolerate any violation of the Ethics Code and treat every possible violation incident seriously. Each violator of the
Ethics Code (or relevant regulations) will be severely disciplined to the full extent of our policies and the law, up to and including
immediate dismissal, termination of business relationship, and judicial prosecution as appropriate.
3.5.1 Taiwan Corporate Conduct and Ethics Implementation as Required by the Taiwan Financial Supervisory
Causes for the
Difference
None
Commission
Assessment Item
Yes
No
Summary
Implementation Status
1. Establishment of Corporate Conduct and Ethics Policy and Implementation
Measures
(1) Does the company have a clear ethical corporate management policy
approved by its Board of Directors, and bylaws and publicly available
documents addressing its corporate conduct and ethics policy and
measures, and commitment regarding implementation of such policy
from the Board of Directors and the top management team?
V
(2) Whether the company has established an assessment mechanism for
V
the risk of unethical conduct; regularly analyzes and evaluates within a
business context, the business activities with a higher risk of unethical
conduct; has formulated a program to prevent unethical conduct with
a scope no less than the activities prescribed in paragraph 2, Article 7
of the Ethical Corporate Management Best Practice Principles for TWSE/
GTSM Listed Companies?
(1) Integrity is the most important core value of TSMC’s culture. TSMC is committed
to acting ethically in all aspects of our business. We have established TSMC Code
of Ethics and Business Conduct (the “Ethics Code”) to require that each employee
bears a heavy personal responsibility to uphold TSMC’s ethics value. For more
details on the Ethics Code and the measures that TSMC Board of Directors (the
“Board”) and the management team take to ensure compliance of the Ethics Code
please refer to TSMC’s Annual Report and the Sustainability Report.
(2) At the heart of our corporate governance culture is the Ethics Code that applies
to TSMC and its subsidiaries, and this Ethics Code requires that each employee
bears a heavy personal responsibility to preserve and to protect TSMC’s ethical
values and reputation and to comply with various applicable laws and regulations.
Specific requirements under the Ethics Code could be found in our Annual Report.
In addition, to educate and remind our employees of their responsibilities under
the Ethics Code, we publish our Ethics Code, relevant policies and documents on
our intranet and promote its awareness through training courses, posters, emails,
and internal news articles. Furthermore, to ensure that our conduct meets relevant
legal requirements and the highest ethical standards under the Ethics Code, TSMC
provides multiple channels for reporting business conduct concerns. Please refer to
Assessment Item 3 for details.
We do not tolerate any violation of the Ethics Code and treat every possible
violation incident seriously. Each violator of the Ethics Code (or relevant
regulations) will be severely disciplined to the full extent of our policies and
the law, up to and including immediate dismissal, termination of business
relationship, and judicial prosecution as appropriate.
(3) Whether the company has established relevant policies that are duly
enforced to prevent unethical conduct, provided implementation
procedures, guidelines, consequences of violation and complaint
procedures, and periodically reviews and revises such policies?
V
(3) Under the framework of the Ethics Code, TSMC has established a regulatory
compliance program that includes policies, guidelines and procedures in other
policy areas, including: Corporate Governance, Securities Laws, Anti-corruption,
Anti-harassment, Anti-discrimination, Labor Laws, Anti-trust (unfair competition),
Environmental Protection, Safety and Health, Export Control, Financial Reporting,
Insider Trading, Intellectual Property, Proprietary Information Protection (PIP),
Personal Data Protection, Record Retention and Disposal, as well as procuring
certain raw materials from socially responsible sources (Conflict-free Minerals).
The above-mentioned policies are crucial in facilitating overall compliance with
the Ethics Code. TSMC provided an “Annual Ethics and Compliance Training
Course” (mandatory 0.5 hour online course) covering various important regulatory
compliance topics and a total of 59,366 (99.9% completion rate) employees
(including employees in subsidiaries) completed this training course. TSMC, its
employees and its subsidiaries are expected to fully understand and comply with
all laws and regulations that govern our businesses, as well as relevant policies,
guidelines and procedures, and make ethical decisions in every circumstance.
The Internal Auditor of TSMC also plays a critical role in ensuring the Company’s
compliance with the Ethics Code and relevant rules and regulations. To ensure
that our financial, managerial, and operating information is accurate, reliable, and
timely and that our employee’s actions are in compliance with applicable policies,
standards, procedures, laws and regulations, our Internal Auditor conducts audits
of various control points within the Company in accordance with its annual
audit plan approved by the Board of Directors and subsequently reports its audit
findings and remedial issues to the Board and Management on a regular basis.
(Continued)
055
Yes
No
Summary
Implementation Status
Causes for the
Difference
None
Assessment Item
4. Information Disclosure
Yes
No
Summary
Implementation Status
Causes for the
Difference
None
Assessment Item
2. Ethic Management Practice
(1) Whether the company has assessed the ethics records of whom it has
business relationship with and include business conduct and ethics
related clauses in the business contracts?
(2) Whether the company has set up a unit which is dedicated to promoting
the company’s ethical standards and regularly (at least once a year)
reports directly to the Board of Directors on its ethical corporate
management policy and relevant matters, and program to prevent
unethical conduct and monitor its implementation?
(3) Whether the company has established policies to prevent conflict of
interests, provide appropriate communication and complaint channels
and implement such policies properly?
(4) To implement relevant policies on ethical conducts, has the company
established effective accounting and internal control systems, audit
plans based on the assessment of unethical conduct, and have its ethical
conduct program audited by internal auditors or CPA periodically?
V
V
V
V
(1) We expect and assist our customers, suppliers, business partners, and any other
entities with whom we deal (such as consultant or third party agents who act
for or on behalf of TSMC) to understand and act in accordance with TSMC’s
ethical standards. For instance, we require all of our suppliers to declare in writing
that they will respect and comply with TSMC’s ethical standards and culture.
In addition to periodic audit, we provide training and communicate our ethical
culture to our suppliers through live seminars or online programs to prevent any
unethical conduct. We exchange views on appropriate business conduct and
TSMC’s ethical standards with our customers as part of customer audit programs.
(2) TSMC’s Board of Directors strives to perform the responsibilities of supervising the
corporate conduct and ethics compliance practice through the Audit Committee
and the Compensation Committee, the hiring of a financial expert consultant for
the Audit Committee, and coordination with the Internal Audit department. The
General Counsel and the Corporate & Compliance Legal Division (which directly
reports to the General Counsel) promotes, the Company’s ethical standards,
and the General Counsel reports quarterly to the Board on the implementation
status. In addition, both the responsible senior manager appointed by the CEO
to oversee the Ombudsmen system and Internal Auditors update the Board on
ethical standards and compliance issues on a regular basis. Moreover, TSMC’s
officers, especially our CEO, CFO, and General Counsel, with oversight from our
Board, are responsible for the full, fair, accurate, timely, and understandable
financial accounting and financial disclosure in reports and documents filed by
the Company with securities authorities and in all TSMC public communications
and disclosures.
(3) TSMC requires newly hired employees to declare any conflict of interest situation
as appropriate. In addition, according to the Ethics Code, all employees must
declare any actual or potential conflict of interest). Furthermore, employees
with specific job grades or positions need to complete the conflict of interest
declarations annually.
(4) TSMC continues maintaining the integrity of its financial reporting processes
and controls and establishes appropriate internal control systems for preventing
higher potential unethical conduct, and the Internal Auditors formulate annual
audit plans based on the results of the risk assessment and subsequently reports
its audit findings and remedial issues to the Board and Management on a regular
basis. In addition, all departments and subsidiaries of TSMC are also required to
conduct Control Self-Assessment (CSA) tests annually to review the effectiveness of
the internal control system.
(5) Does the company provide internal and external ethical conduct training
V
(5) Training is a major component of our compliance program, conducted
programs on a regular basis?
3. Implementation of Complaint Procedures
(1) Does the company establish specific complaint and reward procedures,
set up conveniently accessible complaint channels, and designate
responsible individuals to handle the complaint received?
(2) Whether the company has established standard operation procedures
for investigating the complaints received, follow-up measures after
investigation are completed, and ensuring such complaints are handled in
a confidential manner?
throughout the year to refresh TSMC’s employees’ commitment to ethical
conduct, and to get updated information on laws and regulations related to their
daily operations. Please refer to Assessment Item 1 for more information regarding
the training courses. As for our suppliers, we communicate our ethical culture to
our business partners through live seminars or online programs to ensure their
fully understanding of our commit to ethical conduct.
None
(1) TSMC’s Audit Committee approved and TSMC has implemented the
“Complaint Policy and Procedures for Certain Accounting and Legal Matters”
and “Procedures for Ombudsman System” that allow employees or any
whistleblowers with relevant evidence to report any financial, legal, or ethical
irregularities anonymously through either the Ombudsman or directly to the
Audit Committee. TSMC also requires all employees to stay vigilant and whistle-
blow any noncompliance by anyone to their supervisors, the function head of
Human Resources, the responsible corporate senior manager that oversees the
Ombudsmen system, or to the Chairman of the Company’s Audit Committee
directly.
(2) TSMC treats any complaint and the investigation thereof in a confidential and
sensitive manner, as is clearly stated in our bylaws.
V
V
(3) Does the company adopt proper measures to prevent a complainant from
V
retaliation for his/her filing a complaint?
(3) TSMC strictly prohibits any form of retaliation against any individual who in good
faith reports or helps with the investigation of any complaint, as is clearly stated
in our bylaws.
(Continued)
Does the company disclose its guidelines on business ethics as well as
information about implementation of such guidelines on its website and
Market Observation Post System (MOPS)?
V
TSMC provides the guidelines and informative articles related to ethics and honorable
business conduct on its internal website (in both Chinese and English) for employees’
easy access. In addition, TSMC posts its Annual Report (which is also available at the
MOPS) and Sustainability Report on its external website (in both Chinese and English,
available at: http://www.tsmc.com) to disclose TSMC Ethics Code and the information
about implementation of the Ethics Codes.
5. If the company has established corporate governance policies based on Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe any discrepancy between the
policies and their implementation.
TSMC has established the Ethics Code to require that all employees, officers and board members comply with the Ethics Code and the other policies and procedures. There is no discrepancy between the Ethics
Code, including its affiliate policies and procedures, and its implementation. For more details, please refer to “3.5 Code of Ethics and Business Conduct” on page 52-57 of this Annual Report.
6. Other important information to facilitate better understanding of the company’s corporate conduct and ethics compliance practices (e.g., review the company’s corporate conduct and ethics policy).
In 2021, TSMC added the “anti-intimacy” clause to its “Ethics Code” to maintain the professional workplace environment with the highest ethical standards. For the others regarding details on the
implementation of TSMC’s corporate conduct and ethics, please refer to “3.5 Code of Ethics and Business Conduct” on page 52-57 of this Annual Report.
3.6 Regulatory Compliance
TSMC’s compliance systems are comprised of a series of legislation monitoring, developing and implementation of effective
compliance policies and programs, training, and maintaining open reporting channels.
Legislative Monitoring
TSMC operates in many countries. To comply with governing legislation, applicable laws, regulations and regulatory expectations,
we closely monitor domestic and foreign government policies and regulatory developments that could materially impact TSMC’s
business and financial operations. Our Legal organization periodically updates our relevant internal departments, management
and the Audit Committee of applicable regulatory changes so that internal teams ensure compliance with new regulatory
requirements in a timely manner. We are also a proactive advocate for legislative and regulatory reform, and our comments and
recommendations on legal reforms to the government have been accepted constructively. TSMC is increasingly dedicated to
identifying potential regulatory issues and will continue to be involved in advocating public policy changes that foster a positive and
fair business environment.
Policy and Compliance Program Development and Implementation
Under the framework of the Ethics Code, TSMC has established a regulatory compliance program that includes policies, guidelines
and procedures in different compliance areas, including: Corporate Governance, Securities Laws, Anti-corruption, Anti-harassment,
Anti-discrimination, Labor Laws, Antitrust (unfair competition), Environmental Protection, Safety and Health, Export Control,
Financial Reporting, Insider Trading, Intellectual Property, Proprietary Information Protection (PIP), Personal Data Protection, Record
Retention and Disposal, as well as procuring certain raw materials from socially responsible sources (Conflict-free Minerals). It is our
belief that these policies are crucial in strengthening overall compliance with the Ethics Code and compliance program. TSMC, its
employees and its subsidiaries are expected to fully understand and comply with all laws and regulations that govern our businesses,
as well as internal relevant policies, guidelines and procedures, and make ethical decisions in every circumstance.
Compliance Awareness Training
Training is one of the major components of our regulatory compliance program. To get updated information on laws and
regulations related to their daily operations and to strengthen TSMC’s employees’ commitment to ethical conduct through regular
promotion and training courses. Highlights of our training include:
056
057
● Multiple Types for Training and Promotion: TSMC enriches employees’ information sources for regulatory compliance through
various promotion activities. Awareness promotion emails to employees, posters at our facilities, and compliance guidelines, news
articles, tips and FAQs which our employees can access through our intranet;
● Customized Face-to-face Training Courses for Different Business Attributes: Face-to-face seminars focusing on specific topics
such as Anti-Corruption, PIP, Intellectual Property, Personal Data Protection, Export Control Management and Anti-trust (unfair
competition). Training is made mandatory for those employees whose jobs are especially relevant to a particular topic to ensure
sufficient awareness of relevant laws and internal policies;
● Various on-line courses available to employees at any time: On-line learning programs updated frequently to provide most
up-to-date information and timely and flexible access for employees to understand the law and key compliance issues, covering
topics of Corporate Governance, Securities Laws, Anti-corruption, Anti-harassment, Anti-discrimination, Labor Laws, Anti-trust
(unfair competition), Environmental Protection, Safety and Health, Export Control, Financial Reporting, Insider Trading, Intellectual
Property, Proprietary Information Protection (PIP), Personal Data Protection, Record Retention and Disposal, as well as “Conflict-free
Minerals” among others. The course contents will be updated with changes in applicable laws or TSMC internal policies to ensure
the timeliness and accuracy of the course contents;
● Continuous Training of the Legal Team: TSMC’s Legal team actively participate in external professional courses held in Taiwan or
abroad to receive current developments of new laws and regulations and track the latest developments in various professional
legal fields, and for its lawyers to comply with applicable continuing legal education requirements. External experts are also invited
to give in-house lectures on key issues.
Reporting Channels
TSMC provides multiple channels for reporting business conduct concerns to ensure that our conduct meets relevant legal
requirements and the highest ethical standards under the Ethics Code. For more details about the reporting channels, please refer to
“3.5 Code of Ethics and Business Conduct” on page 52-57 of this Annual Report.
Major Accomplishments
In 2021, TSMC achieved several major accomplishments in regulatory compliance. Externally, in addition to fulfilling the
Company’s obligations toward regulatory compliance matters, TSMC exercised its civic duties as a responsible corporate citizen by
providing feedback on current regulations and regulations in legislation, with the intent to improve Taiwan’s industrial investment
environment, enhance economic development, and help align domestic laws with international law. Furthermore, TSMC continues
to focus on the topics related to the Company Law, the Securities and Exchange Act, intellectual property protection and
environment protection. In addition, TSMC assisted government agencies to promote trade secrets and its protection regulations,
and shared TSMC’s practices and experiences on labor rights, regulatory compliance system and reporting channel with outside
institutions.
Internally, TSMC provides multiple courses about legal and regulatory compliance. The important achievements are as follows:
● Ethics and Compliance: TSMC provided an “Annual Ethics and Compliance Training Course” (mandatory 0.5 hour online course)
covering various important regulatory compliance topics and a total of 59,366 employees (including employees in subsidiaries)
completed this training course (99.9% completion rate) – with all production staffs were starting from 2019.
● Export Compliance: TSMC’s export management system (EMS) and policy have been in place for a number of years. It aims to
ensure that TSMC and its subsidiaries comply with all applicable regulations covering the export of information, technologies,
products, materials and equipment. TSMC’s EMS was certified in September 2012 by the Bureau of Foreign Trade, the Taiwan
regulator, as a qualified ICP (Internal Compliance Program) exporter. In 2021, TSMC successfully extended the validity period of its
ICP certificate to October 2024. In addition, TSMC implements “No ECCN, No Shipment” control and customers are required to
provide end use and export control classification number (ECCN) of their products, among other required information, for TSMC to
apply for applicable export licenses. To further enhance relevant employees’ awareness of the export control requirements, in 2021
TSMC altogether provided 6 on-line meeting sessions and a targeted on-line learning program to employees in relevant functions –
a total of 2,895 employees completed the program as requested.
● Supplier Management: TSMC shares and exchanges practical experiences with suppliers with sales offices in Taiwan by holding
a sustainable supply chain ESH forums on topics such as Ethics Code, environmental protection and occupational safety. In
total, 229 attendees from 102 suppliers were participated (including through on-line meeting) in these activities even during the
pandemic.
● Conflict-Free Supply Chain: As a recognized global leader in the Hi-tech supply chain, we acknowledge our corporate social
responsibility to strive to procure conflict-free minerals in an effort to recognize humanitarian and ethical social principles that
protect the dignity of all persons. Meanwhile, we have implemented a series of compliance safeguards in accordance with industry
leading practices, requesting suppliers to fill in the “Conflict Minerals Reporting Template” and sign the “TSMC Conflict-Free
Minerals Declaration” every year. TSMC will continuously make progress to ensure a conflict-free supply chain.
● Personal Data Protection: Because of the importance of personal data protection, TSMC periodically reviews the Rules of Privacy
and Personal Data Protection and external and internal privacy policies to identify the needs to update such documents. Based on
current personal data protection laws and risks, TSMC conducts an annual training on privacy and personal data protection to
enhance employees’ awareness and compliance. In addition, the Personal Data Protection Committee composed of Legal, Human
Resources, and IT divisions convene on an annual basis to assist the implementation of and monitoring compliance with the rules.
● Antitrust Compliance: Based on annual antitrust risk assessment results, TSMC identified functions with potential higher risk from
an antitrust perspective. To enhance targeted functions’ employee awareness of the importance of competition and antitrust
laws and issues during daily operations, TSMC established antitrust training programs and conducted several antitrust trainings,
via either face-to-face onsite training sessions or on-line learning programs, for global sales personnel and employees in relevant
departments at Taiwan, United States, Europe, Japan, Korea and mainland China areas – a total of 1,276 employees completed
the on-line program as requested.
● Insider Trading Compliance: To implement insider trading regulatory compliance, TSMC revisited and updated training material of
the insider trading on-line program (0.5 hour-length course), and designated managers at Operations Organizations as trainees –
a total of 2,446 managers completed this on-line program as requested. Each year going forward, TSMC will designate employees
from different departments to take insider trading on-line program to strengthen employees' awareness and compliance with
insider trading laws.
058
059
3.7 Internal Control System Execution Status
3.7.1 Statement of Internal Control System
Taiwan Semiconductor Manufacturing Company Limited
Statement of Internal Control System
February 15, 2022
Based on the findings of a self-assessment, Taiwan Semiconductor Manufacturing Company Limited (TSMC) states the
following with regard to its internal control system during the year 2021:
1. TSMC’s Board of Directors and management are responsible for establishing, implementing, and maintaining an adequate
internal control system. Internal control system is designed to provide reasonable assurance over the effectiveness and
efficiency of our operations (including profitability, performance and safeguarding of assets), reliability, timeliness,
transparency and regulatory compliance of our reporting, and compliance with applicable rulings, laws and regulations.
2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system
can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal
control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal
control system contains self-monitoring mechanisms, and TSMC takes immediate remedial actions in response to any
identified deficiencies.
3. TSMC evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the
Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the “Regulations”).
The criteria adopted by the Regulations identify five key components of managerial internal control: (1) control environment,
(2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring activities. Each component
also includes several items which can be found in the Regulations.
4. TSMC has evaluated the design and operating effectiveness of its internal control system according to the aforesaid
Regulations.
5. Based on the findings of such evaluation, TSMC believes that, on December 31, 2021, it has maintained, in all material
respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide
reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency and regulatory
compliance of reporting, and compliance with applicable rulings, laws and regulations.
6. This Statement is an integral part of TSMC’s annual report and prospectus, and will be made public. Any falsehood,
concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the
Securities and Exchange Law.
7. This Statement was passed by the Board of Directors in their meeting held on February 15, 2022, with none of the ten
attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.
Taiwan Semiconductor Manufacturing Company Limited
Mark Liu,
Chairman
C.C. Wei,
Chief Executive Officer
3.8 Status of Personnel Responsible for the Company’s Financial and Business Operation
3.8.1 Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit, Corporate
Governance Officer and R&D in 2021 and as of the Date of this Annual Report: None.
3.8.2 Certification of Employees Whose Jobs are Related to the Release of the Company’s Financial Information
Certification
Certified Public Accountants (CPA)
US Certified Public Accountants (US CPA)
Certified Internal Auditor (CIA)
Chartered Financial Analyst (CFA)
Certified Management Accountant (CMA)
Financial Risk Manager (FRM)
Certificate in Financial Management (CFM)
Certification in Control Self-Assessment (CCSA)
Certification in Risk Management Assurance (CRMA)
Certified Information Systems Auditor (CISA)
Certified Fraud Examiner (CFE)
BS7799/ISO 27001 Lead Auditor
Number of Employees
Internal Audit
Finance
2
3
13
-
-
-
-
2
3
7
2
2
44
12
3
2
2
1
1
-
-
-
-
-
3.9 Information Regarding TSMC’s Independent Auditor
3.9.1 Audit Fees
The Audit Committee approves all fees payable to TSMC’s independent auditor and recommends the same to the Board of Directors
for further approval. The Board of Directors has authorized the Audit Committee to approve any increase not exceeding 10% of the
approved fees.
Unit: NT$ thousands
Accounting Firm
Name of CPA
CPA’s Audit Period
Audit Fee
Non-audit Fee
(Note)
Total
Remark
Deloitte & Touche
Mei-Yen Chiang,
Shang-Chih Lin, and others
01/01/2021 – 12/31/2021
60,122
27,021
87,143
-
Note: The fees were mainly related to the bond offering that was borne by the underwriter and audit of annual income tax returns.
3.7.2 If CPA Was Engaged to Conduct a Special Audit of Internal Control System, Provide Its Audit Report: None.
060
061
3.10 Material Information Management Procedure
TSMC has established relevant procedures for managing and disclosing material information. The responsible departments regularly
remind all officers and employees about the need to comply with these procedures and other applicable regulations when they
become aware of any potential material information and the possible need to publicly disclose such information. To ensure that
our employees, managers and board directors are aware of and comply with these relevant regulations, TSMC has also established
our “Insider Trading Policy”. To reduce the risk of insider trading, on-line training programs is conducted periodically. In addition,
employees can familiarize themselves with relevant internal policies and training articles by accessing TSMC intranet website.
3.9.2 CPA’s information
(1) Former CPAs
Date of Change
Approved by BOD on November 10, 2020
Reasons and Explanation of Changes
In compliance with regulatory requirements on rotation, the co-signing partner Yu-Feng Huang will be replaced by Shang-Chih Lin starting from
2021. The engagement partner will remain to be Mei-Yen Chiang.
State Whether the Appointment is Terminated or
Rejected by the Consignor or CPAs
Status
Client
CPA
Consignor
Appointment terminated automatically
Not available
Not available
Appointment rejected (discontinued)
Not available
Not available
The Opinions Other than Unmodified Opinion
Issued in the Last Two Years and the Reasons for
the Said Opinions
Is There Any Disagreement in Opinion with the
Issuer
None
Yes
Supplementary Disclosure (Disclosures Specified in
Article 10.6.1.4~7 of the Standards)
No
Explanation
None
(2) Successor CPAs
Accounting Firm
CPA
Date of Engagement
Accounting principle or practice
Disclosure of financial statements
Auditing scope or procedures
Others
ˇ
Deloitte & Touche
Mei-Yen Chiang and Shang-Chih Lin
Approved by BOD on November 10, 2020
Prior to the Formal Engagement, Any Inquiry or Consultation on the Accounting
Treatment or Accounting Principles for Specific Transactions, and the Type of Audit
Opinion that Might be Rendered on the Financial Report
Written Opinions from the Successor CPAs that are Different from the Former CPA’s
Opinions
None
None
(3) The reply of former CPAs on Article 10.6.1 and Article 10.6.2.3 of the Standards: None.
3.9.3 TSMC’s Chairman, Directors, Chief Executive Officer, Chief Financial Officer, and Managers in Charge of Its
Finance and Accounting Operations Did Not Hold Any Positions within TSMC’s Independent Audit Firm or Its
Affiliates in the Most Recent Year.
3.9.4 Evaluation of the External Auditor’s Independence
The Audit Committee annually monitors the independence of TSMC’s external auditor by conducting the following evaluation
standards and reports the same to the Board of Directors:
1. The auditor’s independence declaration
2. The Audit Committee pre-approves all audit and non-audit services conducted by the auditor to ensure that the non-audit
services do not influence the results of the audit
3. Ensure the audit partner rotates every five years
4. Annually evaluate the independence of the external auditor based on the results of the auditor survey regarding its financial
interests, commercial relations, employment relations, and etc.
062
063
064
064
065
065
4. Capital and Shares
4.1 Capital and Shares
4.1.1 Capitalization
Unit: Share/NT$
Face Value Per Share
Authorized Share Capital
Capital Stock
Shares
Amount
Shares
Amount
Remark
As of 02/28/2022
10
28,050,000,000
280,500,000,000
25,930,380,458
259,303,804,580
● No change in Authorized Share Capital and Capital Stock
in 2021 and as of 02/28/2022
● The Board of Directors approved the issuance of
1,387,000 common shares for 2021 Employee Restricted
Stock Awards and set 03/01/2022 as the record date. In
order to offset dilution from the increase of outstanding
shares due to the above-mentioned issuance, the Board
approved a share buyback program for TSMC to buy back
its common shares on the Taiwan Stock Exchange. The
shares purchased will be cancelled subsequently.
● TSMC has completed 1,387,000 shares buyback as of
02/25/2022.
4.1.2 Capital and Shares
Unit: Share
Type of Stock
Common Stock
Shelf Registration in Taiwan: None.
4.1.3 Composition of Shareholders
Common Share
Authorized Share Capital
Listed Shares
25,930,380,458
Unissued Shares
2,119,619,542
Type of Shareholders
Number of Shareholders
Government
Agencies
Financial
Institutions
Other Juridical
Persons
Foreign Institutions
and Natural Persons
Domestic Natural
Persons
5
177
2,754
6,497
932,070
As of 02/28/2022
Total
28,050,000,000
As of 12/22/2021 (Note)
Total
941,503
Shareholding
1,654,461,912
864,616,879
1,296,133,555
19,418,701,332
2,696,466,780
25,930,380,458
Distribution of Shareholding
Common Share
Shareholding Range
Number of Shareholders
Shareholding
Shareholding Percentage
As of 12/22/2021 (Note)
1-999
1,000-5,000
5,001-10,000
10,001-15,000
15,001-20,000
20,001-30,000
30,001-40,000
40,001-50,000
50,001-100,000
100,001-200,000
200,001-400,000
400,001-600,000
600,001-800,000
800,001-1,000,000
Over 1,000,001
Total
545,615
317,689
38,116
13,224
6,421
6,265
3,008
1,829
3,596
1,892
1,272
531
317
200
1,528
941,503
87,082,214
601,885,248
277,683,465
163,170,054
113,788,204
153,622,977
104,776,935
82,437,788
252,032,354
263,134,854
356,135,934
258,004,260
219,548,288
180,201,938
22,816,875,945
25,930,380,458
0.34%
2.32%
1.07%
0.63%
0.44%
0.59%
0.40%
0.32%
0.97%
1.02%
1.37%
1.00%
0.85%
0.69%
87.99%
100.00%
Note: Record date for the second quarter of 2021 cash dividend distribution.
Preferred Share: None.
4.1.4 Major Shareholders
Common Share
Shareholders
ADR-Taiwan Semiconductor Manufacturing Company, Ltd.
National Development Fund, Executive Yuan
Citibank (Taiwan) Ltd. in custody for Government of Singapore
Citibank (Taiwan) Ltd. in custody for Norges Bank
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series
of Vanguard Star Funds
Shareholding
Shareholding Percentage
As of 12/22/2021 (Note)
5,321,425,968
1,653,709,980
649,496,949
362,567,229
313,909,748
279,407,855
258,633,285
233,718,221
211,505,649
209,297,000
20.52%
6.38%
2.50%
1.40%
1.21%
1.08%
1.00%
0.90%
0.82%
0.81%
Shareholding Percentage
6.38%
3.33%
5.00%
74.89%
10.40%
100.00%
New Labor Pension Fund
Note: Record date for the second quarter of 2021 cash dividend distribution.
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Emerging Markets Stock Index Fund, a series
of Vanguard International Equity Index Funds
Fubon Life Insurance Co., Ltd
JPMorgan Chase Bank N.A., Taipei Branch in custody for EuroPacific Growth Fund
iShares Core MSCI Emerging Markets ETF
Note: Record date for the second quarter of 2021 cash dividend distribution.
066
067
4.1.5 Net Change in Shareholding by Directors, Management and Shareholders with 10% Shareholdings or More
Unit: Share
Title
Name
Chairman
Mark Liu
Chief Executive Officer & Vice Chairman
C.C. Wei
Director
F.C. Tseng
Director
National Development Fund, Executive Yuan
Representative: Ming-Hsin Kung
Independent Director
Sir Peter L. Bonfield
Independent Director
Stan Shih (Note 1)
Independent Director
Kok-Choo Chen
Independent Director
Michael R. Splinter
Independent Director
Moshe N. Gavrielov
Independent Director
Yancey Hai
Independent Director
L. Rafael Reif (Note 2)
Senior Vice President
Lora Ho
Senior Vice President
Wei-Jen Lo
Senior Vice President
Rick Cassidy
Senior Vice President
Y.P. Chin
Senior Vice President
Y.J. Mii
Senior Vice President
J.K. Lin
Senior Vice President
J.K. Wang
Senior Vice President
Cliff Hou
Senior Vice President
Kevin Zhang
Vice President and General Counsel/Corporate Governance
Officer
Sylvia Fang
Vice President
Connie Ma
2021
01/01/2022 - 02/28/2022
Net Change in
Shareholding
Net Change in Shares
Pledged
Net Change in
Shareholding
Net Change in Shares
Pledged
-
(1,300,000)
(5,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
130,233
20,000
7,936
27,000
-
56,000
-
-
-
-
-
-
-
-
-
-
-
1,000,000
-
-
-
-
-
-
-
-
(50,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,566
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
Title
Name
Vice President
Y.L. Wang
Vice President and TSMC Distinguished Fellow
Doug Yu
Vice President and TSMC Fellow
T.S. Chang
Vice President
Michael Wu
Vice President
Min Cao
Vice President
Marvin Liao
Vice President
Y.H. Liaw
Vice President
Simon Jang
Vice President, Chief Financial Officer/Spokesperson
Wendell Huang
Vice President
C.S. Yoo
Vice President
Jun He
Vice President
Geoffrey Yeap
Vice President and Chief Information Officer
Chris Horng-Dar Lin
Vice President
Jonathan Lee (Note3)
Vice President
Arthur Chuang (Note 4)
Vice President and TSMC Fellow
L.C. Lu (Note 4)
Vice President
K.C. Hsu (Note 5)
2021
01/01/2022 - 02/28/2022
Net Change in
Shareholding
Net Change in Shares
Pledged
Net Change in
Shareholding
Net Change in Shares
Pledged
-
25,000
-
-
-
-
-
-
-
-
30,000
70,485
-
-
143
-
7,000
17,000
6,000
3,663
-
15,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16
-
1,000
5,000
10,000
626
-
5,000
16,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1: Mr. Stan Shih’s tenure expired on July 26, 2021. His shareholding is no longer required to disclose.
Note 2: Dr. L. Rafael Reif was elected as TSMC’s independent director at TSMC’s Annual Shareholders’ Meeting on July 26, 2021. His shareholding was disclosed starting from that date.
Note 3: Mr. Jonathan Lee was promoted to Vice President, effective June 9, 2021. His shareholdings were disclosed starting from that date.
Note 4: Dr. Arthur Chuang and Dr. L.C. Lu were promoted to Vice President, effective August 10, 2021. Their shareholdings were disclosed starting from that date.
Note 5: Mr. K.C. Hsu was promoted to Vice President, effective November 9, 2021. His shareholdings were disclosed starting from that date.
068
069
4.1.6 Stock Trade with Related Party
4.1.9 Long-term Investment Ownership
Name
C.C. Wei
F.C. Tseng
Reason of the Transfer
Transfer Date
Transferee
Relation with the
Transferee
Gifting
Gifting
10/06/2021
12/10/2021
Wei, Niou Ching-Rong
Tseng, Chen Hang
Spouse
Spouse
Shares
Transfer Price
1,000,000
5,000,000
-
-
4.1.7 Stock Pledge with Related Party: None.
4.1.8 Related Party Relationship among TSMC’s 10 Largest Shareholders
Common Share
Name
Shares Held
Shares Held by Spouse &
Minors
Shares Held in the Name
of Others
As of 12/22/2021 (Note)
Name and Relationship
between TSMC’s
Shareholders
Shares
%
Shares
%
Shares
%
Name
Relationship
ADR-Taiwan Semiconductor Manufacturing Company, Ltd.
5,321,425,968
20.52%
National Development Fund, Executive Yuan
1,653,709,980
779
649,496,949
362,567,229
313,909,748
279,407,855
258,633,285
6.38%
0.00%
2.50%
1.40%
1.21%
1.08%
1.00%
Representative: Ming-Hsin Kung
Citibank (Taiwan) Ltd. in custody for Government of
Singapore
Citibank (Taiwan) Ltd. in custody for Norges Bank
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Total International Stock Index Fund, a series of
Vanguard Star Funds
New Labor Pension Fund
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Emerging Markets Stock Index Fund, a series of
Vanguard International Equity Index Funds
Fubon Life Insurance Co., Ltd
Chairman: Richard M. Tsai
JPMorgan Chase Bank N.A. Taipei Branch in custody for
EuroPacific Growth Fund
211,505,649
0.82%
iShares Core MSCI Emerging Markets ETF
209,297,000
0.81%
Note: Record date for the second quarter of 2021 cash dividend distribution.
N/A
N/A
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
-
N/A
N/A
N/A
N/A
N/A
N/A
Not Available
N/A
N/A
N/A
N/A
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Ownership by TSMC
(1)
Ownership by Directors, Managers and
Directly/Indirectly Owned Subsidiaries
(2)
Total Ownership
(1) + (2)
Shares
%
Shares
%
Shares
%
As of 12/31/2021
Long-term Investment
Equity Method:
TSMC Partners, Ltd.
TSMC Global Ltd.
TSMC North America
TSMC Europe B.V.
TSMC Japan Limited
TSMC Korea Limited
TSMC Design Technology Japan, Inc.
TSMC Japan 3DIC R&D Center, Inc.
988,268,244
11,384
11,000,000
200
6,000
80,000
15,000
11,100
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
TSMC China Company Limited
Not Applicable (Note 1)
100%
Not Applicable (Note 1)
TSMC Nanjing Company Limited
Not Applicable (Note 1)
100%
Not Applicable (Note 1)
TSMC Arizona Corporation
770,001
100%
Japan Advanced Semiconductor Manufacturing, Inc.
57,575 (Note 2)
100% (Note 2)
VisEra Technologies Company Ltd.
Systems on Silicon Manufacturing Co. Pte. Ltd.
Vanguard International Semiconductor Corp.
Xintec Inc.
Global UniChip Corporation
213,619,000
313,603
464,223,493
111,281,925
46,687,859
72.83%
38.79%
28.32%
41.01%
34.84%
-
-
-
-
-
-
275,614,145
16.82% (Note 3)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
988,268,244
11,384
11,000,000
200
6,000
80,000
15,000
11,100
Not Applicable (Note 1)
Not Applicable (Note 1)
770,001
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
57,575 (Note 2)
100% (Note 2)
213,619,000
313,603
739,837,638
111,281,925
46,687,859
Not Applicable (Note 1)
Not Applicable (Note 1)
Not Applicable (Note 1)
72.83%
38.79%
45.14%
41.01%
34.84%
98.00%
98.00%
99.90%
VentureTech Alliance Fund III, L.P.
Not Applicable (Note 1)
98.00%
Not Applicable (Note 1)
Emerging Fund L.P.
Not Applicable (Note 1)
99.90%
Not Applicable (Note 1)
Note 1: Not applicable. These firms do not issue shares. TSMC’s investments are measured as a percentage of ownership.
Note 2: Japan Advanced Semiconductor Manufacturing, Inc. increased its capital in January 2022. After the capital increase, shares owned by TSMC increased to 807,651 shares while TSMC’s ownership
decreased to 81.01% with Sony Semiconductor Solutions Corporation participating as a minority shareholder.
Note 3: TSMC’s director, National Development Fund of Executive Yuan, held 16.72% while other directors and management held 0.10%.
233,718,221
0.90%
None
None
VentureTech Alliance Fund II, L.P.
Not Applicable (Note 1)
98.00%
Not Applicable (Note 1)
070
071
4.1.10 Share Information
4.1.12 Compensation to Directors and Profit Sharing to Employees
TSMC’s earnings per share in 2021 increased 15.2% from 2020 to NT$23.01 per share. The following table details TSMC’s market
price, net worth, earnings, and dividends per common share, as well as other data regarding return on investment.
Based on TSMC’s Articles of Incorporation, before paying dividends or bonuses to shareholders, TSMC shall set aside not more than
0.3% of its annual profit to directors as compensation and not less than 1% to employees as a profit sharing.
2021
01/01/2022 - 02/28/2022
As resolved by TSMC’s Board of Directors on February 15, 2022, a profit sharing to employees was expensed based on a certain
percentage of 2021 profit; compensation to directors was expensed based on the estimated amount of payment. If the actual
amounts subsequently paid differ from the above estimated amounts, the differences will be recorded in the year paid as a change
in accounting estimate.
Market Price, Net Worth, Earnings, and Dividends Per Common Share
Unit: NT$, except for weighted average shares and return on investment ratios
Item
Market Price Per Share (Note 1)
Highest Market Price
Lowest Market Price
Average Market Price
Net Worth Per Share
Before Distribution
After Distribution
Earnings Per Share
Weighted Average Shares (thousand shares)
Diluted Earnings Per Share
Dividends Per Share
Cash Dividends
Accumulated Undistributed Dividend
Return on Investment
Price/Earnings Ratio (Note 2)
Price/Dividend Ratio (Note 3)
Cash Dividend Yield (Note 4)
2020
530.00
248.00
378.65
71.33
68.83
25,930,380
19.97
10.00
-
18.96
37.86
2.6%
673.00
536.00
597.73
83.62
80.87 (Note 5)
25,930,380
23.01
11 (Note 5)
-
25.98
54.34 (Note 5)
1.8% (Note 5)
683.00
604.00
642.67
-
-
-
-
-
-
-
-
-
Note 1: Referred to TWSE website
Note 2: Price/Earnings Ratio = Average Market Price/ Diluted Earnings Per Share
Note 3: Price/Dividend Ratio = Average Market Price/Cash Dividends Per Share
Note 4: Cash Dividend Yield = Cash Dividends Per Share/Average Market Price
Note 5: Including the dividends amount for fourth quarter of 2021, which were approved by Board of Directors on February 15, 2022.
4.1.11 Dividend Policy and Distribution of Earnings
Except as otherwise specified in the Articles of Incorporation or under the R.O.C. law, TSMC will not pay dividends or make other
distributions to shareholders when there are no earnings. The Company’s profits may be distributed by way of cash dividend, stock
dividend, or a combination of cash and stock. Pursuant to the Company’s Articles of Incorporation, distributions of profits shall be
made preferably by way of cash dividend. In addition, the ratio for stock dividends shall not exceed 50% of the total distribution.
Distribution of stock dividends is subject to approval by the R.O.C. Financial Supervisory Commission.
Pursuant to TSMC’s Articles of Incorporation, the Company’s Board of Directors is authorized to approve quarterly cash dividends
after the close of each quarter. After the Company’s Board of Directors approves quarterly cash dividends, TSMC will distribute the
dividend within six months. The respective amounts and payment dates of 2021 quarterly cash dividends are demonstrated in the
table below. TSMC intends to maintain a sustainable cash dividend on both an annual and quarterly basis.
2021 Quarterly Earnings Distribution
Unit: NT$
Period
First quarter of 2021
Second quarter of 2021
Third quarter of 2021
Fourth quarter of 2021
072
Approved Date
Payment Date
Cash Dividends Per Share
Total Earnings Distribution
Amount
06/09/2021
08/10/2021
11/09/2021
02/15/2022
10/14/2021
01/13/2022
04/14/2022
07/14/2022
NT$2.75
NT$2.75
NT$2.75
NT$2.75
71,308,546,260
71,308,546,260
71,308,546,260
71,308,546,260
2021 Directors’ Compensation and Employees’ Profit Sharing
Directors’ Compensation (Cash)
Employee’s Profit Sharing (Cash)
Board Resolution (02/15/2022)
Amount (NT$ thousands)
487,537
35,601,449
Note: NT$ 35,601,449 thousand business performance bonus was already distributed following each quarter of 2021. The above employees’ profit sharing will be distributed in July, 2022.
2020 Directors’ Compensation and Employees’ Profit Sharing
Directors’ Compensation (Cash)
Employees’ Profit Sharing (Cash)
Board Resolution (02/09/2021)
Actual Result (Note)
Amount (NT$ thousands)
Amount (NT$ thousands)
509,753
34,753,184
509,753
34,606,262
Note: The above directors’ compensation and employees’ profit sharing were expensed under the Company’s 2020 statement of comprehensive income and were approved by the Board of Directors at
its meeting on February 9, 2021. However, due to employee turnover, the employees’ profit sharing in the amount of NT$146,922 thousand was undistributed, and related expense was reversed in
2021.
4.1.13 Impact to 2022 Business Performance and EPS of Stock Dividend Distribution: Not applicable.
4.1.14 Buyback of Common Stock
TSMC’s Board of Directors approved the issuance of 1,387,000 shares for 2021 employee restricted stock awards (RSAs) at its
meeting on February 15, 2022. In order to offset dilution from the increase of outstanding shares due to the above-mentioned
issuance, the Board of Directors approved a share buyback program for TSMC to buy back its common shares on the Taiwan Stock
Exchange. The shares purchased will be cancelled subsequently. The implementation of the share buyback program was as follows.
(1) Completed Share Buyback Program
Purpose of the Share Buyback
Scheduled Buyback Period
Scheduled Buyback Price Range
Type and Number of Shares Bought Back
Total Monetary Amount of Shares Bought Back
Number of Shares Bought Back as a Percentage of the Approved Number of Shares to be Bought Back (%)
Number of Shares Cancelled and/or Transferred
Cumulative Number of the Company’s Treasury Shares Held
As of 02/28/2022
5th Buyback Program
For the shareholders’ interests
02/16/2022 - 04/15/2022
NT$444 to NT$960 per share, while the buyback will still be carried out if the
stock price falls below the aforementioned range
Common shares: 1,387,000 shares
NT$871,566,000
100%
0 share
1,387,000 shares
Cumulative Number of the Company’s Treasury Shares as a Percentage of the Total Number of the
Company’s Issued Shares (%)
0.01%
(2) Uncompleted Share Buyback Program: None.
073
4.2 Issuance of Corporate Bonds
4.2.1 Corporate Bonds
NTD Corporate Bonds
As of 02/28/2022
Issuance
Issue Date
Denomination
Offering Price
Total Amount
Domestic Unsecured Bond (101-3)
Domestic Unsecured Bond (101-4)
Domestic Unsecured Bond (102-1)
Domestic Unsecured Bond (102-2)
Domestic Unsecured Bond
(102-4)
Domestic Unsecured Bond
(109-1)
Domestic Unsecured Bond
(109-2)
Domestic Unsecured Bond
(109-3)
Domestic Unsecured Bond
(109-4)
Domestic Unsecured Bond
(109-5)
10/09/2012
NT$10,000,000
Par
01/04/2013
02/06/2013
07/16/2013
09/25/2013
03/23/2020
04/15/2020
05/29/2020
07/14/2020
09/03/2020
NT$4,400,000,000
NT$23,600,000,000
NT$21,400,000,000
NT$13,700,000,000
NT$15,000,000,000
NT$24,000,000,000
NT$21,600,000,000
NT$14,400,000,000
NT$13,900,000,000
NT$15,600,000,000
Coupon (Per Annum)
1.53%
Tranche A: 1.23%
Tranche B: 1.35%
Tranche C: 1.49%
Tranche A: 1.23%
Tranche B: 1.38%
Tranche C: 1.50%
Tranche A: 1.50%
Tranche B: 1.70%
Tenure and Maturity Date
Tenure: 10 years
Maturity: 10/09/2022
Tranche A: 5 years
Maturity: 01/04/2018
Tranche B: 7 years
Maturity: 01/04/2020
Tranche C: 10 years
Maturity: 01/04/2023
Tranche A: 5 years
Maturity: 02/06/2018
Tranche B: 7 years
Maturity: 02/06/2020
Tranche C: 10 years
Maturity: 02/06/2023
Tranche A: 7 years
Maturity: 07/16/2020
Tranche B: 10 years
Maturity: 07/16/2023
Tranche A: 0.58%
Tranche B: 0.62%
Tranche C: 0.64%
Tranche A: 0.52%
Tranche B: 0.58%
Tranche C: 0.60%
Tranche A: 0.55%
Tranche B: 0.60%
Tranche C: 0.64%
Tranche A: 0.58%
Tranche B: 0.65%
Tranche C: 0.67%
Tranche A: 0.50%
Tranche B: 0.58%
Tranche C: 0.60%
Tranche A: 5 years
Maturity: 03/23/2025
Tranche B: 7 years
Maturity: 03/23/2027
Tranche C: 10 years
Maturity: 03/23/2030
Tranche A: 5 years
Maturity: 04/15/2025
Tranche B: 7 years
Maturity: 04/15/2027
Tranche C: 10 years
Maturity: 04/15/2030
Tranche A: 5 years
Maturity: 05/29/2025
Tranche B: 7 years
Maturity: 05/29/2027
Tranche C: 10 years
Maturity: 05/29/2030
Tranche A: 5 years
Maturity: 07/14/2025
Tranche B: 7 years
Maturity: 07/14/2027
Tranche C: 10 years
Maturity: 07/14/2030
Tranche A: 5 years
Maturity: 09/03/2025
Tranche B: 7 years
Maturity: 09/03/2027
Tranche C: 10 years
Maturity: 09/03/2030
Tranche A: 1.35%
Tranche B: 1.45%
Tranche C: 1.60%
Tranche D: 1.85%
Tranche E: 2.05%
Tranche F: 2.10%
Tranche A: 3 years
Maturity: 09/25/2016
Tranche B: 4 years
Maturity: 09/25/2017
Tranche C: 5.5 years
Maturity: 03/25/2019
Tranche D: 7.5 years
Maturity: 03/25/2021
Tranche E: 9.5 years
Maturity: 03/25/2023
Tranche F: 10 years
Maturity: 09/25/2023
Repayment
Outstanding
Credit Rating
Bullet
Two equal installments in last two years
NT$4,400,000,000
NT$3,000,000,000
NT$3,600,000,000
NT$3,500,000,000
NT$8,000,000,000
NT$24,000,000,000
NT$21,600,000,000
NT$14,400,000,000
NT$13,900,000,000
NT$15,600,000,000
twAAA
(Taiwan Ratings Corporation,
09/04/2012)
twAAA
(Taiwan Ratings Corporation,
11/29/2012)
twAAA
(Taiwan Ratings Corporation,
12/18/2012)
twAAA
(Taiwan Ratings Corporation,
05/16/2013)
twAAA
(Taiwan Ratings Corporation,
08/06/2013)
Not Applicable
Underwriter (Lead Underwriter)
Not Applicable
Yuanta Securities Co., Ltd.
MasterLink Securities Co., Ltd.
Hua Nan Securities Co., Ltd.
Capital Securities Co., Ltd.
KGI Securities Co., Ltd.
Trustee
Guarantor
Legal Counsel
Auditor
Redemption or Early Repayment Clause
Covenants
Other Rights of
Bondholders
Conversion Right
Amount of Converted
or Exchanged Common
Shares, ADRs or Other
Securities
Taipei Fubon Commercial Bank Co., Ltd.
None
Modern Law Office
Deloitte & Touche
None
None
None
Not Applicable
Dilution Effect and Other Adverse Effects on
Existing Shareholders
None
Custodian
None
074
True Honesty International Law Offices
Deloitte & Touche
(Continued)
075
Issuance
Issue Date
Denomination
Offering Price
Total Amount
Coupon (Per Annum)
Tenure and Maturity Date
Repayment
Outstanding
Credit Rating
Domestic Unsecured Bond (109-6,
Green Bond)
12/02/2020
NT$10,000,000
Par
Domestic Unsecured Bond (109-7)
Domestic Unsecured Bond (110-1)
Domestic Unsecured Bond (110-2)
Domestic Unsecured Bond (110-3)
Domestic Unsecured Bond (110-4)
Domestic Unsecured Bond (110-6)
Domestic Unsecured Bond (110-7)
Domestic Unsecured Bond (111-1,
Green Bond)
12/29/2020
03/30/2021
05/03/2021
06/25/2021
08/19/2021
10/05/2021
12/09/2021
01/12/2022
NT$12,000,000,000
NT$18,500,000,000
NT$21,100,000,000
NT$19,200,000,000
NT$19,700,000,000
NT$21,600,000,000
NT$16,300,000,000
NT$16,700,000,000
NT$5,400,000,000
Tranche A: 0.40%
Tranche B: 0.44%
Tranche C: 0.48%
Tranche A: 5 years
Maturity: 12/02/2025
Tranche B: 7 years
Maturity: 12/02/2027
Tranche C: 10 years
Maturity: 12/02/2030
Tranche A: 0.36%
Tranche B: 0.41%
Tranche C: 0.45%
Tranche A: 5 years
Maturity: 12/29/2025
Tranche B: 7 years
Maturity: 12/29/2027
Tranche C: 10 years
Maturity: 12/29/2030
Tranche A: 0.50%
Tranche B: 0.55%
Tranche C: 0.60%
Tranche A: 5 years
Maturity: 03/30/2026
Tranche B: 7 years
Maturity: 03/30/2028
Tranche C: 10 years
Maturity: 03/30/2031
Tranche A: 0.50%
Tranche B: 0.58%
Tranche C: 0.65%
Tranche A: 5 years
Maturity: 05/03/2026
Tranche B: 7 years
Maturity: 05/03/2028
Tranche C: 10 years
Maturity: 05/03/2031
Two equal installments in last two years
Bullet
Tranche A: 0.52%
Tranche B: 0.58%
Tranche C: 0.65%
Tranche A: 5 years
Maturity: 06/25/2026
Tranche B: 7 years
Maturity: 06/25/2028
Tranche C: 10 years
Maturity: 06/25/2031
Tranche A: 0.485%
Tranche B: 0.50%
Tranche C: 0.55%
Tranche D: 0.62%
Tranche A: 4 years
Maturity: 08/19/2025
Tranche B: 5 years
Maturity: 08/19/2026
Tranche C: 7 years
Maturity: 08/19/2028
Tranche D: 10 years
Maturity: 08/19/2031
Tranche A: 0.535%
Tranche B: 0.54%
Tranche C: 0.60%
Tranche D: 0.62%
Tranche A: 4.5 years
Maturity: 04/05/2026
Tranche B: 5 years
Maturity: 10/05/2026
Tranche C: 7 years
Maturity: 10/05/2028
Tranche D: 10 years
Maturity: 10/05/2031
Tranche A: 0.65%
Tranche B: 0.675%
Tranche C: 0.72%
Tranche A: 5 years
Maturity: 12/09/2026
Tranche B: 5.5 years
Maturity: 06/09/2027
Tranche C: 7 years
Maturity: 12/09/2028
Tranche A: 0.63%
Tranche B: 0.72%
Tranche A: 5 years
Maturity: 01/12/2027
Tranche B: 7 years
Maturity: 01/12/2029
NT$12,000,000,000
NT$18,500,000,000
NT$21,100,000,000
NT$19,200,000,000
NT$19,700,000,000
NT$21,600,000,000
NT$16,300,000,000
NT$16,700,000,000
NT$5,400,000,000
Not Applicable
Underwriter (Lead Underwriter)
Capital Securities Co., Ltd.
KGI Securities Co., Ltd.
Capital Securities Co., Ltd.
SinoPac Securities Co., Ltd.
Yuanta Securities Co., Ltd.
KGI Securities Co., Ltd.
Capital Securities Co., Ltd.
Capital Securities Co., Ltd.
Yuanta Securities Co., Ltd.
Trustee
Guarantor
Legal Counsel
Auditor
Redemption or Early Repayment Clause
Covenants
Other Rights of
Bondholders
Conversion Right
Amount of Converted
or Exchanged Common
Shares, ADRs or Other
Securities
Taipei Fubon Commercial Bank Co., Ltd.
None
True Honesty International Law Offices
Deloitte & Touche
None
None
None
Not Applicable
Dilution Effect and Other Adverse Effects on
Existing Shareholders
None
Custodian
None
076
077
Onshore USD Corporate Bonds
As of 02/28/2022
Offshore USD Corporate Bonds
As of 02/28/2022
US-dollar Domestic Unsecured Bond (109-1)
US-dollar Domestic Unsecured Bond (110-5)
09/23/2021
3.10%
30 years
Maturity: 09/23/2051
Issuance
Issue Date
Denomination
Listing
Offering Price
Total Amount
09/22/2020
US$1,000,000
Taipei Exchange
Par
US$1,000,000,000
Coupon (Per Annum)
2.70%
Tenure and Maturity Date
Repayment
Outstanding
Credit Rating
Underwriter
Trustee
Guarantor
Legal Counsel
Auditor
40 years
Maturity: 09/22/2060
Bullet
US$1,000,000,000
Not Applicable
Goldman Sachs (Asia) L.L.C., Taipei Branch
KGI Securities Co., Ltd. (lead underwriter)
Mega International Commercial Bank Co., Ltd.
None
True Honesty International Law Offices
Deloitte & Touche
Redemption or Early Repayment Clause
Callable on the 5th anniversary of the issue date and every anniversary thereafter
Covenants
Other
Rights of
Bondholders
Conversion Right
Amount of Converted
or Exchanged Common
Shares, ADRs or Other
Securities
None
None
Not Applicable
Dilution Effect and Other Adverse Effects
on Existing Shareholders
Custodian
None
None
Issuance
Issue Date
Denomination
Listing
Offering Price
Total Amount
Coupon (Per Annum)
Tenure and Maturity Date
Repayment
Outstanding
Credit Rating
Underwriter
Trustee
Guarantor
Legal Counsel
Senior Unsecured Notes (Note 1)
Senior Unsecured Notes (Note 1)
Senior Unsecured Notes (Note 2)
09/28/2020
04/23/2021
10/25/2021
US$200,000 and integral multiples of US$1,000 in excess thereof
Singapore Exchange
2025 Notes: 99.907%
2027 Notes: 99.603%
2030 Notes: 99.083%
US$3,000,000,000
2025 Notes: 0.75%
2027 Notes: 1.00%
2030 Notes: 1.375%
2025 Notes: 5 years
Maturity: 09/28/2025
2027 Notes: 7 years
Maturity: 09/28/2027
2030 Notes: 10 years
Maturity: 09/28/2030
Bullet
2026 Notes: 99.759%
2028 Notes: 99.751%
2031 Notes: 99.831%
US$3,500,000,000
2026 Notes: 1.25%
2028 Notes: 1.75%
2031 Notes: 2.25%
2026 Notes: 5 years
Maturity: 04/23/2026
2028 Notes: 7 years
Maturity: 04/23/2028
2031 Notes: 10 years
Maturity: 04/23/2031
2026 Notes: 99.976%
2031 Notes: 99.561%
2041 Notes: 98.898%
2051 Notes: 98.658%
US$4,500,000,000
2026 Notes: 1.75%
2031 Notes: 2.50%
2041 Notes: 3.125%
2051 Notes: 3.25%
2026 Notes: 5 years
Maturity: 10/25/2026
2031 Notes: 10 years
Maturity: 10/25/2031
2041 Notes: 20 years
Maturity: 10/25/2041
2051 Notes: 30 years
Maturity: 10/25/2051
US$3,000,000,000
US$3,500,000,000
US$4,500,000,000
Aa3 (Moody’s Investors Service, 09/21/2020)
AA- (Standard & Poor’s Rating Services,
09/21/2020)
Aa3 (Moody’s Investors Service, 04/19/2021)
AA- (Standard & Poor’s Rating Services,
04/18/2021)
Aa3 (Moody’s Investors Service, 10/19/2021)
AA- (Standard & Poor’s Rating Services,
10/18/2021)
Goldman Sachs International as lead underwriter
Goldman Sachs & Co. LLC as lead underwriter
Citicorp International Limited
TSMC
Sullivan & Cromwell (Hong Kong) LLP
Harney Westwood & Riegels
Lee and Li, Attorneys-at-Law
Citibank, N.A.
Sullivan & Cromwell (Hong Kong) LLP
Fennemore Craig, P.C.
Lee and Li, Attorneys-at-Law
Auditor
Deloitte & Touche
Redemption or Early Repayment Clause
Issuer may, at its option, redeem the Notes, at any time, in whole or in part at the relevant redemption price according to relevant agreements
Covenants
Other
Rights of
Bondholders
Conversion Right
Amount of Converted
or Exchanged Common
Shares, ADRs or Other
Securities
None
None
Not Applicable
Dilution Effect and Other Adverse Effects
on Existing Shareholders
Custodian
None
None
Note 1: Issued by TSMC Global Ltd., a wholly-owned subsidiary of TSMC, and unconditionally and irrevocably guaranteed by TSMC.
Note 2: Issued by TSMC Arizona Corporation, a wholly-owned subsidiary of TSMC, and unconditionally and irrevocably guaranteed by TSMC.
078
079
4.2.2 Convertible Bond: None.
4.2.3 Exchangeable Bond: None.
4.2.4 Shelf Registration in Taiwan: None.
4.2.5 Bond with Warrants: None.
4.3 Preferred Shares
4.3.1 Preferred Shares: None.
4.3.2 Preferred Shares with Warrants: None.
4.4 Issuance of American Depositary Shares
Issue Date
10/08/1997
11/20/1998
01/12/1999 -
01/14/1999
07/15/1999
08/23/1999 -
09/09/1999
02/22/2000 -
03/08/2000
04/17/2000
06/07/2000 -
06/15/2000
05/17/2001 -
06/11/2001
11/27/2001
02/07/2002 -
02/08/2002
11/21/2002 -
12/19/2002
07/14/2003 -
07/21/2003
11/14/2003
08/10/2005 -
09/08/2005
05/23/2007
Total Amount
(US$ million)
595
Offering Price Per ADS
(US$)
24.78
185
15.26
36
17.75
296
159
24.516
28.964
379
57.79
225
56.16
1,168
35.75
539
20.63
321
16.03
1,002
16.75
160
8.73
909
10.40
1,077
10.77
1,402
8.60
2,563
10.68
Units Issued
24,000,000
12,094,000
2,000,000
12,094,000
5,486,000
6,560,000
4,000,000
32,667,800
26,110,000
20,000,000
59,800,000
18,348,000
87,357,200
100,000,000
163,027,500
240,000,000
Cash Offering and
TSMC Common
Shares from Selling
Shareholders
(Note 4)
TSMC Common Shares from Selling Shareholders
(Note 3)
Common Shares
Represented
Each unit of ADS represents five TSMC Common Shares.
Underlying Securities
TSMC Common Shares from Selling Shareholders
Apportionment of
Expenses for Issuance
and Maintenance
(Note 3)
Issuance and Listing
NYSE
Rights and Obligations
of ADS Holders
Same as those of Common Share Holders
Trustee
Not Applicable
Depositary Bank
Citibank, N.A. – New York
Custodian Bank
(Note 1)
ADSs Outstanding
(Note 2)
Terms and Conditions
in the Deposit
Agreement and
Custody Agreement
Citibank, N.A. – Taipei Branch
As of February 28, 2022, total number of outstanding ADSs was 1,064,100,627.
See Deposit Agreement and Custody Agreement for Details
Closing Price Per
ADS (US$; source:
Bloomberg)
01/01/2021 -
12/31/2021
01/01/2022 -
02/28/2022
High
Low
Average
High
Low
Average
140.05
108.12
118.84
140.66
107.01
123.81
Note 1: Citibank, N.A., Taipei Branch changed its name to “Citibank Taiwan Limited” in 2009.
Note 2: TSMC has in aggregate issued 813,544,500 ADSs since 1997, which, if taking into consideration stock dividends distributed over the period, would amount to 1,147,835,205 ADSs. Stock
dividends distributed in 1998, 1999, 2000, 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008 and 2009 were 45%, 23%, 28%, 40%, 10%, 8%, 14.08668%, 4.99971%, 2.99903%, 0.49991%,
0.50417% and 0.49998%, respectively. As of February 28, 2022, total number of outstanding ADSs was 1,064,100,627 after 83,734,578 were redeemed.
Note 3: All fees and expenses related to issuance of ADSs were paid by the selling shareholders, while maintenance expenses were borne by TSMC.
Note 4: All fees and expenses related to issuance of ADSs were paid proportionately by TSMC and the selling shareholders, while maintenance expenses were borne by TSMC.
080
081
4.5 Status of Employee Stock Option Plan
4.5.1 Issuance of Employee Stock Options: None.
4.5.2 Employee Stock Options Granted to Management Team and to Top 10 Employees: None.
4.6 Status of Employee Restricted Stock
4.6.1 Status of Employee Restricted Stock
Type of Employee Restricted Stock
Employee Restricted Stock Awards for Year 2021
As of 03/12/2022 (Note)
Measures to be Taken Where Employees
Fail to Meet the Vesting Conditions
Date of Effective Registration
Issue Date
Number of Employee Restricted Stock
Issued
Issued Price
Employee Restricted Stock as a Percentage
of Shares Issued
Vesting conditions of Employee Restricted
Stock
08/06/2021
03/01/2022
1,387,000 shares
None
0.00535%
1. The RSAs granted to an executive can only be vested if (a) the executive remains employed by the Company on the last date of each vesting period; (b)
during the vesting period, the executive may not breach any agreement with the Company or violate the Company’s work rules; and (c) certain executive
performance metrics (a year-end performance rating of at least “S” (Note) or above for the year immediately preceding the expiration of each vesting
period) and the Company’s business performance metrics are met. (Note: “S” stands for “Successful”)
2. The maximum percentage of granted RSAs that may be vested each year shall be as follows: one-year anniversary of the grant: 50%; two-year anniversary
of the grant: 25%; and three-year anniversary of the grant: 25%; provided that the actual percentage and number of the RSAs to be vested in each year
will be calculated based on the achievement of the Company’s business performance metrics, as detailed in the following point.
3. The maximum number of RSAs that may be vested in each year will be set as 110%, among which 100% will be subject to a calculation based on the
Company’s relative TSR (Note) achievement (see table below) to determine the number of RSAs to be vested; this number will be further subject to a
modifier to increase or decrease up to 10% based on the Compensation Committee’s evaluation of the Company’s ESG achievements. The number of
shares so calculated should be rounded down to the nearest integral.
The Company’s TSR Relative to the TSR of S&P 500 IT Index
Ratio of Shares to Be Vested
Above the Index by X percentage points
50% + X*2.5%, with the maximum of 100%
Equal to the Index
50%
Below the Index by X percentage points
50% - X*2.5%, with the minimum of 0%
Note: TSR: Total Shareholder Return (including capital gains and dividends)
Restricted Rights of Employee Restricted
Stock
1. Upon the grant of the RSAs, the RSAs shall be deposited in a trust/custody account. Before the vesting conditions are fulfilled, the executives cannot
request the trustee/custodian to return to them the RSAs for any reasons or by any means.
2. During each vesting period, no executives granted RSAs may sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise
dispose of, any shares under the unvested RSAs.
3. Subject to the restrictions mentioned above, the rights of the executives with regard to the unvested RSAs granted under these Rules before the fulfillment
of the vesting conditions, including but not limited to the entitlement to any distribution regarding dividends, bonuses and capital reserve, and the
subscription right of the new shares issued for any capital increase, are the same as those of holders of common shares of the Company. The relevant
matters shall be handled in accordance with the RSA trust/custody agreement.
4. Before the vesting conditions are fulfilled, the attendance, proposal rights, speech rights, voting rights and any other shareholder rights shall be exercised
by the engaged trustee/custodian on the executives’ behalf.
5. During each vesting period, if the Company conducts a capital reduction for cash return, capital reduction for loss offset, or other non-statutory capital
reduction, the unvested RSAs shall be cancelled proportionally by the ratio of such capital reduction. If the Company conducts a capital reduction for cash
return, the returned cash shall be deposited in a trust/custody account and shall not be delivered to the executives until the vesting conditions are fulfilled;
otherwise, the cash will be returned to the Company.
Custody Status of Employee Restricted
Stock
1. Upon the grant of the RSAs, the RSAs shall be deposited in a trust/custody account. Before the vesting conditions are fulfilled, the executives cannot
request the trustee/custodian to return to them the RSAs for any reasons or by any means.
2. During the period when the granted RSAs are deposited in a trust/custody account, each executive must enter into an agreement authorizing the
Company to, among others, negotiate, execute, modify, extend, rescind, and terminate the trust/custody agreement with the trustee/custodian, and give
instructions to deliver, use, and dispose of any of the properties under the trust/custody, on their behalf, with full power and authority.
(Continued)
1. The Company will reclaim the granted RSAs and cancel the same at no extra cost to the Company, where an executive fails to meet the vesting conditions.
2. Voluntary Separation, separation with a severance, or involuntary discharge: Any unvested RSAs will be forfeited on the effective date of separation due to
a voluntary separation, separation with a severance, or involuntary discharge of such executives. The Company will reclaim the RSAs granted to them and
cancel the same at no extra cost to the Company.
3. Leave Without Pay: All the rights and obligations in connection with the unvested RSAs will not be affected as a result of executives taking extended leave
without pay. However, the actual number of shares that may be vested will not only be calculated according to the vesting conditions but also be prorated
based on the number of months of their service during the year prior to the applicable vesting day. If such executives are on leave without pay on any
vesting day, it shall be deemed that they fail to meet the vesting conditions, and the Company will reclaim the RSAs granted to them and cancel the same
at no extra cost to the Company.
4. Retirement: All the rights and obligations in connection with the unvested RSAs will not be affected as a result of an employee’s retirement. However, the
actual number of shares that may be vested shall be calculated according to the vesting condition, and the performance rating granted to them shall be
deemed “S”.
5. Employment Termination Due to Death or Physical Disability Caused by Occupational Accidents: The unvested RSAs shall be deemed immediately vested in
the case of death or physical disability due to an occupational accident, where the RSAs vested shall be based on the assumption that the Company’s TSR
equals to the TSR of S&P 500 IT Index and there is no further adjustment for the Company’s ESG achievements. In the case of death, the respective heir(s)
may apply for entitlement to those inheritable shares after completing all necessary legal procedures and providing relevant supporting documents. In the
case of physical disability caused by occupational injury, the vested RSAs will be received by such executives.
6. Position Transfer: Where any executives apply for transferring to any of the Company’s subsidiaries, affiliates, or other companies, the measures to
be taken with respect to their unvested RSAs will be the same as those specified in “Voluntary Separation”. Where any executives are assigned by the
Company to a position in any of the Company’s subsidiaries, affiliates, or other companies, all the rights and obligations in connection with the unvested
RSAs will not be affected as a result. However, subject to the vesting conditions, such executives shall continue working in the assigned subsidiaries,
affiliates, or other companies on the vesting dates. Otherwise, they will be considered to fail to meet the vesting conditions, and the Company will
reclaim the RSAs granted to them and cancel the same at no extra cost to the Company. With respect to the evaluation of the achievement of individual
performance goals, Chairman and Chief Executive Officer will determine whether the vesting conditions are met by reviewing the evaluation of the
executives’ performance provided by the assigned subsidiaries, affiliates, or other companies.
7. Where any executives declare to voluntarily relinquish the granted RSAs with a written statement, the Company will reclaim the RSAs granted to them and
cancel the same at no extra cost to the Company.
8. Where any executives, after being granted the RSAs, breach any agreement with the Company employment agreement or violate the Company’s work
rules, the Company will reclaim the RSAs granted to them and cancel the same at no extra cost to the Company.
9. Where any executives terminate or revoke their authorization given to the Company regarding the executive’s RSA trust/custody account, the Company will
reclaim their unvested RSAs and cancel the same at no extra cost to the Company.
Number of Employee Restricted Stock
Which Have Been Reclaimed
Number of Released Employee Restricted
Stock
0 share
0 share
Number of Unreleased Employee
Restricted Stock
1,387,000 shares
Ratio of Unreleased Employee Restricted
Stock to Total Issued Shares
0.00535%
Impact on Shareholders’ Interest
The potential dilution of the Company’s EPS is minimal; therefore, there is no material impact on shareholders’ interest.
Note: The printed date of this Annual Report.
082
083
4.6.2 Employee Restricted Stock Granted to Management Team and to Top 10 Employees
Unit: Share
As of 03/12/2022 (Note 1)
Title
Name
No. of Employee Restricted
Stock Granted
Employee Restricted Stock
as a Percentage of Shared
Issued (Note 2)
Restrictions Released
Restrictions Unreleased
No. of Shares
Issued Price (NT$)
Issued Amount
(NT$ thousands)
Released Shares as a
Percentage of Shares
Issued (Note 2)
No. of Shares
Issued Price (NT$)
Issued Amount
(NT$ thousands)
Unreleased Shares as a
Percentage of Shares
Issued (Note 2)
Chief Executive Officer
C.C. Wei
Vice President, Chief Financial
Officer/Spokesperson
Wendell Huang
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Management Team and
Employee
Vice President and General Counsel/
Corporate Governance Officer
Vice President
Vice President
Vice President and TSMC
Distinguished Fellow
Lora Ho
Wei-Jen Lo
Y.P. Chin
Y.J. Mii
J.K. Lin
J.K. Wang
Cliff Hou
Kevin Zhang
Sylvia Fang
Connie Ma
Y.L. Wang
Doug Yu
Vice President and TSMC Fellow
T.S. Chang
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President and Chief
Information Officer
Vice President
Vice President
Michael Wu
Min Cao
Marvin Liao
Y.H. Liaw
Simon Jang
C.S. Yoo
Jun He
Geoffrey Yeap
Chris Horng-Dar Lin
Jonathan Lee
Arthur Chuang
Vice President and TSMC Fellow
L.C. Lu
Vice President
Employee
K.C. Hsu
Y.C. Huang
1,387,000
0.00535%
0
0
0
0%
1,387,000
0
0
0.00535%
Note 1: The printed date of this Annual Report.
Note 2: The number of shares issued is based on the amended number of total shares approved by Ministry of Economic Affairs on November 23, 2021.
4.7 Status of New Share Issuance in Connection with Mergers and Acquisitions: None.
4.8 Funding Plans and Implementation
The funds raised by TSMC through issuances of domestic corporate bonds are used in accordance with respective funding plans and
actual needs. As of the end of the fourth quarter of 2021, the implementation of uncompleted plan was as follows:
Projects
Gross Proceeds
Use of Proceeds
Implementation Status
Unsecured Corporate Bond
(109-6, Green Bond)
NT$12 billion
Green buildings and
environmental protection
related expenditures
As of the end of the fourth quarter of 2021, the actual completion rate was 75.65% (calculated based on
actual payments), as compared to the original plan of 72.75% due to spending earlier than schedule. The
funds were used in accordance with the original plans and there was no major difference between the
expected benefits and the actual ones.
084
085
086
086
087
087
087
5. Operational Highlights
5.1 Business Activities
5.1.1 Business Scope
As the founder and a leader of the dedicated semiconductor foundry segment, TSMC provides a full range of integrated
semiconductor foundry services, including leading advanced process, specialty technologies, advanced mask technologies,
3DFabricTM advanced packaging and silicon stacking technologies, excellent manufacturing productivity and quality, as well
as comprehensive design ecosystem support, to meet a growing variety of customer needs. The Company strives to provide
unparalleled overall value to its customers and views customer success as TSMC’s own success. As a result, TSMC has gained
customer trust from around the world and has experienced strong growth and success of its own.
5.1.2 Customer Applications
TSMC manufactured 12,302 different products for 535 customers in 2021. These chips were used across a broad spectrum of
electronic applications, including computers and peripherals, information appliances, wired and wireless communication systems,
high-performance computing servers and data centers, automotive and industrial equipment, as well as consumer electronics such
as digital TVs, game consoles, digital cameras, AI-enabled IoT and wearables, and many other devices and applications.
The rapid ongoing evolution of end products prompts customers to pursue product differentiation using TSMC’s innovative
technologies and services and, at the same time, spurs TSMC’s own development of technology. As always, TSMC believes success
depends on leading rather than following industry trends.
5.1.3 Consolidated Shipments and Net Revenue in 2021 and 2020
Unit: Shipments (thousand 12-inch equivalent wafers) / Net Revenue (NT$ thousands)
Wafer
Domestic (Note 1)
Export
Others (Note 2)
Domestic (Note 1)
Total
Export
Domestic (Note 1)
Export
2021
Shipments
2,562
11,617
N/A
N/A
2,562
11,617
Net Revenue
172,814,551
1,232,485,722
13,055,166
169,059,598
185,869,717
1,401,545,320
2020
Shipments
2,038
10,360
N/A
N/A
2,038
10,360
Net Revenue
113,838,353
1,064,617,920
12,452,935
148,345,603
126,291,288
1,212,963,523
Note 1: Domestic means sales to Taiwan.
Note 2: Others mainly include revenue associated with packaging and testing services, mask making, design services, and royalties.
5.1.4 Production in 2021 and 2020
Unit: Capacity / Output (million 12-inch equivalent wafers) / Amount (NT$ millions)
Wafers
Capacity
13-14
12-13
Output
14-15
12-13
Amount
791,459
643,051
Year
2021
2020
088
5.2 Technology Leadership
5.2.1 R&D Organization and Investment
In 2021, TSMC continued to invest in research and
development, with total R&D expenditures amounting to 7.9%
of revenue, a level that equals or exceeds the R&D investment
of many other leading high-tech companies.
Faced with the continuous challenge to significantly scale up
semiconductor computing power every two years, thereby
extending Moore’s Law, the Company has focused its R&D
efforts on contributing to customers’ product success by
offering leading-edge technologies and design solutions.
In 2021, the Company started risk production of 3nm
technology, the sixth generation platform to make use of 3D
transistors, while continuing the development of 2nm, the
leading-edge technology in the semiconductor industry today.
Furthermore, the Company’s research efforts pushed forward
with exploratory studies for nodes beyond 2nm.
In addition to complementary-metal-oxide-semiconductor
(CMOS) logic, TSMC conducts R&D on a wide range of other
semiconductor technologies that provide the functionality
required by customers for mobile SoC and other applications.
Highlights in 2021 included:
● Qualifying the fifth generation (Gen-5) chip on wafer on
substrate (CoWoS®) with Si interposer area up to 2,500mm2,
which can accommodate at least two SoC logic and eight
HBM (high bandwidth memory) chiplet stacks
● Successfully qualifying InFO-PoP Gen-7 for mobile
applications with enhanced thermal performance
● Initiating high-volume manufacturing of integrated fan-out
on substrate (InFO-oS) Gen-3, which provides more chip
partition integration with larger package size and higher
bandwidth
● Expanding the 12-inch Bipolar-CMOS-DMOS (BCD)
technology portfolio on 90nm, 55nm, 40nm and 22nm,
targeting a variety of fast-growing applications of mobile
power management ICs with various levels of integration
● Maintaining stable high yield and achieving technical
qualification of 28nm eFlash for consumer electronics grade
and automobile electronics grade-1 applications
● Entering volume production of 40nm resistive random
access memory (RRAM), 28nm and 22nm nodes ready for
production as a low-cost solution for the price sensitive IoT
market
● Increasing productivity of 22nm magnetic random access
memory (MRAM), and achieved technical qualification
in 2021, for next generation embedded memory MCUs,
automotive devices, IoT and AI applications
● Achieving 13% pixel size scaling down on Quad Phase
Detection (QPD) CMOS image sensors structure for the
mobile imaging market.
In 2021, TSMC developed or introduced the following
technologies:
Logic Technology
● 3nm fin field-effect transistor (FinFET) (N3) technology
development is on track and making good progress. Volume
production is expected to start in the second half of 2022.
● N3E technology, an enhanced version of N3 technology,
development is on track and making good progress.
This technology will continue to provide industry-leading
advantages for both mobile and high-performance
computing applications. N3E volume production is scheduled
for one year after N3.
● 4nm FinFET (N4) technology, an enhanced version of 5nm
FinFET (N5) technology, started risk production for customer
products in 2021 and volume production is expected in 2022.
● 4nm FinFET Plus (N4P) technology development is on track
and making good progress. Risk production is expected to
start in 2022.
● N4X technology, introduced in 2021, is TSMC’s first
high performance computing (HPC)-focused technology,
representing the ultimate performance and maximum clock
frequencies in TSMC’s 5-nanometer family. Risk production is
expected in the first half of 2023.
● 5nm FinFET Plus (N5P) technology, a performance-enhanced
version of 5nm technology (N5), started volume production
in 2021.
● 6nm FinFET (N6) technology, which started volume
production in 2020, was widely adopted in mobile, high
performance computing, and consumer products in 2021.
● 7nm FinFET (N7) and 7nm FinFET plus (N7+), which
have been in volume production for customers’ 5G and
high-performance computing products for several years,
expanded to consumer and automotive products in 2021.
● 12nm FinFET compact plus (12FFC+) technology started
volume production in the first quarter of 2021.
● N12eTM technology, which leverages TSMC’s 12FFC+
baseline and IP ecosystem, introduced new ultra-low-leakage
extreme high threshold voltage (eHVT) devices in 2021.
089
● 22nm ultra-low leakage (22ULL) technology introduced new
enhanced low leakage and cost-effective devices in 2021,
further enriching this platform to support customers in
broader applications.
Specialty Technology
● 5nm automotive foundation IPs development is on track and
making good progress. These IPs are expected to complete
AEC-Q100 Grade-2 qualification in 2022.
● N6 radio frequency (N6 RF) technology completed
development in 2021. Customer product tape-outs are
expected to start in 2022.
● 16FFC FinFET compact (16FFC) RF technology received
multiple customer tape-outs in 2021.
● 22ULL RF technology started volume production in 2021,
covering consumer and automotive applications.
● 22ULL embedded RRAM technology, TSMC’s second
generation RRAM solution, features balanced cost and
reliability. Several customers qualified products with this
technology and ready for production in 2021.
● 22ULL embedded MRAM technology IPs completed
qualification for over one million cycles endurance and reflow
capability in 2021. This technology demonstrated automotive
AEC-Q100 Grade-1 capability and has started volume
production for customer wearable products for several years.
● 28nm ULL eFlash technology, which completed AEC-Q100
Grade-1 reliability qualification, qualified security products in
2021 for customer volume production.
● 40nm Silicon on Isolator (N40SOI) technology on 12-inch
wafers, which provides industry-leading competitive
advantages, received multiple customer tape-outs in 2021
and is expected to start volume production in 2022.
● 12-inch 90nm Bipolar-CMOS-DMOS (BCD) Plus technology
passed qualification in 2021. TSMC helped customers
complete new tape-outs and started volume production for
this technology in 2021.
● Gallium Nitride (GaN)-on-Silicon Gen-1 technology platform
was further enhanced in 2021 to support customers’ various
market applications. Gen-2 technology is under development
and with completion planned for 2022.
● CMOS Image Sensor (CIS) technology was further refined
to support the strong demand in advanced smartphone
cameras. In 2021, TSMC helped customers roll out products
with the smallest pixel size in the world.
● TSMC successfully used piezoelectric MEMS (micro
electro-mechanical systems) technology to support customers
in delivering single chip MEMS speakers in 2021.
3DFabricTM - TSMC 3D Silicon Stacking and Advanced
Packaging Technologies
● For TSMC-SoICTM (System on Integrated Chip) for 3D silicon
die stacking technologies, TSMC successfully demonstrated
Chip on Wafer (CoW) technology with good electrical
performance on heterogeneous integration of SRAM with
logic on a customer product in 2021.
● CoWoS®-S (Chip on Wafer on Substrate with silicon
interposer), featuring a new embedded deep trench
capacitor (eDTC) option and an interposer up to 3-reticle
size, was qualified to enable more logic and high band width
memory (HBM) integration for customers’ high performance
computing applications in 2021.
● CoWoS®-R (Chip on Wafer on Substrate with redistribution
layer interposer) technology was qualified in 2021.
● Fine pitch copper (Cu) bump technology for flip chip
packaging on N4 silicon successfully entered risk production
in 2021.
In 2021, TSMC maintained strong partnerships with many
world-class research institutions, including SRC in the U.S.
and IMEC in Belgium. The Company also continued to expand
research collaboration with leading universities throughout
the world for two grand purposes: the advancement of
semiconductor technologies and the nurturing of human talent
for the future.
R&D Expenditures
Amount: NT$ thousands
5
5
7
,
4
3
7
,
4
2
1
9
8
0
,
6
8
4
,
9
0
1
2020
2021
8
2
4
,
2
3
0
,
3
2
01/01/2022~
02/28/2022
5.2.2 R&D Accomplishments in 2021
Highlights
● 3nm Technology
In 2021, TSMC established platform support of N3 technology
for both HPC and SOC applications, started risk production,
and planned to launch volume production in the second half
of 2022. The Company also started the development of the
N3E technology, which features an improved manufacturing
process window and better performance and power, with
volume production scheduled for one year after N3.
● 2nm Technology
TSMC entered the development stage of 2nm technology in
2021, focusing on test vehicle design and implementation,
mask making, and Si pilot runs. Major progress was made in
enhancing baseline process setup, transistor and interconnect
performance.
● Lithography Technology
In 2021, TSMC R&D achieved solid imaging with improved
wafer yield for 3nm risk production. The Company also
enhanced EUV application, material quality and planarization
for 2nm technology development. In addition, TSMC R&D
worked on reduction of mask defects in EUV scanner and
overlay errors, while lowering overall cost.
The Company’s EUV program continued to make
breakthroughs in EUV power output and stability, thereby
further boosting productivity, with further progress made in
EUV lithography process control, photoresist materials mask
pellicle and mask manufacturing quality, thus improving yield
to achieve HVM (high volume manufacturing) requirements.
In the future, the Company will continue the research of
next generation product manufacturing and energy saving
opportunities for the EUV program’s long-term goal of Net
Zero Emissions by 2050.
● Mask Technology
In 2021, R&D focused on improving Critical Dimension and
overlay performance of EUV masks to meet the lithography
requirement of the 3nm node. Continuous advancement was
made for EUV mask technology by fundamental development
of mask materials and mask processes for the 2nm node.
Integrated Interconnect and Packaging
TSMC has named its fine pitch chip-to-chip connection
leveraging existing wafer processes, the 3DFabricTM, which
includes Integrated Fan-Out (InFO) with chips embedded
before interconnection, CoWoS® with chips placed onto
pre-made RDL (re-distribution interconnection), and SoIC with
chip-on-chip direct stacking.
TSMC offers a universal wafer level system integration (WLSI)
technology family, including SoIC, system-on-wafer (SoW),
and system-on-integrated-substrate (SoIS) to meet future
computing systems integration scaling needs.
● 3DIC and TSMC-SoICTM
TSMC-SoICTM is an innovative wafer-level frontend 3DIC
chip stacking platform with outstanding bonding density,
interconnect bandwidth, power efficiency, and thin profile.
It extends Moore’s Law through system-level scaling with
sustainable performance gains and corresponding cost
benefits. A SoIC integrated chip can be subsequently
assembled using conventional packages or using TSMC’s new
3DFabricTM technologies, such as CoWoS® or InFO, for next
generation HPC, AI and mobile applications. Currently, TSMC’s
SoIC process is targeted to complete initial qualification in the
second half of 2022. TSMC will continue pursue the scaling
of SoIC technologies to align with the Company’s advanced Si
technologies for further gains in transistor density, system PPA
(power, performance, area) and cost.
● Chip-Last CoWoS®
CoWoS® with Si interposer is the leading 2.5D technology for
high-end HPC and AI product applications. The technology
features a Si interposer with sub-micron routing layers and
iCap (integrated capacitors), so that various chiplets such as
SoC and high bandwidth memory (HBM) can be placed on it.
The CoWoS® Gen-5 with a Si interposer area up to 2,500mm2
to accommodate at least two SoC logic and eight HBM stacks
was qualified in 2021. The new HBM3 (third generation HBM)
certification on CoWoS® will be a major focus for TSMC in
2022.
● Chip-First InFO
In 2021, TSMC continued its industry leadership in
high-volume manufacturing of InFO-PoP Gen-6 packaging for
mobile applications and InFO-oS Gen-3 for HPC chip-partition
applications. InFO-PoP Gen-7 was also successfully qualified
for mobile applications and displayed enhanced thermal
performance. InFO-oS Gen-4, which provides more
chip-partition integration with larger package size and higher
bandwidth, was developed on schedule.
090
091
● Advanced Interconnect
By enabling leading-edge technologies, TSMC’s advanced
interconnect continues to help our customers to strengthen
their competitiveness. In 2021, development of novel materials
enabled line resistance and capacitance reduction, which
led to a boost in chip performance. In addition, innovative
interconnect design on signal routing and power was
proposed, which not only improves chip performance but also
reduces cost.
Corporate Research
Innovation in devices and materials continues to drive higher
performance and reduced power consumption in advanced
logic technologies. In 2021, in collaboration with two leading
universities, TSMC successfully demonstrated a contact with
record low resistance between semi-metallic bismuth (Bi) and
semiconducting monolayer two-dimensional (2D) transition
metal dichalcogenides (TMDs), which enabled demonstration
of the highest on-state current density for a monolayer MoS2
2D transistor. News of this breakthrough was published in the
May 2021 issue of Nature, one of the world’s leading science
journals. At the 2021 International Electron Device Meeting
(IEDM), TSMC showcased another contact with further
improved thermal stability, comparably low contact resistance,
which also received good press coverage.
TSMC continues to research emerging high-density,
non-volatile memory devices and hardware accelerators
for AI and HPC applications. In close collaboration with
key U.S. universities, several papers on the use of RRAM
for compute-in-memory were presented at high-profile
conferences including the International Solid-State Circuits
Conference (ISSCC) and the Symposia on VLSI Technology
and Circuits (Symp. VLSI). A memory selector is a key device to
enable high density non-volatile memories. At the 2021 Symp.
VLSI, TSMC demonstrated a high-performance arsenic-free
Germanium-Carbon-Tellurium (GeCTe)-based threshold-type
selector with record high endurance over 1011 cycles together
with low threshold voltage ~1.3V and low leakage current
~5nA. At the 2021 IEDM, TSMC further introduced a
nitrogen doped GeCTe selector that is BEOL (back end of
line) compatible and has ultra-low cycle-to-cycle variation of
threshold voltage. Also at the 2021 Symp. VLSI, the Company
presented several novel techniques to achieve the multi-level
cell (MLC) data storage for neural network applications,
including an MLC phase change memory (PCM) with retention
time improved by a factor of 100,000 while keeping the
inference accuracy degradation within 3%.
Specialty Technologies
TSMC offers a broad array of technologies to address a wide
range of applications:
● Mixed Signal/Radio Frequency (MS/RF)
With the advent of the 5G mmWave (millimeter wave)
era, TSMC has already delivered a number of competitive
technology solutions leveraging RF design-technology
co-optimization (DTCO). In 2021, TSMC continued to offer
6nm RF technology for 5G transceiver designs, 40nm special
process for 5G RF frontend module (FEM) in sub-6 GHz
designs, and 28nm HPC+ process for 5G mmWave FEM
designs.
● Power IC/Bipolar-CMOS-DMOS (BCD)
In 2021, TSMC expanded its 12-inch BCD technology portfolio
on 90nm, 55nm, 40nm and 22nm, targeting a variety of
fast-growing applications for mobile power management ICs,
such as dedicated 5V power switches to handle increasing
power demands driven by Li-ion batteries. Production of 90nm
BCD technology started smoothly, covering a wide spectrum
of applications from 5V to 35V, as did mass production of
40nm BCD 20/24V technology with ultra-low-power baseline,
integrated RRAM module. The Company plans to continue
developing 28V and 5-16V HV devices to cover more PMIC
applications.
● Micro-Electromechanical Systems (MEMS)
TSMC’s piezoelectric MEMS technology was qualified to
produce MEMS speakers with high audio quality and fast
response in 2021. Future plans include the development of
next-generation high-sensitivity piezoelectric microphones,
total solutions for MEMS optical image stabilization (OIS)
systems on 12-inch wafer, medical single chip ultrasound
probes and automotive MEMS applications.
● Gallium Nitride (GaN)
In 2021, TSMC qualified an improved version of the first
generation of 650V enhanced GaN high electron mobility
transistors (E-HEMT) and went into full load mass production
with over 130 adaptors launched in the market. The Company
continues to expand production capacity to meet customer
demand. The second generation of 650V and 100V power
E-HEMT, both with 50% FOM (figure of merit) improvement,
will start production in 2022. The 100V depleted GaN high
electron mobility transistor (D-HEMT) completed device
development and will start production in 2022. In addition,
TSMC started the development of the third generation 650V
power E-HEMT with delivery expected in 2025.
● Complementary Metal-Oxide-Semiconductor (CMOS)
Image Sensors
In 2021, TSMC made several major technical advances in
CMOS image sensor technology including: (1) 13% pixel size
scaling down on innovative quad phase detection (QPD) sensor
structure for the mobile imaging market; (2) implementation of
pixel-embedded 3D high density metal-insulator-metal (MiM)
capacitors on dual conversion-gain and LOFIC (lateral overflow
integrating capacitor) image sensors for high-dynamic-range
machine vision and security camera applications; (3) production
of a new generation automotive image sensors with 25dB
higher dynamic range and three times lower dark current than
those of previous generations, and the enablement of ADAS
(advanced driver assistance systems) capability.
● Embedded Flash/Emerging Memory
TSMC reached several major milestones in embedded
non-volatile memory (NVM) technologies in 2021. At the
28nm node, the Company’s embedded flash development for
high-performance (HP) mobile computing and HP low-leakage
platforms maintained a stable high yield and achieved technical
qualification for consumer electronics grade and automotive
grade-1 applications. These NVMs are scheduled for technical
and product qualification in automotive highest grade-0 in
2023. TSMC also offered RRAM as a low-cost embedded NVM
solution for the price sensitive IoT market. The Company’s
40nm node entered mass production, while the 28nm and
22nm nodes were ready for production.
The Company also made several major accomplishments in
embedded MRAM technology. Productivity was increased in
the mass production of 22nm node MRAM by simplifying
integration processes, with technical qualification in 2021.
Stable high yield was maintained in the 16nm node for
automotive applications, with technical qualification expected
in 2023. Meanwhile, TSMC achieved proof of feasibility of
multi-function MRAM to meet customer requirements for
high-speed and low power consumption in MCUs, AI, and VR
applications.
5.2.3 Technology Platform
TSMC provides customers with advanced technology
platforms that include the comprehensive infrastructure
needed to optimize design productivity and cycle times. These
include: electronic design automation (EDA) design flows;
silicon-proven libraries and IP; and simulation and verification
design kits, also known as process design kits (PDKs), and
technology files.
For the latest advanced technologies such as 3nm, 4nm, 5nm
and TSMC 3DFabricTM, the Company provides EDA tools,
features and IP solutions for adoption at various design stages
by customers for system innovation to meet their product
requirements. To help customers plan new product tape-outs
incorporating library/IP from the Company’s Open Innovation
Platform® (OIP) ecosystem, the OIP ecosystem features a portal
to connect customers to solution providers from 16 EDA
partners, six Cloud partners, 46 IP partners, 22 design center
alliance (DCA) and eight value chain aggregator (VCA) partners.
5.2.4 Design Enablement
TSMC’s technology platforms provide a solid foundation to
facilitate the design process. Customers can design using
the Company’s internally developed IP and tools or use tools
available from TSMC’s OIP partners.
Tech Files and PDKs
EDA tool certification, an essential element for IP and customer
designs to ensure that features meet TSMC process technology
requirements, can be found on TSMC-OnlineTM. Corresponding
tech files and PDKs are available for customers to download
and use with certified EDA tools. TSMC provides a broad range
of PDKs for digital logic, mixed-signal, radio frequency (RF),
high-voltage driver, CMOS image sensor (CIS) and embedded
flash technologies across a range of nodes from 0.5µm to
3nm. In addition, the Company provides tech files for design
rule checking (DRC), layout verification of schematic (LVS),
resistance-capacitance (RC) extraction, automatic place and
route, and a layout editor to ensure that process technology
information is accurately represented in EDA tools. By 2021,
TSMC had provided customers more than 38,000 tech files and
2,600 PDKs.
Library and IP
Silicon intellectual property (IP) is the basic building block of
IC designs. Various IP types are available to support different
customer design applications including: foundation, analog/
mixed-signal, embedded memory, interface and soft IP. TSMC
and its alliance partners offer customers a rich portfolio of
reusable IPs, which are building blocks for many circuit designs.
To support 3DIC customer needs, TSMC introduced 3DIC IP in
2019. In 2021, the Company expanded its library and silicon IP
portfolio to contain more than 40,000 items, a 14% increase
over 2020.
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Design Methodology and Flow
Design reference flows are built on top of certified EDA tools
to provide additional design flow methodology innovations
that can help boost productivity. In 2021, TSMC addressed
critical design challenges associated with the new 3nm and
4nm technologies through OIP collaboration and announced
the availability of design reference flows for mobile and HPC
platforms. In addition to process technology advancements,
the Company continued to develop and offer TSMC
3DFabricTM design solutions for both 3D chip stacking and
2.5D advanced packaging technologies. For 3D chip stacking,
the Company offers TSMC-SoICTM design solutions; for 2.5D
advanced packaging, TSMC updated its InFO and CoWoS®
design solutions to improve design productivity. These design
reference flows feature FinFET-specific and 3DFabricTM design
solutions to optimize PPA (performance, power and area).
5.2.5 Intellectual Property
For a long time, TSMC has been protecting R&D innovation and
operation development by way of utilizing patents and trade
secrets as dual tracks under the established comprehensive
IP management system, encouraging Company’s innovation
culture, and strengthening Company’s competitive strengths so
as to fulfill the Company’s ESG vision. TSMC’s General Counsel
updates the Board of Directors on the status of the intellectual
property management scheme.
TSMC’s comprehensive patent management system includes:
Patent management strategies, such as Global patent
deployment, Exploratory invention mining, Patent portfolio
expansion, and Patent exploitation and exercise; and Patent
management rules, such as Tier-based IP evaluation, Patent
competition rewards, Educational patent promotion, and
Patent professional training. We have established technological
patent road maps by way of innovative patent strategy,
strict management and risk-control measures; analyzed and
monitored competitors by using intelligent patent maps;
conducted core technology mining through invention
workshops; expanded patent families on key technologies; filed
and maintained patents by tier-based management, further
enhanced patent protection through quality control on patent
applications and continued to construct massive global patent
portfolio with high quality; and, diversified exploitation of
patent assets. In terms of patent filings, TSMC has accumulated
more than 71,000 patent applications worldwide as of end
of 2021, including 8,800+ applications filed in 2021. TSMC
ranked No.3 among global US patent applicants, and No.1
among patent applicants in Taiwan. In terms of patent grants,
TSMC has accumulated 50,000+ patents worldwide as of
end of 2021, including 5,100 global patents received. TSMC
ranked No.4 among U.S. Patentees, and No.1 among patent
patentees in Taiwan. In terms of patent quality, the allowance
rate of TSMC’s U.S. applications approached 100%.
In 2013, TSMC pioneered the trade secret registration (TSR)
system and the Golden Trade Secret Awards. Meanwhile, TSMC
continues to consistently innovate trade secret management
(TSM) services and methods. The TSR system records a wealth
of technological inventions and innovations, and is a patent
mining treasure trove. The TSR system also contains business
trade secrets relating to capacity planning, pricing strategy, etc.
The TSR system strengthens the Company’s overall competitive
advantage by operating in tandem with the Company
operating systems, including the Contract Management System
and Human Resource Management System to maximize
synergy. TSMC presents the coveted “Golden Trade Secret
Award” to distinguished innovators of registered trade secret
cases, selected only after rigorous review to effectively promote
the Company’s innovative culture. As of the end of 2021,
more than 1,900 Golden Trade Secret Awards have been
granted and over 160,000 technical or commercial trade
secrets have been registered on the TSR system. Through the
following innovative measures, implemented in 2021, TSMC
has continued to realize its vision of sustainable operations:
(1) A “Green Trade Secret Award” initiative has been launched
to encourage more innovation and registration of trade
secrets with significant contribution to the area of energy
management, water management, waste management, air
pollution prevention; (2) A “Supply Chain Strategic Partners’
Trade Secret Management Sharing” public service project has
been initiated to strengthen the soft power of a sustainable
supply chain. Meanwhile, TSMC also shares and promotes
its TSM system and experiences with members of the Taiwan
Semiconductor Industry Association to raise the industry’s
awareness and effectiveness of TSM. As a good corporate
social citizen, TSMC will continue to initiate TSM innovation,
and promote further sharing in the future.
TSMC received a AAA (the highest tier) certificate by Taiwan
Intellectual Property Management System (TIPS) in December
2021, valid for 3 years.
TSMC’s IP team works closely with technical teams from R&D
in early stage to mass production, and actively constructs
IP portfolio for each key innovative technology, including
the latest 3nm and 2nm technology nodes, so as to ensure
Company’s technology leadership in semiconductor field;
TSMC’s revenue reached historical highs for 12 consecutive
years, and we utilize patents and trade secrets as dual tracks to
successfully protect Company’s main business including process
technologies, designs, manufacturing and sales, and have been
strategically utilized for defense and cross-license negotiation,
so as to secure freedom of business operation worldwide.
5.2.6 TSMC University Collaboration Programs
In recent years TSMC has collaborated closely with a number
of prestigious universities in Taiwan to carry out a variety of
joint research projects. These collaborations encourage more
university professors to conduct leading-edge semiconductor
research in areas such as novel devices, process and materials
technologies, semiconductor manufacturing and engineering,
and specialty technologies for electronic applications.
Meanwhile, these projects provide hands-on training for
interested students to prepare for and join the semiconductor
industry after graduation. Back in 2013, TSMC established
research centers at four top universities in Taiwan – National
Yang Ming Chiao Tung University, National Taiwan University,
National Cheng Kung University and National Tsing Hua
University. In the past eight years, more than 3,200 students
with backgrounds in the disciplines of electronics, physics,
materials, chemistry, chemical engineering, and mechanical
engineering have joined the research centers. TSMC also
proactively supports the establishment of research colleges
at four top universities and will continuously sponsor
advanced research in the semiconductor field as well as
professor recruitment. In 2019, the Company jointly launched
TSMC-NTHU Semiconductor Program to enhance the quality
and number of domestic semiconductor students and attract
more outstanding students to a career in the semiconductor
industry. In 2021, the list of school partners had grown
to eight universities, including National Taiwan University,
National Cheng Kung University, National Yang Ming Chiao
Tung University, National Taipei University of Technology,
National Taiwan University of Science and Technology, National
Central University, and National Sun Yet San University, and
had attracted more than 2,000 students to enroll in the
program. In addition, TSMC conducts strategic research
projects at top overseas universities such as Stanford, MIT,
UC Berkeley and so on. The focus is on innovative capabilities
in transistors, interconnect, materials, device simulation and
circuit design.
TSMC University Shuttle Program
The TSMC University Shuttle Program was established to
provide professors at leading research universities worldwide
with access to the advanced silicon process technologies
needed to develop innovative circuit design concepts. In 2021,
as the COVID-19 pandemic continued to spread, remote and
contactless work accelerated global industrial transformation,
but it also worsened the global chip shortage. Nevertheless,
TSMC continued the University Shuttle Program that links
motivated professors and graduate students with enthusiastic
managers at TSMC in order to promote excellence in the
development of advanced silicon design technologies and
to nurture new generations of engineering talents in the
semiconductor field. The University Shuttle Program provides
access to TSMC silicon process technologies for digital and
analog/mixed-signal circuits, RF designs, non-volatile memory
design and ultra-low power designs. TSMC and the University
Shuttle Program participants enjoy a win-win collaboration
through the program, which allows graduate students to
implement exciting designs and achieve silicon proof points for
innovation in various end-applications.
5.2.7 Future R&D Plans
To maintain its technology leadership, TSMC plans to
continue investing heavily in R&D. While TSMC’s 3nm and
2nm advanced CMOS logic nodes are progressing through
the development pipeline, the Company’s reinforced
exploratory R&D work is focused on beyond-2nm nodes and
on areas such as 3D transistors, new memories and low-R
interconnect, to establish a solid foundation to feed into future
technology platforms. TSMC’s 3DIC advanced packaging R&D
is developing innovations in subsystem integration to further
augment advanced CMOS logic applications. The Company
has intensified its focus on new specialty technologies such
as RF and 3D intelligent sensors, aiming at 5G and smart IoT
applications. The corporate research function continues to
focus on novel materials, processes, devices, and memories
that may be adopted in eight to ten years and beyond. The
Company also continues to collaborate with external research
bodies from academia and industry consortia alike with
the goal of gaining early awareness and adoption of future
cost-effective technologies and manufacturing solutions for
its customers. With a highly competent and dedicated R&D
team and its unwavering commitment to innovation, TSMC
is confident in its ability to drive future business growth
and profitability for years to come by delivering competitive
semiconductor technologies to its customers.
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excellence in both quality and manufacturing, TSMC’s process
control systems have been integrated with numerous intelligent
functions. Through intelligent detection, smart diagnosis, and
cognitive action, the Company has demonstrated remarkable
results in yield enhancement, quality assurance, workflow
improvement, fault detection, cost reduction and shortening of
the R&D cycle.
In the meantime, with the advent of the 5G era’s stricter
quality requirements for mobile, high performance computing
(HPC), automotive and the Internet of Things (IoT), TSMC has
further implemented artificial intelligence (AI) and machine
learning technologies and integrated foundry know-how to
build up a knowledge-based engineering analysis platform
and leverage digital transformation to continuously optimize
engineering performance.
5.3.3 Agile and Intelligent Operations
The Company’s sophisticated, agile and intelligent operating
systems continue to drive manufacturing excellence. TSMC
has integrated intelligence of processes, machine tuning,
manufacturing know-how, and AI technologies to create
an intelligent manufacturing environment. Intelligent
manufacturing technologies are widely applied in scheduling
and dispatching, employee productivity, equipment
productivity, process and equipment control, quality defense,
and robotic control in order to optimize quality, productivity,
efficiency, and flexibility, while achieving real-time information
analysis, improving forecast capability, maximizing cost
effectiveness, and accelerating overall innovation. TSMC
has also integrated new applications such as intelligent
mobile devices, IoT, and mobile robots, and combined with
intelligent automated material handling systems (AMHS) to
consolidate wafer manufacturing data collection and analysis,
utilize manufacturing resource efficiently, and maximize
manufacturing effectiveness. TSMC continues to intellectualize
semiconductor production through AI that utilizes massive
amounts of production data to achieve agile and intelligent
operations. In addition, the Company has implemented
augmented reality (AR) technology to diagnose remote
equipment problems, and improve equipment installation
efficiency during the pandemic period.
Summary of TSMC’s Major Future R&D Projects
Project Name
Description
Risk Production
(Estimated
Target
Schedule)
3nm logic technology
platform and applications
6th generation 3D CMOS technology
platform for SoC
2021
Beyond-3nm logic
technology platform and
applications
3DIC
Next-generation
lithography
Long-term research
3D CMOS technology platform for SoC
2024
Cost-effective solutions with better form
factor and performance for System-in-
Package (SiP)
EUV lithography and related patterning
technology to extend Moore’s Law
Specialty SoC technology (including new
NVM, MEMS, RF, analog) and transistors
with 8 to 10 years horizon
2018 - 2022
2018 - 2022
2018 - 2026
The projects above account for roughly 80% of the total R&D budget for 2022. Total R&D budget is
estimated to be around 8% of 2022 revenue.
5.3 Manufacturing Excellence
5.3.1 GIGAFAB® Facilities
Maintaining reliable production capacity is TSMC’s key
manufacturing strategy. The Company currently operates four
12-inch GIGAFAB® facilities – Fab 12, 14, 15 and 18. The
combined capacity of the four facilities exceeded ten million
12-inch wafers in 2021. Production within these facilities
support 0.13µm, 90nm, 65nm, 40nm, 28nm, 20nm, 16nm,
10nm, 7nm and 5nm process technologies, including each
technology’s sub-nodes. 3nm risk production is currently on
track at Fab 18, with plans to start volume production in the
second half of 2022. Besides, an additional portion of capacity
is built at Fab 12 for R&D work on leading-edge manufacturing
technologies, which currently supports the technology
development of 2nm nodes and beyond.
The GIGAFAB® facilities are coordinated by a centralized
management system known as super manufacturing
platform (SMP) to provide customers with consistent quality
and reliability, improved flexibility to cope with demand
fluctuations, faster yield learning and time-to-volume
production, as well as lower-cost product requalification.
5.3.2 Engineering Performance Optimization
As advanced technology continues to evolve and IC geometry
keeps shrinking, the need for tighter process and quality
control becomes extremely challenging for manufacturing.
TSMC’s unique manufacturing infrastructure is tailored to
handle a diversified product portfolio, which uses strict process
control to attain tightened specs and meet higher product
quality, performance and reliability requirements. To achieve
5.3.4 Digital Transformation
Slurry, Pad, Disk
To meet the strong, pent-up demand of the ongoing pandemic
era, TSMC continues to implement technology to transform
the “automatic fab” into the “intelligent fab,” with the
simultaneous improvement of the product quality, equipment
capacity, and personnel effectiveness. Intelligent fab has integrated the domain knowledge of semiconductor manufacturing,
kept the system self-learning, and expanded the application of AI and machine learning, which includes dispatching, equipment
tuning, process control, equipment diagnosis and maintenance, and quality inspection. As the result, today’s engineers can focus
on problem solving. This digital transformation platform will free up the limitations of workplace, combine the expertise of those in
different locations, and make centralized management of global manufacturing a reality.
5.3.5 Raw Materials and Supply Chain Management
In 2021, TSMC continued to review and resolve supply issues and quality issues as well as potential supply chain risks through the
collaboration of teams formed by fab operations, quality control and business organizations. TSMC also worked with suppliers to
further advance material and process innovation, improve quality and create recycling savings with benefits from win-win solutions.
Raw Materials Supply
Major Materials
Major Suppliers
Market Status
Procurement Strategy
Raw Wafers
FST
GlobalWafers
SEH
Siltronic
SK siltron
SUMCO
Chemicals
Lithographic
Materials
Gases
Air Liquide
BASF
DuPont
Entegris
Fujifilm Electronic Materials
Kanto PPC
Kuang Ming
Merck
RASA
Shiny
Tokuyama
Wah Lee
3M
Fujifilm Electronic Materials
JSR
Nissan
Shin-Etsu Chemical
Sumitomo Chemical
T.O.K.
Air Liquide
Air Products
Central Glass
Entegris
Linde LienHwa
Praxair
SK Materials
Taiwan Material Technology
Taiyo Nippon Sanso
3M
AGC
Cabot Microelectronics
DuPont
Fujibo
Fujifilm Electronic Materials
Fujimi
These 6 suppliers together provide over 90% of the world’s
raw wafer supply.
● TSMC’s suppliers of silicon wafers are required to pass stringent quality certification
procedures.
● TSMC procures wafers from multiple sources to ensure adequate supplies for volume
manufacturing and to appropriately manage supply risk.
● Raw wafer quality enhancement programs are in place to support TSMC’s technology
advancement.
● TSMC regularly reviews the quality, delivery, cost, sustainability and service performance
of its wafer suppliers. The results of these reviews are incorporated into subsequent
purchasing decisions.
● A periodic audit of each wafer supplier’s quality assurance system ensures that TSMC
can maintain the highest quality in its own products.
● TSMC takes various approaches with suppliers to better manage the cost and supply.
● Most suppliers have relocated their new operations closer to TSMC’s major
manufacturing facilities, thereby significantly improving procurement logistics and
reduce supply risk.
● All supplied products are regularly reviewed to ensure that TSMC’s specifications are
met and product quality is satisfactory.
● TSMC encourages and engages with chemical suppliers to implement innovative green
solutions for waste reduction.
These 12 companies are the major worldwide suppliers of
chemicals.
These 7 companies are the major worldwide suppliers of
lithographic materials.
● TSMC works closely with suppliers to develop materials that meet all application and
cost requirements.
● TSMC and suppliers periodically conduct programs to improve their quality, delivery,
sustainability and green policy, and to ensure continuous progress of TSMC’s supply
chain.
● Some major suppliers have relocated or plan to replicate their manufacturing sites
closer to TSMC’s major manufacturing facilities, thereby significantly improving
procurement logistics and reducing supply risks.
These 9 companies are the major worldwide suppliers of
specialty gases.
● The majority of these suppliers have facilities in multiple geographic locations, which
minimizes supply risk for TSMC.
● TSMC conducts periodic audits to ensure that they meet TSMC’s standards.
These 7 companies are the major worldwide suppliers of
CMP (Chemical Mechanical Polishing) materials.
● TSMC works closely with suppliers to develop materials that meet all application and
cost requirements.
● TSMC and suppliers periodically conduct programs to improve their quality, delivery,
sustainability and green policy, and to ensure continuous progress of TSMC’s supply
chain.
● Most suppliers have relocated or plan to replicate some of their manufacturing sites
closer to TSMC’s major manufacturing facilities, thereby significantly improving
procurement logistics and reducing supply risks.
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Suppliers Accounting for at Least 10% of Annual Consolidated Net Procurement
Unit: NT$ thousands
Supplier
Company A
Company B
Company C
Others
Total Net Procurement
Procurement Amount
2021
As % of 2021 Total
Net Procurement
Relation to TSMC
Procurement Amount
As % of 2020 Total
Net Procurement
Relation to TSMC
2020
14,469,081
13,352,067
7,784,013
35,181,148
70,786,309
20%
19%
11%
50%
100%
None
None
None
-
-
13,144,243
11,010,731
6,445,912
35,959,770
66,560,656
20%
17%
10%
53%
100%
None
None
None
-
-
● Reason for Increase or Decrease: No significant change.
5.3.6 Quality and Reliability (Q&R)
TSMC strives to provide excellence in semiconductor manufacturing services to all its customers worldwide. The Company
is dedicated to quality in every facet of its business and maintains a culture of continuous improvement to assure customer
satisfaction. TSMC implements containment and preventive measures to protect customers from potential product defects.
In the technology development stage, the Q&R organization helps customers design in superior product reliability. In 2021, Q&R
worked with R&D in advanced logic, specialty and advanced packaging technologies throughout development and qualification
stages continuously to ensure meeting commitments to customers for device characteristics, process yield and product reliability.
For advanced logic technology, Q&R in 2021 successfully certified technology quality and reliability for risk production of 4nm
FinFET, an enhanced version from 5nm. For specialty technologies, Q&R successfully completed IP qualification of 40nm embedded
RRAM (resistive random access memory). In high voltage technologies, Q&R qualified second generation 0.5µm 650V GaN.
In addition, TSMC’s advanced packaging solutions enabled system improvement of the wafer level process by integrating the
frontend wafer process and the backend chip packaging. In 2021, Q&R achieved qualification of the TSMC 3DFabricTM technology
platform and successfully qualified larger scale InFO and CoWoS® technologies for HPC products and to provide better system level
integration through heterogeneous chip package interaction.
To continuously reduce product defects, enhance process controls, facilitate early detection of abnormalities and prevent quality
problems, Q&R collaborates with other operational entities to establish real-time defense systems using advanced statistical methods
and quality tools. Since 2017, the Company’s Q&R and fabs have worked together on enhancements for automotive product quality
improvement, including design rule implementation and migration to Automotive Quality System 2.0. This covers process capability
requirements to tighten in-line and wafer acceptance testing in fabs and the handling of maverick wafers and lots. Q&R also
provides dedicated resources for field/line return analysis and timely physical failure analysis (PFA) for process improvement to meet
automotive customers’ stringent DPPM (defective parts per million) requirements.
To stimulate employee problem-solving and develop related quality systems and methodologies, Q&R held several company-wide
symposia and training programs on total quality excellence (TQE) and quality audit in 2021. Q&R is also accelerating digital
transformation in area of raw materials management, statistical process control (SPC), metrology and laboratory analysis. Use of
machine learning to identify correlation has enabled intelligent which helped overcome the impact of the COVID-19 pandemic
and make seamless quality control across worldwide fab network a reality. In 2022, Q&R will continue the development of
employee capabilities by promoting quality methods and professional trainings and applying machine learning to enhance TSMC
competitiveness.
Q&R is committed to green manufacturing, responsible
supply chain and sustainable management practices. In 2021,
Q&R set up a new advanced chemical laboratory to enhance
continuous quality monitoring of raw materials. This helped
R&D make significant innovations in materials and it provided
services to enhance the technologies in the industry supply
chain. Q&R collaborates with the corporate ESH organization
to ask suppliers to declare that their materials to ensure
compliance with international regulation for carcinogenic,
mutagenic and reprotoxic (CMR) substances and to classify all
risky materials and carry out test sampling. In 2020, Q&R had
100% inspection capability for CMR substances and shared
its inspection methods and capabilities with major material
suppliers to enhance monitoring of hazardous substances
and control capability in the supply chain. Furthermore, in
2021 Q&R assisted TSMC subsidiaries in setting up inspection
capability for hazardous substances to enhance corresponding
monitoring and control capability for industry supply chain. At
the same time, Q&R provided state of art material analysis and
applied the best knowledge management method to assist
the capacity expansion of new raw material production lines
or new suppliers with quality fundamental to optimize the
balance between quality and capacity.
Q&R also worked with manufacture teams for the recycling
and reuse of chemical acids and successfully achieved several
impurity improvements in recycling chemical acids during 2020
and enabled several recycling chemicals to achieve the quality
level for electronic grade in 2021. In 2022, Q&R will continue
sharing its technical knowledge to assist chemical suppliers
in developing further recycling and reuse projects and will
work with operations to implement engineering validation for
recycling chemicals to achieve TSMC’s quality requirements
and the sustainable goal of friendly environment. Q&R is also
committed to the continual improvement of local supply chains
and developing local talent. In 2021, Q&R again collaborated
with Semiconductor Equipment and Materials International
(SEMI) to hold the third Strategic Materials Conference (SMC)
in Taiwan to motivate talented domestic personnel and
share the win-win strategy for technology and sustainable
development as well as ESG (environmental, social, and
governance) in TSMC and industrial wide topics to elevate the
competitiveness of the local supply chain.
TSMC fully supports continuous improvement programs
to strengthen the work culture, improve product quality
and production efficiency, reduce production costs, and
improve customer satisfaction. These programs encourage
colleagues to strive for excellence, drive cross-departmental
observation and learning, and enhance their innovative and
problem-solving abilities – all traits that greatly contribute to
achieving a win-win outcome of honing TSMC’s competitive
edge and building customer satisfaction. In addition to internal
cross-organizational learning and exchange, TSMC participates
in the Taiwan Continuous Improvement Competition to
promote the development of other local industries by
sharing its experience, and to enhance the problem-solving
and innovation ability of its colleagues by observing the
improvement methods of other industries. In 2021, TSMC’s
outstanding performance was recognized with five gold
awards, three silver awards and one “best improvement and
innovation” award. In addition to Operations organizations
that were recognized, the IT (information technology)
organization participated in the competition for the first time
and was also awarded a gold award. That is consistent with
our continue focus to proliferate total quality culture from
technology and production to every organization in TSMC. At
the same time, Q&R coached domestic material suppliers to
participate in the competition for local suppliers’ quality culture
and capability enhancement. In 2021, Q&R encouraged 67%
of backend material suppliers to participate in the competition
to promote the quality culture of continual improvement.
Thanks to qualification in technology development, real-time
defense systems and innovative applications in semiconductor
manufacturing services, as well as its continuous quality
improvement culture, TSMC had no major product recalls in
2021. Meanwhile, a third-party audit verified the effectiveness
of TSMC’s quality management systems in compliance with
IATF 16949: 2016 and IECQ QC 080000: 2017 certificates
requirements. In 2021, TSMC’s four backend Fabs also
acquired the certification of American National Standards
Institute ANSI/ESD (Electrostatic Discharge) S20.20 standard
for the first time. Regular customer feedback indicates that
products shipped from TSMC have consistently met or
exceeded all field quality and reliability requirements. In these
ways, TSMC helps customers improve time-to-market delivery
and competitiveness with excellent, reliable products for
the five major growth markets the Company serves: mobile
communications, high performance computing (HPC), the
Internet of Things (IoT), automotive and digital consumer
electronics.
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5.4 Customer Trust
5.4.1 Customers
TSMC’s customers make a wide variety of products that deliver excellent performance across the semiconductor industry. Customers
include fabless semiconductor companies, system companies, and integrated device manufacturers such as Advanced Micro Devices,
Inc., Broadcom Inc., Intel Corporation, MediaTek Inc., NVIDIA Corporation, NXP Semiconductors N.V., OmniVision Technology, Inc.,
Qualcomm Incorporated, Renesas Electronics Corporation, and many more worldwide.
Customer Service
TSMC is committed to providing the best possible service, which is critical to customer satisfaction, retention, relationship
enhancement and attracting new customers. TSMC has established a dedicated service team that strives to provide world-class
services to support customers in product design, mask making, wafer manufacturing, and backend services, hence TSMC can
increase customer satisfaction and win customer trust in order to maintain sales and profitability of the company.
To improve customer interaction on a real-time basis, TSMC-OnlineTM offers a suite of web-based applications to provide more
proactive customer service and support in design, engineering and logistics. Customers thus have 24-7 access to critical information
and are able to create customized reports. TSMC-OnlineTM facilitates design collaboration by maintaining data availability
and accessibility and providing customers with accurate up-to-date information at each stage of design process. Engineering
collaboration includes engineering lots, wafer yields and wafer acceptance test analysis, as well as quality and reliability data.
Logistics collaboration includes information on wafer fabrication, backend processes, and order shipments.
Customer Satisfaction
To ensure customer satisfaction, TSMC must fully comprehend its customers’ needs. To this end, the Company appoints third-party
consulting firms to conduct annual customer satisfaction surveys (ACSS) with majority of existing customers either via online surveys
or direct interviews. In addition to the survey, TSMC also conducts quarterly business reviews (QBRs) with customers to collect their
feedback on a regular basis. Customer feedback is routinely reviewed, analyzed and then used to develop appropriate improvement
plans, all in all becoming an integral part of the customer satisfaction process. Through surveys and feedback reviews, TSMC is able
to closely interact with customers, provide better services, and enhance the quality of customer collaboration.
Customer Information Protection
TSMC complies with applicable regulations and international standards in terms of customer information protection and has
received ISO 27001 international information security certification. Relevant proprietary information protection policies and standard
work process are established to ensure only authorized personnel can access the engineering and production data of a specific
customer.
Customers Accounting for at Least 10% of Annual Consolidated Net Revenue
Unit: NT$ thousands
Customer
Customer A
Customer B
Customer C
Others
Total Net Revenue
2021
2020
Net Revenue
As % of 2021 Total
Net Revenue
Relation to TSMC
Net Revenue
As % of 2020 Total
Net Revenue
Relation to TSMC
405,402,955
153,740,831
N/A
1,028,271,251
1,587,415,037
26%
None
10%
None
N/A
None
64%
100%
-
-
336,775,511
N/A (Note)
167,390,758
835,088,542
1,339,254,811
25%
None
N/A
None
12%
None
63%
100%
-
-
Note: Revenue less than 10% of the Company’s net revenue.
● Reason for increase or decrease: The changes of sales amount and percentage were mainly due to customer product demand
change.
100
5.4.2 Open Innovation Platform® Initiative
Innovation has always been an exciting challenge. Competition
continues to intensify in the face of increasing industry
consolidation and the commoditization of technology at
more mature, conventional levels, and thus semiconductor
companies must find ways to keep innovating in order to
survive and prosper. One way to promote innovation is
through active collaboration with external partners. At TSMC
this is known as “Open Innovation®”. It is an “outside in”
approach to complement traditional “inside out” methods.
TSMC has chosen this path to stimulate innovation via its OIP
initiative, which is a key part of the TSMC Grand Alliance.
The OIP initiative is a comprehensive design technology
infrastructure that encompasses all critical IC implementation
areas to lower design barriers and improve first-time silicon
success. OIP promotes the speedy implementation of
innovation amongst the semiconductor design community and
its ecosystem partners using TSMC’s & partners’ IP and process
technology in design implementation and backend services.
Crucial to OIP are ecosystem interfaces and collaborative
components initiated and supported by TSMC to empower
innovation throughout the supply chain and, in turn, drive the
creation and sharing of new revenue and profits. TSMC’s active
accuracy assurance (AAA) initiative is key to OIP, providing the
precision and quality required by the ecosystem interfaces and
collaborative components.
TSMC’s Open Innovation® model brings together the creative
thinking of customers and partners under the common goal of
shortening each of the following: design time, time-to-volume,
time-to-market and, ultimately, time-to-revenue. The model
features:
● the foundry segment’s earliest and most comprehensive
electronic design automation (EDA) certification program,
delivering timely design tool enhancement required by new
process technologies;
● the foundry segment’s largest, most comprehensive and most
robust silicon-proven IP (intellectual properties) and library
portfolio; and
● comprehensive design ecosystem alliance programs covering
market-leading EDA, IP, and design service partners.
TSMC’s OIP alliance consists of 16 EDA partners, six Cloud
partners, 46 IP partners, 22 design center alliance (DCA)
partners, and eight value chain aggregator (VCA) partners.
TSMC and partners work together proactively and engage
much earlier and deeper than ever before in order to address
mounting design challenges at advanced technology nodes.
Through this early and intensive collaboration effort, TSMC’s
OIP is able to deliver the needed design infrastructure with
timely enhancement of EDA tools, early availability of critical IPs
and quality design services when customers need them. Taking
full advantage of the process technologies once they reach
production-ready maturity is critical to customers’ success.
Hence, this helps to achieve design technology co-optimization
(DTCO) among TSMC process technologies, OIP design
solutions and customer product designs.
TSMC’s OIP partner management portal facilitates
communication with ecosystem partners for efficient business
productivity. Designed with a highly intuitive interface, this
portal can be accessed via a direct link from TSMC-OnlineTM.
TSMC held its online OIP Ecosystem Forum in October 2021.
This annual event demonstrates how TSMC and its ecosystem
partners jointly develop design solutions on top of TSMC’s
advanced technologies through OIP collaboration. It is also
a good opportunity to maintain contact with customers
and ecosystem partners during the COVID-19 pandemic.
At the forum, TSMC made key presentations on 3nm that
continues the full-node Power Performance Area (PPA) scaling
trend together with the offering of high density and high
performance libraries and design solutions for the support of
smartphone and HPC design applications. The Company also
made presentations on 4nm and 5nm design solutions and
ecosystems that have already been applied to actual customer
chip production. Other presentation topics included: N12eTM,
featuring further enhancement to support 0.4V operation with
design solutions for IoT products that can further reduce power
consumption; comprehensive automotive design enablement
platform (ADEP) with design solutions and ecosystems
previously developed for 16nm and 7nm and the same ADEP
in 5nm, already under development; comprehensive RF
technology portfolio to support general RF, millimeter Wave
and RF frontend products; and TSMC 3DFabricTM design
solutions that include TSMC-SoICTM for 3D chip stacking, and
InFO (Integrated FanOut) and CoWoS® (Chip on Wafer on
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Substrate) for 2.5D advanced packaging currently available to
support chip, package, system integration, implementation
and verification for improved system performance. The
availability of the aforementioned design ecosystem solutions
will help customers successfully pursue opportunities in all
major markets: mobile, high performance computing, the IoT,
automotive and digital consumer electronics.
5.5 Information Security Management
5.5.1 Information Security Policy and Organization
Technology leadership, manufacturing excellence, and
customer trust are the key advantages for TSMC’s continued
growth. The Company is committed to information security
and confidentiality protection for its customers, shareholders,
and partners. To this end, TSMC has clearly formulated
relevant policies, management procedures, and regulations
to achieve complete information security and confidentiality
protection. TSMC adheres to the spirit of corporate sustainable
management, and has issued the “Information Security
Declaration” declaring the Company’s determination to
promote and actively strengthen information security and
confidential information protection mechanisms, all for the
purpose of defending the interests of its customers and
partners.
In order to achieve excellent governance of TSMC’s information
security, in 2019 TSMC established the Corporate Information
Security (CIS) organization, which is responsible for formulating
and planning company information security policies and
implementation procedures. Through policy implementation
and regulatory compliance checks, TSMC continuously
reviews the effectiveness of information security risk control
mechanisms, and is constantly strengthening the Company’s
information security. The head of CIS reports to the Audit
Committee every six months on the implementation plan and
result.
Corporate Information Security Organization Structure
Proprietary Information Protection Committee Structure
Board of Directors
Chairman
Audit Committee
CEO Office
Information Technology and
Materials Management & Risk
Management
Corporate Information
Security
Proprietary Information
Protection Division
Information Technology
Security Division
TSMC executives are involved in planning the direction and
implementation of TSMC’s information security strategy
with the goal of achieving excellent information security
management. The Company has established an Exclusive
Information Protection Committee, chaired by the Senior Vice
President of Information Technology and Materials & Risk
Management. The Vice Presidents of Legal, Human Resources,
R&D, and Operations are also members of this Committee, and
the head of CIS serves as its Executive Secretary. The Committee
holds quarterly meetings to review and decide information
security and information protection policies to ensure the
realization of TSMC’s goals and commitments in this area.
CEO
Proprietary Information Protection Committee
Chairman: Senior Vice President,
Information Technology and Materials
Management & Risk Management
Observer: Head of
Internal Audit
Executive Secretary: Head of
Corporate Information Security
Vice President,
Operations
Vice President,
R&D
Vice President,
Human Resources
Vice President and
General Counsel, Legal
5.5.2 Information Security Management Strategy and Resources
CIS actively strengthens security and confidentiality protection mechanisms to maintain TSMC’s competitiveness. To achieve TSMC’s
information security management goals, CIS sets clear regulations, standards, and practices, enhances continuously the Company’s
management system and technology, and implements comprehensive risk controls. CIS regularly performs information security risk
assessments and sets its priorities based on the magnitude and probability of a risk, and the cost in reducing such risk. CIS adopts
the plan-do-check-act (PDCA) methodology to structure multi-layer information security defenses and establish information security
key performance indicators (KPI). In 2021, TSMC invested in excess of NT$1 billion to strengthen information security, employs
currently more than 500 employees for information security-related activities, and has more than 1,000 external security personnel
engaging in the physical aspects of information security related services.
5.5.3 Information Security Incident Handling and Notification
TSMC has established enterprise risk management mechanism and information security incident handling procedures. The
mechanism and procedures define relevant process and measures including information security incident notification procedure,
designation of personnel responsible for handling material information security incidents, assessment of losses suffered and
additional measures needed, assessment of impact of information security risks on the Company’s financial and operations, and
proposed countermeasures to information security risks. In 2021 and as of the date of this Annual Report, TSMC has not suffered
any losses due to material information security incidents.
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5.6 Human Capital
Human capital is TSMC’s most treasured asset. Provide
employees with meaningful work content, continuous learning,
safe and fun work environment, high-quality compensation
and benefits, and build the company into a diverse and
inclusive environment. TSMC goes beyond this, however,
by actively encouraging employees to nurture and enjoy a
healthy family life, develop personal interests, expand social
participation, and, in general, live a happy life.
5.6.1 Human Rights Policy and Specific Actions
TSMC believes that respecting human rights and promoting
a decent work environment are important throughout the
Company and its supply chain. TSMC abides by local laws and
regulations in all countries and regions where we operate,
and upholds the human rights of all workers, including
regular, contract and temporary employees, and interns.
We also require our suppliers to act in the same fashion,
as addressing human rights issue in complex supply chains
is a shared responsibility. We support the UN Universal
Declaration of Human Rights (UDHR), and are committed to
treating all workers with dignity and respect as understood
by international human rights standards, including The
International Bill of Human Rights, The International Labour
Organization’s (ILO) Declaration on Fundamental Principles
and Rights at Work, The UN Guiding Principles on Business
and Human Rights (UNGPs), The OECD Guidelines for
Multinational Enterprises and The Ten Principles of The United
Nations Global Compact (UNGC). We also align our actions
with the Responsible Business Alliance (RBA) Code of Conduct.
The guiding principles for TSMC’s Human Right Policy are as
follows, and TSMC’s Supplier Code of Conduct requires all of
our suppliers to follow the same standards.
Guiding Principles
● Embed respect for economic, social, cultural, civil, and
political rights, as well as the right to development, in the
way we operate
● Provide a safe and secure work environment that is free of
harassment
● Eliminate unlawful discrimination and ensure equality in the
workplace
● Zero tolerance for child labor
● Forbid forced labor
● Commit to responsible sourcing of minerals
● Protect labor rights of vulnerable groups or marginalized
groups such as indigenous peoples, women, migrant
workers, contracted labor and persons with disabilities
● Comply with all applicable wage laws and regulations, and
legal limits to working hours
● Provide fair living wage and pay in full and on time with pay
slips to state legitimate deductions
● Enable a communication-friendly environment and maintain
an open-style management system
● Support the physical and psychological well-being of
employees, and the balance between work and life
● Make diverse open dialogue channels available for
stakeholders such as suppliers, business partners, and others
to report concerns or suspected violations to the Company,
including ways to report anonymously
● Monitor and assess relevant risks, practices, and impacts
regularly to respond to evolving situations and stakeholders’
needs
In 2021, the Company used the Responsible Business Alliance’s
Self-Assessment Questionnaire (SAQ) to identify the greatest
risks regarding “labor, health and safety, environment, and
ethics” matters and to formulate substantive actions and
managerial response. The SAQ scores of each of TSMC’s
operating fabs were in the low risk range, defined as 88 points
or above.
In 2021, TSMC held a course on “TSMC Human Rights Policy:
Anti-Harassment.” A total of 58,904 colleagues completed the
training with the pass rate for the post-exam of 100%. The
total number of training hours for all human rights related
training in 2021 was 181,314 hours with a total of 62,822
colleagues completed the training, accounting for 96% of all
employees. As for the person-times of participants, the total
number is more than 150,000.
TSMC respects the rights of employees to form and join labor
unions of their own choosing. The Company regularly holds
labor-management meetings and listens to employee concerns
through diverse internal communication channels to ensure a
harmonious relationship between labor and management.
5.6.2 Diversity and Inclusion
Female Ratio in Management
TSMC firmly believes in the value of a diverse workplace
and cultivates future semiconductor talents in an inclusive
fashion enabling our industry to unlock the full potential of
all human resources available. TSMC further believes that the
mix of employees should reflect that of society. A diversified
management and employee composition will help the
Company strengthen its competitive advantages and achieve
sustainable development.
In 2021, TSMC established a women’s employee resource
group – “Women@TSMC”, to provide a platform for female
employees to support each other, strengthen the network
within the Company, and encourage female employees to dare
to pursue their career goals and personal development. The
Company has set the goals that 30% of newly hired technical
employees be female and 20% of managers be female by
2030.
5.6.3 Workforce Structure
At the end of 2021, TSMC had 65,152 employees worldwide,
including 6,635 managers, 31,920 professionals, 6,620
assistants and 19,977 technicians. The following two tables
summarizes the makeup of TSMC’s workforce and female in
management as of the end of February 2022:
12/31/2020
12/31/2021
02/28/2022
Female Ratio in Junior Management
Female Ratio in Senior Management
Female Ratio in Top Management
13.0%
11.8%
10.0%
13.4%
12.5%
8.3%
13.6%
12.6%
8.3%
Note: Junior management positions include first-line managers; top management positions
include Vice Presidents and higher as well as CEO.
5.6.4 Recruitment
Key elements of TSMC’s success and growth depend on
a common vision and values shared by the Company’s
employees. To strengthen growth momentum, the Company
is committed to recruiting top-notch professionals in all
positions. TSMC is an equal opportunity employer and practices
open and fair recruitment. The hiring principles are “integrity”
and “ability,” and the Company evaluates all candidates
according to their qualifications as related to the requirement
of each position without regard to race, gender, age, religion,
nationality or political affiliation.
TSMC adheres to its core values and continues to move
forward with a lofty vision. It has always attracted the attention
of many young and new blood in Taiwan. In 2021, “The New
Generation’s Most Yearning Enterprise” was held by Cheers
Magazine. In the survey, it has won the championship for five
consecutive years. In order to meet the continuous growth of
operations, TSMC employed over 12,000 colleagues worldwide
in 2021.
Workforce Structure
Job
Total
Gender
Education
Managers
Professionals
Assistant
Engineer/Clerical
Technician
Male (%)
Female (%)
Ph.D.
Master’s
Bachelor’s
Other Higher
Education
High School
Average Years of Age
Average Years of Service
12/31/2020
12/31/2021
02/28/2022
5,857
27,767
4,832
18,375
56,831
62.9%
37.1%
4.4%
46.7%
25.7%
9.8%
6,635
31,920
6,620
19,977
65,152
64.6%
35,4%
4.1%
47.3%
27.6%
8.9%
6,741
32,161
6,865
20,164
65,931
64.8%
35.2%
4.1%
47.2%
27.8%
8.9%
5.6.5 People Development
Employee development is an integral and critical factor for
the growth of any company, and at TSMC it is goal oriented,
disciplined and planned. The Company is committed to
expanding and fulfilling employee potential by providing
meaningful work in a world-class workplace. TSMC is also
committed to cultivating a consistent and diverse learning
environment. To this end, the Company has initiated the TSMC
Employee Training and Education Procedure to ensure that
the development objectives of both the Company and the
individual can be achieved through the integration of internal
and external training resources.
13.3%
12.0%
12.0%
36.4
9.1
36.0
8.6
36.0
8.6
TSMC talent development strategies include equipping
people with future capabilities and unleashing learning
momentum. The Company attaches great importance to the
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C42 M75 Y90 K5
C92 M72 Y9
K60
Y10 K10
early development of employees’ potential and actively seeks
to fill the talent pipeline. Based on “TSMC Capability Model,”
employees’ specific development needs are integrated and
implemented through experience learning (70%), feedback
領導能力
and guidance (20%) and education and training (10%). At the
same time, TSMC integrates diverse and multiple classroom
and online learning resources to enhance employee awareness
核心特質
of independent learning opportunities to continuously promote
employee growth. The Company provides on-the-job training,
classroom training, e-learning, coaching, mentoring and job
rotation and strives to create a learning-rich atmosphere.
專業能力
共通能力
TSMC Capability Model
Leadership
Capabilities
Core
Attributes
General
Capabilities
Functional
Capabilities
Using TSMC capability model as the basis for talent
development, the Company emphasizes core attributes
(Character, Perseverance, Resilience, Initiative, Innovation,
Judgement and Broadness of Mind & Breadth/Depth of
Knowledge) in talent selection and development. Different
training roadmaps for leadership and functional capabilities
are provided for employees in different positions. At the
same time, TSMC also provides a series of training courses on
leadership and functional and general capabilities, allowing
employees to choose independently according to their
individual development needs and preferences.
TSMC provides the following training programs:
Leadership Capabilities
● Management – management development programs,
including mandatory, elective and other learning programs,
are tailored to the needs of managers at all levels based on
their managerial capabilities and responsibilities.
Functional Capabilities
● Professional/functional – technical and professional training
required by different functions within the Company. TSMC
offers training courses on equipment engineering, process
engineering, accounting, information technology and so
forth.
● Direct labor – for production-line employees to acquire the
knowledge, skills and approaches they need to perform their
jobs well and to pass certification for operating equipment.
Includes direct labor skill training, “Train the Trainer” training,
and manufacturing leadership training.
General Capabilities
● New employee – basic training and job orientation. In
addition, the newcomers’ managers and a well-established
buddy system are in place to support new hires in their
assimilation process regarding both corporate culture and
work requirements.
● General training as required by government regulations and/
or the Company policies, focused on basic subjects for all
employees as well as courses tailored to specific job functions.
Topics include industry-specific safety, workplace health
and safety, ethics and regulatory compliance, human rights,
sexual harassment prevention, quality, and fab emergency
response.
● English enhancement program – including online English
webinars, English one-on-one consulting services, business
English workshops, and the English learning zone to
strengthen employees’ English capability in support of TSMC’s
global business goals.
● Personal effectiveness training addressing topics related to
professional skill sets including presentation skills, innovation,
motivation and teamwork.
● Customized programs tailored to the needs of the
organization and/or the employee’s individual development
plan.
In 2021, TSMC conducted over 1,344 internal training sessions
and provided over 3.18 million hours of training and a total of
more than 2.24 million attendees participated. Based on the
Company’s 65,152 total employment, average annual training
time per employee increased to 48.9 hours. TSMC training
expense reached to over NT$131 million.
Apart from internal training resources, TSMC employees are
also subsidized when pursuing external short-term courses,
for-credit classes and degrees.
5.6.6 Competitive Overall Compensation
TSMC employees enjoy a comprehensive compensation and
benefits program above the industry average. TSMC provides
a diversified compensation program that is competitive
externally, fair internally, and adapted locally. TSMC adheres
to the philosophy of sharing wealth with employees in order
to attract, retain, develop, motivate and reward employees.
Thanks to solid business results over the past years, the actual
total compensation received by employees has stayed above
the industry average.
TSMC’s compensation program includes a monthly salary,
business performance bonuses based on quarterly business
results, and profit sharing based on annual profits.
The purpose of the business performance bonus and profit
sharing programs is to reward employee contributions
appropriately, to encourage employees to work consistently
toward ensuring TSMC success, and to align employees’
interests with those of TSMC’s shareholders so as to achieve
wins for the Company, shareholders and employees. The
Company determines the amount of the business performance
bonus and profit sharing based on operating results and
industry practice in the Republic of China. The amount and
distribution of the employee bonuses are recommended by
the Compensation Committee to the Board of Directors for
approval. Individual rewards are based on each employee’s job
responsibility, contribution and performance.
The same philosophy applies to TSMC’s compensation
programs in overseas subsidiaries. In addition to providing
employees with a locally competitive base salary, annual
bonuses are granted as a part of total compensation, in
line with local regulations, market practices, and the overall
operating performance of each subsidiary, to promote
employee commitment and development.
TSMC believes that the long-term ownership of company
shares by corporate officers helps align their interests with
those of all shareholders, therefore, the Company formulated
Corporate Officer Shareholding Guidelines in 2020. The
required value for Chairman, CEO, and other corporate officers’
holding of TSMC shares is proportional to their annual base
salary (18 times for Chairman and CEO, 9 times for other
officers in Taiwan, and 3 times for overseas officers). Officers
shall fulfill the required value within 3 years of appointment.
Officers keep the required value for the entire period of
employment. Furthermore, to attract and retain corporate
executives and to link their compensation with shareholder
interests and Environmental, Social, Governance (ESG)
achievements, TSMC established Employee Restricted Stock
Awards Rules in 2021.
5.6.7 Employee Benefit System Superior to Statute
TSMC encourages employees to strive towards long-term
Company development. For example, in addition to twelve
national holidays per year, seven memorial days are provided
as holidays. The Company also provides comprehensive group
insurance plans to employees free of charge. Coverage includes
life insurance, accident insurance, hospital insurance, cancer
insurance, and business travel insurance. Employees also have
the flexibility to participate in group insurance for their families
at lower prices. The group insurance coverage is extended to
employees on legal unpaid leaves. To better support new hires,
TSMC offers one day of annual leave for every two months of
service in the first year. In addition, TSMC provides pensions,
financial assistance for emergencies, subsidies for marriage,
childbirth and funerals, as well as discounts in designated
shops.
To provide support in their personal and work lives, TSMC
offers employees parental leave in accordance with local laws
and regulations, provides comprehensive leave management
system, and has set up four kindergartens for fabs in Taiwan.
Employees have flexibility in making use of their vacation days
to take care of their children. Employees who need to take long
leaves of absence for military service or severe injuries can also
apply for unpaid leave, and then apply for reinstatement after
the expiration of the period.
All TSMC facilities are equipped with 24-hour health centers,
where healthcare management professionals and appointed
onsite physicians provide quality services beyond those required
legally. The health centers work with hospitals and Employee
Assistance Program services providers to offer comprehensive
support for the emotional and physical well-being of
employees. Annual checkups for all employees are provided as
well. The company encourages employees to exercise regularly
by subsidizing 63 sports clubs, improving exercise facilities, and
holding regular sports events to help employees find peers with
similar sports interests and balance their work and life.
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● Convenient onsite services and amenities such as in-fab
cafeterias, convenience stores, and other services
● Comprehensive health management services, including in-fab
clinic services, post health-exam follow-up activities, and
employee assistance programs
● Diverse employee welfare programs: leisure and art events,
encouraging employees to participate in hobby clubs; vibrant
sports center and onsite preschool service to meet employees’
needs for child care; festival bonuses and emergency subsidies
are also available to address employees’ needs
Vacation and insurance policies at TSMC’s overseas offices
are designed in compliance with local regulations. In China,
North America, and Europe, TSMC provides more vacation
days to employees than legally required. In overseas offices,
TSMC offers a more comprehensive life and medical insurance
program than required by local regulations and customs.
5.6.8 Diverse Employee Recognition
TSMC sponsors various internal award programs to recognize
employees for outstanding achievement, both individual and
at a team level. With these award programs, TSMC aims to
encourage continued employee development, which also
enhances the Company’s competitive advantage.
The award programs include:
● TSMC Academy: recognizes outstanding scientists and
engineers whose individual technical capabilities have made
significant contributions
● TSMC Excellent Labor Award: recognizes technicians
whose outstanding performances have made significant
contributions
● Total Quality Excellence: recognizes employees’ continuous
efforts in creating value at each fab
● Service Award: recognizes and shows appreciation of senior
employees and their long-term commitment and dedication
to participate in external talent activities and competitions.
In 2021, distinguished TSMC employees continued to be
recognized through a host of awards, such as the Model Labor
Award, the Excellent Young Engineers Award, the Outstanding
Engineer Award, the Taiwan Continuous Improvement Awards,
the National Manager Excellence Award and the National
Industrial Awards.
5.6.9 Employee Engagement
The Company encourages employees to maintain a healthy and
well-balanced life while pursuing their career goals effectively.
TSMC continuously facilitates employee communication and
provides employee caring, benefit, rewards and recognition
programs.
Employee Communication
TSMC values employee communication and is committed
to keeping communication channels open and transparent
for management, subordinates and peers. The Company
is committed to ensuring that employees are able to
communicate openly and share ideas and concerns with
management regarding work conditions and management
practices without fear of discrimination, reprisal, intimidation
or harassment.
TSMC makes continuous efforts to listen to the voice of
employees and to facilitate mutual and timely employee
communication, based on multiple channels and platforms,
which in turn fosters harmonious labor relations.
TSMC supports a host of various communication channels,
including:
● Communication meetings for various levels of managers
and employees; for example, the executives communication
meeting, skip levels and communication meetings in
individual functions/divisions
● Excellent Instructor Award: praises the outstanding
● Quarterly labor-management meetings to provide business
performance and contribution of internal instructors in
training courses for employees
updates and discuss issues of concern for employees
● “Employee survey on Core Values” taken biennially to
Apart from above recognitions, there are function-wide awards
dedicated to innovation, such as the Idea Forum, the Total
Quality Excellence Award and the ESG Award, which recognize
employee initiative and continuous implementation of
innovative practices. In addition, TSMC encourages employees
understand the Company’s implementation of core values
and employees’ commitment
● “Global Employee Engagement Survey” taken biennially to
systematically understand the work experience of employees,
and to enhance employees’ engagement and sense of
belonging toward company
● Periodic employee pulse surveys and service satisfaction surveys to selected employees, with follow-up actions based on survey
findings
● myTSMC employee portal, an internal website featuring the Founder’s, Chairman’s, and CEO’s talks, corporate messages, executive
interviews, and other activities of interest to employees
● eSilicon Garden, TSMC’s newsletters providing real-time updates on major activities of the Company, as well as inspirational
content featuring outstanding teams or individuals
● Two channels for reporting complaints regarding managerial, financial, auditing, ethics and business conduct issues:
– The whistleblower reporting system administered by the Audit Committee
– The ombudsman system administered by a senior manager appointed by the CEO
● The Employee Opinion Box, which provides an opportunity to submit suggestions or opinions regarding work and the overall work
environment
● The Fab Caring Circle in each fab, which addresses issues related to employees’ work and personal life; the system is dedicated
mainly to the Company’s direct laborers
● Sexual harassment investigation committee, a channel dedicated to ensuring a work environment free from the threat of sexual
harassment; the committee consists of three directors appointed by the CEO, one from human resources, one from legal affairs,
and the third from other organizations
Employee Communication Channels
TSMC Employee Communication Structure
Face-to-Face Meeting
•Chairman’s/CEO’s Communication Meeting
•Labor-Management Meeting
• Communication Meetings in Individual
Functions/Divisions
•Functional Activity
Managers of All
Levels
Employees
Employee Portal
Employee Survey
HR Area Service Team
eSilicon Garden
Human Resources
Board of Directors and
Management Team
Employee Voice Channels
•Whistleblower Procedures
•Ombudsman System
•Employee Opinion Box
•Fab Caring Circle
•Sexual Harassment Investigation Committee
•Irregular Business Conduct Reporting
•SMS
•Caring-dedicated Line
System/
Committee Chair/Vice
President
108
109
During 2021 and as of the date of this Annual Report, TSMC
has not incurred any labor-dispute related losses. However,
the Company was fined for the following labor inspection
results: NT$20,000 issued on 01/06/2021 due to clerical errors
resulting in wages not being paid in full directly to an employee
(Labor Standards Act Article 22 Paragraph 2). NT$80,000
issued on 04/20/2021 for overtime wages not being timely
paid (Labor Standards Act Article 24 Paragraph 1). NT$20,000
issued on 07/14/2021 for overtime applications not being
timely processed (Labor Standards Act Article 23 Paragraph 1).
NT$50,000 issued on 07/14/2021 for the extension of working
hours combined with the regular working hours exceeding
twelve hours a day (Labor Standards Act Article 32 Paragraph
2). NT$20,000 issued on 07/14/2021 for employees not
having a break for at least thirty minutes after having worked
for four consecutive hours (Labor Standards Act Article 35).
NT$360,000 issued on 08/04/2021 for overtime applications
not being timely processed and the extension of working
hours combined with the regular working hours exceeding
twelve hours a day (Labor Standards Act Article 24 Paragraph
1 and Article 32 Paragraph 2). The Company has reviewed its
working hour management process, established working hour
management indices, additionally defined break time in Work
Rules to provide flexibility for employees, and strengthened the
communication of these matters and promotion of the policies
to managers and employees.
5.6.10 Retention
The Global Employee Engagement Survey was launched
in 2021. Based on WTW’s High Performance Employee
Experience (HPEX) Model, it strives to systematically understand
TSMC employees’ work experience and identify the Company’s
areas of strengths and opportunities. The Company and
each department develop actions from the survey results in
order to create win-win solutions for the Company and all its
colleagues.
The survey scope in 2021 included TSMC’s Taiwan Fabs, TSMC
(China), TSMC (Nanjing), WaferTech, TSMC North America,
TSMC Canada, TSMC Europe B.V, TSMC Japan, and TSMC
Korea. VisEra was not included in the survey due to its different
industrial background. The valid response rate was 93% with a
total of 55,491 respondents.
The survey results showed that employees agree TSMC
has strong competitiveness in the market who can quickly
respond to market dynamic and is able to provide innovative
products and services to enable the value creation of our
customers. Colleagues are also very positive about the speed of
decision-making and the continuous pursuit of improvements
in working process or organizational efficiency. In addition to
above significant advantages of TSMC, we are continuously
enhancing the following:
1. To keep communication channels open and to create
mutual respectful environment, so that our colleagues are
encouraged to put forward their ideas, and supervisors are
able to accept different opinions and make corresponding
changes in a timely manner.
2. Enable supervisors to unleash potential of our employees, in
order to encourage and inspire our colleagues find out the
joy of work, feel more involved, and to gain the high level of
accomplishment.
3. Encourage supervisors better utilize non-monetary reward
tools to recognize and retain talents.
TSMC’s employee turnover rate was 6.8% in 2021 which was
higher compared to 2020 yet it still falls in the defined healthy
range of 5% - 10%.
5.6.11 Retirement Policy
TSMC’s retirement policy is set according to the labor standard
laws and labor pension practices of various respective regions.
Thanks to the Company’s sound financial condition, it is able
to ensure solid pension contributions and payments, which
encourages employees to make long-term career plans and
further deepen their commitment to TSMC.
5.7 Material Contracts
TSMC is not currently a party to any material contracts,
other than those entered into in the ordinary course of its
business. The Company’s “Significant Contingent Liabilities and
Unrecognized Commitments” are disclosed in Annual Report
section (II), Financial Statements, page 70-71.
110
111
112
113
6. Financial Highlights and Analysis
6.1 Financial Highlights
6.1.1 Condensed Balance Sheet
Condensed Balance Sheet from 2017 to 2021 (Consolidated)
Unit: NT$ thousands
Item
Current Assets
Long-term Investments (Note 1)
Property, Plant and Equipment
Right-of-use Assets
Intangible Assets
Other Assets (Note 2)
Total Assets
Current Liabilities
Before Distribution
After Distribution
Noncurrent Liabilities
Total Liabilities
Before Distribution
After Distribution
Equity Attributable to Shareholders of the Parent
Capital Stock
Capital Surplus
Retained Earnings
Before Distribution
After Distribution
Others
Equity Attributable to Shareholders of the Parent
Before Distribution
After Distribution
Noncontrolling Interests
Total Equity
Before Distribution
After Distribution
Year
2017
2018
2019
2020
2021
857,203,110
951,679,721
822,613,914
1,092,185,308
1,607,072,907
41,569,074
29,304,796
30,172,039
27,728,208
29,384,701
1,062,542,322
1,072,050,279
1,352,377,405
1,555,589,120
1,975,118,704
0
14,175,140
16,371,997
0
17,002,137
20,091,105
17,232,402
20,653,028
21,756,244
27,728,382
25,768,179
31,712,208
32,734,537
26,821,697
54,370,909
1,991,861,643
2,090,128,038
2,264,805,032
2,760,711,405
3,725,503,455
358,706,680
566,149,724
340,542,586
547,985,630
590,735,701
655,561,652
617,151,048
681,976,999
110,395,320
72,089,056
51,973,905
292,938,358
739,503,358
810,811,904
(Note 3)
815,266,892
469,102,000
676,545,044
412,631,642
620,074,686
642,709,606
707,535,557
910,089,406
1,554,770,250
974,915,357
1,626,078,796
(Note 3)
259,303,805
259,303,805
259,303,805
259,303,805
259,303,805
56,309,536
56,315,932
56,339,709
56,347,243
64,761,602
1,233,362,010
1,376,647,841
1,333,334,979
1,588,686,081
1,906,829,661
1,025,918,966
1,169,204,797
1,268,509,028
1,523,860,130
(26,917,818)
(15,449,913)
(27,568,369)
(54,679,873)
1,835,521,115
(Note 3)
(62,608,515)
1,522,057,533
1,676,817,665
1,621,410,124
1,849,657,256
2,168,286,553
1,314,614,489
1,469,374,621
1,556,584,173
1,784,831,305
2,096,978,007
(Note 3)
702,110
678,731
685,302
964,743
2,446,652
1,522,759,643
1,677,496,396
1,622,095,426
1,850,621,999
2,170,733,205
1,315,316,599
1,470,053,352
1,557,269,475
1,785,796,048
2,099,424,659
(Note 3)
Note 1: Long-term investments as of December 31, 2017 include noncurrent held-to-maturity financial assets, financial assets carried at cost and investments accounted for using equity method. Starting
from 2018, upon initial application of IFRS 9 “Financial Instruments”, the category includes noncurrent financial assets at fair value through other comprehensive income, noncurrent financial
assets at amortized cost, and investments accounted for using equity method.
Note 2: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
Note 3: The amount approved by Board of Directors on February 15, 2022.
Condensed Balance Sheet from 2017 to 2021 (Unconsolidated)
Unit: NT$ thousands
Item
Current Assets
Long-term Investments (Note 1)
Property, Plant and Equipment
Right-of-use Assets
Intangible Assets
Other Assets (Note 2)
Total Assets
Current Liabilities
Before Distribution
After Distribution
Noncurrent Liabilities
Total Liabilities
Before Distribution
After Distribution
Equity
Capital Stock
Capital Surplus
Retained Earnings
Before Distribution
After Distribution
Others
Total Equity
Before Distribution
After Distribution
Year
2017
2018
2019
2020
2021
436,769,337
464,401,415
469,966,106
550,524,494
355,118,125
559,380,999
580,949,248
565,432,338
783,205,937
603,640,944
1,016,355,970
1,025,286,941
1,310,900,634
1,511,784,556
1,889,970,529
0
9,870,127
11,992,542
0
12,429,930
17,253,537
15,030,020
16,271,444
18,774,850
25,184,827
21,733,597
28,420,547
30,123,052
22,910,400
48,644,283
1,939,389,391
2,075,461,008
2,275,476,072
2,733,505,113
3,378,495,145
308,383,240
515,826,284
328,060,518
535,503,562
605,540,547
680,529,735
670,366,498
745,355,686
108,948,618
70,582,825
48,525,401
203,318,122
704,833,370
776,141,916
(Note 3)
505,375,222
417,331,858
624,774,902
398,643,343
606,086,387
654,065,948
718,891,899
883,847,857
1,210,208,592
948,673,808
1,281,517,138
(Note 3)
259,303,805
259,303,805
259,303,805
259,303,805
259,303,805
56,309,536
56,315,932
56,339,709
56,347,243
64,761,602
1,233,362,010
1,376,647,841
1,333,334,979
1,588,686,081
1,906,829,661
1,025,918,966
1,169,204,797
1,268,509,028
1,523,860,130
1,835,521,115
(Note 3)
(26,917,818)
(15,449,913)
(27,568,369)
(54,679,873)
(62,608,515)
1,522,057,533
1,676,817,665
1,621,410,124
1,849,657,256
2,168,286,553
1,314,614,489
1,469,374,621
1,556,584,173
1,784,831,305
2,096,978,007
(Note 3)
Note 1: Long-term investments as of December 31, 2017 include financial assets carried at cost and investments accounted for using equity method. Starting from 2018, upon initial application of IFRS 9
“Financial Instruments”, the category includes noncurrent financial assets at fair value through other comprehensive income and investments accounted for using equity method.
Note 2: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
Note 3: The amount approved by Board of Directors on February 15, 2022.
114
115
6.1.2 Condensed Statement of Comprehensive Income
6.1.3 Financial Analysis
Condensed Statement of Comprehensive Income from 2017 to 2021 (Consolidated)
Financial Analysis from 2017 to 2021 (Consolidated)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Year
2017
2018
2019
2020
2021
Capital Structure Analysis
Debts Ratio (%)
977,447,241
1,031,473,557
1,069,985,448
1,339,254,811
1,587,415,037
Long-term Fund to Property, Plant and Equipment (%)
494,826,402
497,874,253
492,701,896
711,130,120
819,537,266
Liquidity Analysis
Current Ratio (%)
Income from Operations
385,559,223
383,623,524
372,701,090
566,783,698
649,980,897
Non-operating Income and Expenses
10,573,807
13,886,739
17,144,246
17,993,482
13,145,417
Income before Income Tax
Net Income
Other Comprehensive Income (Loss) for the Year, Net
of Income Tax
396,133,030
397,510,263
389,845,336
584,777,180
663,126,314
343,146,848
351,184,406
345,343,809
518,158,082
597,073,134
(28,821,631)
9,836,976
(11,823,562)
(30,321,802)
(7,619,456)
Total Comprehensive Income for the Year
314,325,217
361,021,382
333,520,247
487,836,280
589,453,678
Net Income Attributable to:
Shareholders of the Parent
Noncontrolling Interests
Total Comprehensive Income Attributable to:
Shareholders of the Parent
Noncontrolling Interests
Basic/ Diluted Earnings Per Share (Note)
Note: Based on weighted average shares outstanding in each year.
343,111,476
351,130,884
345,263,668
517,885,387
596,540,013
35,372
53,522
80,141
272,695
533,121
Profitability Analysis
Return on Total Assets (%)
314,294,993
360,965,015
333,440,460
487,563,478
588,918,059
30,224
13.23
56,367
13.54
79,787
13.32
272,802
19.97
535,619
23.01
Condensed Statement of Comprehensive Income from 2017 to 2021 (Unconsolidated)
Unit: NT$ thousands (Except EPS: NT$)
Item
Net Revenue
Gross Profit
Year
2017
2018
2019
2020
2021
969,136,109
1,023,925,713
1,059,646,793
1,314,793,013
1,574,745,881
478,937,691
492,955,501
480,143,141
682,004,023
788,629,037
Income from Operations
374,690,117
384,027,838
365,923,992
543,465,507
629,632,836
Non-operating Income and Expenses
18,626,059
12,170,315
22,821,227
39,153,435
30,869,355
Income before Income Tax
Net Income
Other Comprehensive Income (Loss) for the Year, Net
of Income Tax
393,316,176
396,198,153
388,745,219
582,618,942
660,502,191
343,111,476
351,130,884
345,263,668
517,885,387
596,540,013
(28,816,483)
9,834,131
(11,823,208)
(30,321,909)
(7,621,954)
Total Comprehensive Income for the Year
314,294,993
360,965,015
333,440,460
487,563,478
588,918,059
Basic/ Diluted Earnings Per Share (Note )
13.23
13.54
13.32
19.97
23.01
Note: Based on weighted average shares outstanding in each year.
2017
23.55
153.70
238.97
217.94
119.95
7.74
47.16
7.88
46.32
16.82
0.95
0.50
17.84
23.57
148.69
152.77
35.11
13.23
13.23
163.17
112.41
11.08
2.16
1.01
-
3.11
2.65
2018
19.74
163.20
279.46
248.76
131.28
8.19
44.57
6.02
60.63
16.56
0.97
0.51
17.34
21.95
147.94
153.30
34.05
13.54
13.54
168.54
113.11
9.06
2.28
1.01
9
5.53
2.34
2019
28.38
123.79
139.25
124.92
120.92
7.95
45.91
6.20
58.87
15.48
0.88
0.49
15.99
20.94
143.73
150.34
32.28
13.32
13.32
104.13
106.60
8.45
2.41
1.01
27
3.73
-1.67
2020
32.97
137.80
176.97
154.35
281.95
9.35
39.04
5.70
64.04
15.45
0.92
0.53
20.69
29.84
218.58
225.52
38.69
19.97
19.97
133.30
100.74
11.24
1.97
1.00
41
25.17
50.00
2021
41.73
151.18
217.32
190.61
123.48
9.20
39.67
4.65
78.49
17.10
0.90
0.49
18.56
29.69
250.66
255.73
37.61
23.01
23.01
150.39
97.84
13.56
2.05
1.01
50
18.53
15.19
Operating Performance
Analysis
Quick Ratio (%)
Times Interest Earned (Times)
Average Collection Turnover (Times)
Days Sales Outstanding
Average Inventory Turnover (Times)
Average Inventory Turnover Days
Average Payment Turnover (Times)
Property, Plant and Equipment Turnover (Times)
Total Assets Turnover (Times)
Return on Equity attributable to Shareholders of the Parent (%)
Operating Income to Paid-in Capital Ratio (%)
Pre-tax Income to Paid-in Capital Ratio (%)
Net Margin (%)
Basic Earnings Per Share (NT$)
Diluted Earnings Per Share (NT$)
Cash Flow
Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%)
Cash Flow Reinvestment Ratio (%)
Leverage
Operating Leverage
Financial Leverage
Industry Specific Key
Performance Indicator
Advanced Technologies (7-nanometer and below) Percentage of Wafer Sales (%)
Sales Growth (%)
Net Income Growth (%)
Analysis of deviation of 2021 vs. 2020 over 20%:
1. Debts ratio increased by 27% mainly due to increase in bonds payable and other noncurrent liabilities.
2. Current ratio increased by 23% mainly due to increase in cash and cash equivalents and inventories.
3. Quick ratio increased by 23% mainly due to increase in cash and cash equivalents.
4. Times interest earned decreased by 56% mainly due to increase in interest expenses.
5. Average inventory turnover days increased by 23% mainly due to a higher level of inventories of 5nm technology.
6. Cash flow reinvestment ratio increased by 21% as a result of increase in cash provided by operating activities.
Note: Capacity includes wafers committed by Vanguard and SSMC.
* Glossary
1. Capital Structure Analysis
(1) Debt Ratio = Total Liabilities / Total Assets
(2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity +
Noncurrent Liabilities) / Net Property, Plant and Equipment
2. Liquidity Analysis
(1) Current Ratio = Current Assets / Current Liabilities
(2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities
(3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses
4. Profitability Analysis
(1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) /
Average Total Assets
(2) Return on Equity Attributable to Shareholders of the Parent = Net Income Attributable to
Shareholders of the Parent / Average Equity Attributable to Shareholders of the Parent
(3) Operating Income to Paid-in Capital Ratio = Operating Income / Paid-in Capital
(4) Pre-tax Income to Paid-in Capital Ratio = Income before Tax / Paid-in Capital
(5) Net Margin = Net Income / Net Sales
(6) Earnings Per Share = (Net Income Attributable to Shareholders of the Parent - Preferred
Stock Dividend) / Weighted Average Number of Shares Outstanding
3. Operating Performance Analysis
5. Cash Flow
(1) Average Collection Turnover = Net Sales / Average Trade Receivables (including Accounts
Receivable and Notes Receivable originated from operation)
(2) Days Sales Outstanding = 365 / Average Collection Turnover
(3) Average Inventory Turnover = Cost of Sales / Average Inventory
(4) Average Inventory Turnover Days = 365 / Average Inventory Turnover
(5) Average Payment Turnover = Cost of Sales / Average Trade Payables (including Accounts
Payable and Notes Payable originated from operation)
(1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities
(2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of
Capital Expenditures, Inventory Additions, and Cash Dividend
(3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) /
(Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets
+ Working Capital)
(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and
6. Leverage
Equipment
(7) Total Assets Turnover = Net Sales / Average Total Assets
(1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations
(2) Financial Leverage = Income from Operations / (Income from Operations - Interest
Expenses)
116
117
Financial Analysis from 2017 to 2021 (Unconsolidated)
6.1.4 Auditors’ Opinions from 2017 to 2021
Capital Structure Analysis
Debt Ratio (%)
Long-term Fund to Property, Plant and Equipment Ratio (%)
Liquidity Analysis
Current Ratio (%)
Operating Performance
Analysis
Quick Ratio (%)
Times Interest Earned (Times)
Average Collection Turnover (Times)
Days Sales Outstanding
Average Inventory Turnover (Times)
Average Inventory Turnover Days
Average Payment Turnover (Times)
Property, Plant and Equipment Turnover (Times)
Total Assets Turnover (Times)
Profitability Analysis
Return on Total Assets (%)
Return on Equity (%)
Operating Income to Paid-in Capital Ratio (%)
Pre-tax Income to Paid-in Capital Ratio (%)
Net Margin (%)
Basic Earnings Per Share (NT$)
Diluted Earnings Per Share (NT$)
Cash Flow
Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%)
Cash Flow Reinvestment Ratio (%)
Leverage
Operating Leverage
Financial Leverage
2017
21.52
160.48
141.63
118.68
144.04
7.86
46.44
8.39
43.49
16.39
0.97
0.51
18.29
23.57
144.50
151.68
35.40
13.23
13.23
184.45
99.42
10.98
2.22
1.01
2018
19.21
170.43
143.26
113.07
137.46
8.45
43.21
6.31
57.89
16.22
1.00
0.51
17.62
21.95
148.10
152.79
34.29
13.54
13.54
173.17
113.52
9.23
2.28
1.01
2019
28.74
127.39
58.64
45.81
122.80
8.32
43.88
6.65
54.91
15.10
0.91
0.49
16.00
20.94
141.12
149.92
32.58
13.32
13.32
98.00
106.59
8.23
2.46
1.01
2020
32.33
135.80
85.37
65.93
330.85
9.80
37.24
6.13
59.58
14.89
0.93
0.52
20.74
29.84
209.59
224.69
39.39
19.97
19.97
114.56
99.88
10.93
2.04
1.00
2021
35.82
141.47
111.12
84.33
261.58
9.80
37.23
4.98
73.23
17.06
0.93
0.52
19.59
29.69
242.82
254.72
37.88
23.01
23.01
153.79
97.62
14.20
2.11
1.00
Analysis of deviation of 2021 vs. 2020 over 20%:
1. Current ratio increased by 30% mainly due to increase in cash and cash equivalents and inventories.
2. Quick ratio increased by 28% mainly due to increase in cash and cash equivalents.
3. Times interest earned decreased by 21% mainly due to increase in interest expenses.
4. Average inventory turnover days increased by 23% mainly due to a higher level of inventories of 5nm technology.
5. Cash flow ratio increased by 34% and cash flow reinvestment ratio increased by 30% as a result of increase in cash provided by operating activities.
* Glossary
1. Capital Structure Analysis
(1) Debt Ratio = Total Liabilities / Total Assets
(2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity +
Noncurrent Liabilities) / Net Property, Plant and Equipment
2. Liquidity Analysis
(1) Current Ratio = Current Assets / Current Liabilities
(2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities
(3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses
4. Profitability Analysis
(1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) /
Average Total Assets
(2) Return on Equity = Net Income / Average Shareholders’ Equity
(3) Operating Income to Paid-in Capital Ratio = Operating Income / Paid-in Capital
(4) Pre-tax Income to Paid-in Capital Ratio = Income before Tax / Paid-in Capital
(5) Net Margin = Net Income / Net Sales
(6) Earnings Per Share = (Net Income - Preferred Stock Dividend) / Weighted Average Number
of Shares Outstanding
5. Cash Flow
3. Operating Performance Analysis
(1) Average Collection Turnover = Net Sales / Average Trade Receivables (including Accounts
Receivable and Notes Receivable originated from operation)
(2) Days Sales Outstanding = 365 / Average Collection Turnover
(3) Average Inventory Turnover = Cost of Sales / Average Inventory
(4) Average Inventory Turnover Days = 365 / Average Inventory Turnover
(5) Average Payment Turnover = Cost of Sales / Average Trade Payables (including Accounts
Payable and Notes Payable originated from operation)
(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and
Equipment
(7) Total Assets Turnover = Net Sales / Average Total Assets
(1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities
(2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of
Capital Expenditures, Inventory Additions, and Cash Dividend
(3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) /
(Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets
+ Working Capital)
6. Leverage
(1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations
(2) Financial Leverage = Income from Operations / (Income from Operations - Interest
Expenses)
Year
2017
2018
2019
2020
2021
CPA
Yih-Hsin Kao, Yu-Feng Huang
Mei Yen Chiang, Yu-Feng Huang
Mei Yen Chiang, Yu-Feng Huang
Mei Yen Chiang, Yu-Feng Huang
Mei Yen Chiang, Shang Chih Lin
Audit Opinion
An Unmodified Opinion
An Unmodified Opinion
An Unmodified Opinion
An Unmodified Opinion
An Unmodified Opinion
Deloitte & Touche
20F, No. 100, Songren Rd., Xinyi Dist., Taipei, Taiwan, R.O.C.
Tel: 886-2-2725-9988
6.1.5 Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2021 Business Report, Financial Statements, and proposal for allocation of
quarterly earnings. The CPA firm of Deloitte & Touche was retained to audit TSMC’s Financial Statements and has issued an audit
report relating to the Financial Statements. The Business Report, Financial Statements, and quarterly earnings allocation proposal
have been reviewed and determined to be correct and accurate by the Audit Committee members of Taiwan Semiconductor
Manufacturing Company Limited. According to relevant requirements of the Securities and Exchange Act and the Company Law, we
hereby submit this report.
Taiwan Semiconductor Manufacturing Company Limited
Chairman of the Audit Committee: Sir Peter L. Bonfield
February 15, 2022
6.1.6 Financial Difficulties
The Company should disclose the financial impact to the Company if the Company and its affiliated companies have incurred any
financial or cash flow difficulties in 2021 and as of the date of this Annual Report: None.
6.1.7 Consolidated Financial Statements and Independent Auditors’ Report along with Parent Company Only Financial
Statements and Independent Auditors’ Report
Please refer to Annual Report section (II), Financial Statements.
118
119
6.2 Financial Status and Operating Results
6.2.1 Financial Status
Consolidated
Unit: NT$ thousands
Item
Current Assets
Long-term Investments (Note 1)
Property, Plant and Equipment
Right-of-use Assets
Intangible Assets
Other Assets (Note 2)
Total Assets
Current Liabilities
Noncurrent Liabilities
Total Liabilities
Capital Stock
Capital Surplus
Retained Earnings
Others
Equity Attributable to Shareholders of the Parent
Total Equity
2021
2020
1,607,072,907
1,092,185,308
29,384,701
27,728,208
1,975,118,704
1,555,589,120
32,734,537
26,821,697
54,370,909
27,728,382
25,768,179
31,712,208
3,725,503,455
2,760,711,405
739,503,358
815,266,892
1,554,770,250
259,303,805
64,761,602
617,151,048
292,938,358
910,089,406
259,303,805
56,347,243
1,906,829,661
1,588,686,081
(62,608,515)
2,168,286,553
2,170,733,205
(54,679,873)
1,849,657,256
1,850,621,999
Difference
514,887,599
1,656,493
419,529,584
5,006,155
1,053,518
22,658,701
964,792,050
122,352,310
522,328,534
644,680,844
0
8,414,359
318,143,580
(7,928,642)
318,629,297
320,111,206
%
47%
6%
27%
18%
4%
71%
35%
20%
178%
71%
0%
15%
20%
-15%
17%
17%
Note 1: Long-term investments consist of noncurrent financial assets at fair value through other comprehensive income, noncurrent financial assets at amortized cost, and investments accounted for using
equity method.
Note 2: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
● Analysis of Deviation over 20%
Increase in current assets: The increase was mainly due to increase in cash and cash equivalents and inventories.
Increase in property, plant and equipment: The increase was mainly due to increase in equipment under installation and
construction in progress.
Increase in other assets: The increase in other assets was mainly due to increase in deferred income tax assets.
Increase in total assets: The increase in total assets was mainly due to increase in current assets and property, plant and equipment.
Increase in current liabilities: The increase was mainly due to increase in short-term loans and accrued expenses and other current
liabilities.
Increase in noncurrent liabilities: The increase was mainly due to issuance of corporate bonds in 2021 and increase in other
noncurrent liabilities.
Increase in total liabilities: The increase was mainly due to increase in noncurrent liabilities.
Increase in retained earnings: The increase was mainly due to net income of 2021, partially offset by distribution of earnings.
● Major Impact on Financial Position
The above deviations had no major impact on TSMC’s financial position.
● Future Plan on Financial Position: Not applicable.
Unconsolidated
Unit: NT$ thousands
Item
Current Assets
Long-term Investments (Note 1)
Property, Plant and Equipment
Right-of-use Assets
Intangible Assets
Other Assets (Note 2)
Total Assets
Current Liabilities
Noncurrent Liabilities
Total Liabilities
Capital Stock
Capital Surplus
Retained Earnings
Others
Total Equity
2021
783,205,937
603,640,944
2020
580,949,248
565,432,338
1,889,970,529
1,511,784,556
30,123,052
22,910,400
48,644,283
25,184,827
21,733,597
28,420,547
3,378,495,145
2,733,505,113
704,833,370
505,375,222
1,210,208,592
259,303,805
64,761,602
680,529,735
203,318,122
883,847,857
259,303,805
56,347,243
1,906,829,661
1,588,686,081
(62,608,515)
(54,679,873)
2,168,286,553
1,849,657,256
Difference
202,256,689
38,208,606
378,185,973
4,938,225
1,176,803
20,223,736
644,990,032
24,303,635
302,057,100
326,360,735
0
8,414,359
318,143,580
(7,928,642)
318,629,297
%
35%
7%
25%
20%
5%
71%
24%
4%
149%
37%
0%
15%
20%
-15%
17%
Note 1: Long-term investments consist of noncurrent financial assets at fair value through other comprehensive income and investments accounted for using equity method.
Note 2: Other assets consist of deferred income tax assets, refundable deposits, and other noncurrent assets.
● Analysis of Deviation over 20%
Increase in current assets: The increase was mainly due to increase in cash and cash equivalents and inventories.
Increase in property, plant and equipment: The increase was mainly due to increase in equipment under installation and
construction in progress.
Increase in right-of-use assets: The increase was mainly due to increase in leases of land.
Increase in other assets: The increase in other assets was mainly due to increase in deferred income tax assets.
Increase in total assets: The increase in total assets was mainly due to increase in current assets and property, plant and equipment.
Increase in noncurrent liabilities: The increase was mainly due to issuance of corporate bonds in 2021 and increase in other
noncurrent liabilities.
Increase in total liabilities: The increase was mainly due to increase in noncurrent liabilities.
Increase in retained earnings: The increase was mainly due to net income of 2021, partially offset by distribution of earnings.
● Major Impact on Financial Position
The above deviations had no major impact on TSMC’s financial position.
● Future Plan on Financial Position: Not applicable.
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121
6.2.2 Financial Performance
Consolidated
Unit: NT$ thousands
Item
Net Revenue
Cost of Revenue
Gross Profit
Operating Expenses
Other Operating Income and Expenses, Net
Income from Operations
Non-operating Income and Expenses
Income before Income Tax
Income Tax Expenses
Net Income
Other Comprehensive Loss, Net of Income Tax
Total Comprehensive Income for the Year
Total Net Income Attributable to Shareholders of the Parent
Total Comprehensive Income Attributable to Shareholders
of the Parent
2021
2020
1,587,415,037
1,339,254,811
767,877,771
819,537,266
169,222,934
(333,435)
649,980,897
13,145,417
663,126,314
66,053,180
597,073,134
(7,619,456)
589,453,678
596,540,013
588,918,059
628,124,691
711,130,120
145,056,549
710,127
566,783,698
17,993,482
584,777,180
66,619,098
518,158,082
(30,321,802)
487,836,280
517,885,387
487,563,478
Difference
248,160,226
139,753,080
108,407,146
24,166,385
(1,043,562)
83,197,199
(4,848,065)
78,349,134
(565,918)
78,915,052
22,702,346
101,617,398
78,654,626
101,354,581
%
19%
22%
15%
17%
-147%
15%
-27%
13%
-1%
15%
75%
21%
15%
21%
● Analysis of Deviation over 20%
Increase in cost of revenue: The increase was mainly due to higher sales.
Decrease in other operating income and expenses, net: The decrease was mainly due to a net loss on disposal of property, plant and
equipment in 2021 compared to a net gain on disposal of property, plant and equipment in 2020.
Decrease in non-operating income and expenses: The decrease was mainly due to lower interest income and higher interest
expenses in 2021.
Decrease in other comprehensive loss, net of income tax: The decrease was mainly due to decrease in currency exchange loss arising
from translation of foreign operations in 2021.
Increase in total comprehensive income for the year and total comprehensive income attributable to shareholders of the parent: The
increase was mainly due to higher net income in 2021.
● Sales Volume Forecast and Related Information
For additional details, please refer to “1. Letter to Shareholders.”
● Major Impact on Financial Performance
The above deviations had no major impact on TSMC’s financial performance.
● Future Plan on Financial Performance: Not applicable.
Unconsolidated
Unit: NT$ thousands
Item
Net Revenue
Cost of Revenue
Gross Profit
Operating Expenses
Other Operating Income and Expenses, Net
Income from Operations
Non-operating Income and Expenses
Income before Income Tax
Income Tax Expenses
Net Income
Other Comprehensive Loss, Net of Income Tax
Total Comprehensive Income for the Year
2021
2020
1,574,745,881
1,314,793,013
786,116,844
788,629,037
158,667,757
(328,444)
629,632,836
30,869,355
660,502,191
63,962,178
596,540,013
(7,621,954)
588,918,059
632,788,990
682,004,023
139,285,510
746,994
543,465,507
39,153,435
582,618,942
64,733,555
517,885,387
(30,321,909)
487,563,478
Difference
259,952,868
153,327,854
106,625,014
19,382,247
(1,075,438)
86,167,329
(8,284,080)
77,883,249
(771,377)
78,654,626
22,699,955
101,354,581
%
20%
24%
16%
14%
-144%
16%
-21%
13%
-1%
15%
75%
21%
● Analysis of Deviation over 20%
Increase in net revenue: The increase was mainly attributed to rise in average selling price due to higher advanced technology
revenue weighting and increase in wafer shipments during 2021, partially offset by the unfavorable impact of change in foreign
exchange rate.
Increase in cost of revenue: The increase was mainly due to higher sales.
Decrease in other operating income and expenses, net: The decrease was mainly due to a net loss on disposal of property, plant and
equipment in 2021 compared to a net gain on disposal of property, plant and equipment in 2020.
Decrease in non-operating income and expenses: The decrease was mainly due to lower share of profits of subsidiaries and
associates in 2021.
Decrease in other comprehensive loss, net of income tax : The decrease was mainly due to decrease in currency exchange loss arising
from translation of foreign operations in 2021.
Increase in total comprehensive income for the year: The increase was mainly due to higher net income in 2021.
● Sales Volume Forecast and Related Information
For additional details, please refer to “1. Letter to Shareholders.”
● Major Impact on Financial Performance
The above deviations had no major impact on TSMC’s financial performance.
● Future Plan on Financial Performance: Not applicable.
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123
6.2.3 Cash Flow
Consolidated
Unit: NT$ thousands
Cash Balance
12/31/2020
Net Cash Provided
by Operating
Activities in 2021
Net Cash Used in
Investing Activities
in 2021
Net Cash
Generated by
Financing Activities
in 2021
Effect of Exchange
Rate Changes on
Cash and Cash
Equivalents in
2021
Remedy for Liquidity Shortfall
Cash Balance
12/31/2021
Investment Plan
Financing Plan
660,170,647
1,112,160,722
(836,365,863)
136,608,438
(7,583,752)
1,064,990,192
None
None
● Analysis of Cash Flow
NT$1,112.2 billion net cash generated by operating activities: mainly include net income, along with depreciation and amortization
expenses.
NT$836.4 billion net cash used in investing activities: primarily for capital expenditures.
NT$136.6 billion net cash generated by financing activities: mainly for issuance of corporate bonds, partially offset by cash dividend
payment.
● Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
● Cash Flow Projection for Next Year: Not applicable.
Unconsolidated
Unit: NT$ thousands
Cash Balance
12/31/2020
Net Cash Provided by
Operating Activities in
2021
Net Cash Used in
Investing Activities in
2021
Net Cash Used in
Financing Activities in
2021
Cash Balance
12/31/2021
Remedy for Liquidity Shortfall
Investment Plan
Financing Plan
303,165,717
1,083,932,185
(799,191,132)
(191,612,529)
396,294,241
None
None
● Analysis of Cash Flow
NT$1,083.9 billion net cash generated by operating activities: mainly include net income, along with depreciation and amortization
expenses.
NT$799.2 billion net cash used in investing activities: primarily for capital expenditures.
NT$191.6 billion net cash used in financing activities: mainly for decrease in short-term loans and cash dividend payment,
partially offset by issuance of corporate bonds.
● Remedial Actions for Liquidity Shortfall
As a result of positive operating cash flows and cash on-hand, remedial actions are not required.
● Cash Flow Projection for Next Year: Not applicable.
6.2.4 Recent Years Major Capital Expenditures and Impact on Financial and Business
Unit: NT$ thousands
Plan
Actual or Planned Source of Capital
Production Facilities, R&D and Production Equipment
Cash flow generated from operations and issuance of
corporate bonds
Total Amount for
2021 and 2020
Actual Use of Capital
2021
2020
1,327,249,575
831,096,598
496,152,977
Others
Total
Cash flow generated from operations
19,184,855
8,099,110
11,085,745
1,346,434,430
839,195,708
507,238,722
Based on capital expenditures listed above, TSMC’s annual production capacity increased by approximately 0.9 million 12-inch
equivalent wafers in 2021.
6.2.5 Long-term Equity Investment Policy and Results
TSMC’s long-term equity investments, accounted for using the
equity method, were all made for strategic purposes. In 2021,
the gains from these investments amounted to 5,603,084
thousand on a consolidated basis, up from the previous year
mainly due to increases in product demand. In the future,
TSMC’s long-term equity investments, accounted for using the
equity method, will continue to focus on strategic purposes
through prudent assessments.
6.3 Risk Management
The Board of Directors plays a key role in helping TSMC identify
and manage risks. According to the Audit Committee’s charter,
approved by the Board of Directors, the Audit Committee
is authorized to review TSMC’s enterprise risk management
(ERM), including business continuity management policy and
plans, ERM procedures and implementation status. The risk
management organization annually briefs the Audit Committee
on TSMC’s ever-changing risk environment, the key points of
TSMC’s ERM, and risk assessment and mitigation efforts. The
Audit Committee’s Chairperson also reports to the Board of
Directors on the risk environment and risk mitigation measures
to be taken.
TSMC operates an ERM program based on its corporate vision
and its long-term, sustainable responsibility to both industry
and society, integrating and managing potential sustainability
risks including strategic, operational, financial and hazardous
risks. ERM seeks to provide the appropriate management
of risks on behalf of all stakeholders. TSMC applies a risk
management framework (including risk identification and
assessment, risk control and mitigation, risk response, risk
monitoring and reporting) and a risk map to assess the risk
levels by defining likelihood and impact severity of events on
TSMC’s operations, and to prioritize controls and implement
corresponding mitigation measures.
Scope of Risk Management
Strategic Perspective
● Changes in technology (including IT security) and industry
● Decrease in demand and average selling price
● Competition
● Changes in the government policies and regulatory
environment
Operational Perspective
● Capacity expansion
● Construction of new fabs
● Sales concentration
● Purchasing concentration
● Intellectual property rights
● Litigious and non-litigious matters
● Mergers and acquisitions
● Recruiting quality personnel
● Future R&D plans and expected R&D spending
● Change in corporate reputation
● Change in management
Financial Perspective
● Interest rate fluctuation, foreign exchange volatility, inflation,
and amendments to tax regulations or implementation of
new tax laws
● External financing
● High-risk/highly leveraged investments; lending,
endorsements, and guarantees for other parties; and financial
derivative transactions
● Impairment charges
Hazardous Event Perspective
● Earthquakes and natural disaster
● Fire or chemical spills
● Climate change
● Pandemics
● Utility supply disruption
Enterprise Risk Management Framework
Risk Identification and Assessment
● RM Steering Committee and Audit Committee of the Board
of Directors review and approve implementation of risk
management strategy and prioritization of risk controls
● RM Executive Council adopts risk map which assesses
likelihood and impact of risk events on operations
Risk Control and Mitigation
● RM Program conducts cross-functional risk communication
to facilitate each function for enhancing risk prevention and
mitigation controls
● RM Executive Council implements risk controls and
improves continuously
● Each department includes the effectiveness of risk controls
into annual self-assessment
Risk Response
● RM task forces establish crisis management and business
continuity plans
● RM Program plans and implements the response and
exercise for material crisis events
● Each department implements the planning and execution
of business continuity plan
Risk Monitoring and Reporting
● Risk management organization reports to RM Steering
Committee and Audit Committee on the focus of enterprise
risk management, risk assessment, and mitigation efforts
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125
To mitigate the TSMC’s operational impacts of crisis events,
TSMC’s risk management organization conducts pre-crisis
risk assessment and identifies feasible strategies for crisis
prevention. Response procedures and recovery plans are
established for various scenarios. For specific severe crisis
events involving multiple TSMC manufacturing sites, the
cross-functional central crisis command center, composed of
operations and support functions, is responsible for direction
and internal coordination to speed up TSMC’s response time
to crisis event and proactively communicate with stakeholders.
To raise risk awareness and strengthen the risk management
culture in TSMC, RM task forces have been formed to enhance
risk assessment and conduct crisis response exercises for
potential critical events such as fire, earthquake, IT service
disruption, IT security breach, supply chain disruption, major
yield loss, and utility supply disruption. In order to continuously
mitigate corporate risks, crisis response exercises are used to
test the integrity of ERM and effectiveness of risk controls.
To mitigate supply chain disruption risks, TSMC has created
a task force comprised of members of fab operations,
materials management, risk management and quality systems
management to work with suppliers to develop business
continuity plans and enhance supply chain resilience. Partly as
a result of these efforts, there were no interruptions in TSMC’s
supply chain in 2021.
As production capacity continues to expand with more
advanced technology, TSMC has initiated and implemented
seismic protection engineering design, risk treatment practices
and green manufacturing projects during the design phase of
all new fabs.
Risk Management Organization Chart
Board of Directors/
Audit Committee
RM Steering Committee
RM Executive Council
RM Task Force
Materials Management
and Risk Management
– RM Program
RM Steering Committee
● Consist of functional heads, with internal audit head sitting in
as an observer
● Report to the Audit Committee of the Board of Directors
● Advise and approve risk control prioritization
● Supervise continuous improvements for risk management
RM Executive Council
● Consist of director-level representatives from each function
● Identify and implement risk control plans
● Continuously improve risk management practices and
effectiveness
RM Program
● Consolidate ERM reports and update the RM Steering
Committee
● Coordinate and facilitate the RM Executive Council’s risk
6.3.1 Risk Management Organization and
management activities
Implementation Status
● Facilitate RM task forces to enhance the effectiveness of risk
The TSMC risk management organization is composed of the
RM steering committee, the RM executive council, the RM
program and the RM task force. The role and responsibility
of the risk management organization and its implementation
status are summarized as follows:
controls
RM Task Force
● Identify potential scenarios and business impacts
● Plan and execute risk prevention and mitigation actions in
accordance with various scenarios
● Establish crisis management procedures and conducts exercises
The Implementation in 2021
Systemic Risk Management Enhancement
● In addition to current risk identification and assessment,
compliance check, lessons learned from internal and external
incidents, and benchmarking, a series of risk interviews and
analysis are conducted to identify any unknown systemic
risks and risk control measures to be enhanced. TSMC
continuously improves the effectiveness of risk controls and
risk culture through cross-functional collaborations.
Continue Existing Risk Management Organization’s Activities
● For enterprise risks, each RM task forces conduct risk
assessment and lesson-learned from incidents, identify
potential risk scenarios continuously, plan and implement risk
prevention and mitigation measures, emergency response,
crisis management and corresponding exercises.
● The RM executive council reviews and follows up on the
progress and results of RM task force activities, including
the response to systemic risks and emerging risks, improving
opportunities identified from compliance checks, and sharing
and learning of best practices.
● The RM steering committee advises and approves the risk
map and the prioritization of risk controls and review the
continuous improvement in managing systemic risks.
6.3.2 Strategic Risks
Risks Associated with Changes in Technology and
Industry
● Industry Developments
The electronics industries and semiconductor market
are cyclical and subject to significant and often rapid
fluctuations in product demand, which could impact TSMC’s
semiconductor foundry business. Variations in order levels from
TSMC’s customers may result in volatility in the Company’s
revenue and earnings.
From time to time, the electronics and semiconductor
industries have experienced significant and occasionally
prolonged periods of downturns and overcapacity. Because
TSMC is, and will continue to be, dependent on the
requirements of electronics and semiconductor companies
for its services, periods of downturns and overcapacity in the
general electronics and semiconductor industries could lead to
reduced demand for overall semiconductor foundry services,
including TSMC’s services. If TSMC cannot take appropriate
actions, such as reducing its costs to sufficiently offset declines
in demand, the Company’s revenue, margin and earnings will
likely suffer during periods of downturns and overcapacity.
● Changes in Technology
The semiconductor industry and its technologies are constantly
changing. TSMC competes by developing process technologies
using increasingly advanced nodes and on manufacturing
products with more functions. The Company also competes
by developing new derivative technologies. If TSMC does
not anticipate these changes in technologies and rapidly
develop new and innovative technologies, or the Company’s
competitors unforeseeably gain sudden access to additional
technologies, TSMC may not be able to provide foundry
services on competitive terms. In addition, TSMC’s customers
have significantly decreased the time in which their products
or services are launched into the market. If TSMC is unable to
meet these shorter product time-to-market, it risks losing these
customers. These factors have also been intensified by the shift
of the global technology market to consumer driven products,
such as smartphones, and increasing competition and
concentration of customers (all further discussed separately
among these risk factors).
Also, the uncertainty and instability inherent in advanced
technologies also impose challenges for achieving expected
product quality and product yield. If TSMC fails to maintain
quality, it may result in loss of revenue and additional cost,
as well as loss of business or customer trust. For example,
in January 2019, the Company discovered yield problems in
12-nanometer and 16-nanometer wafers caused by a batch of
photoresist, which resulted in delayed delivery of products and
had a negative effect on TSMC’s gross margin and operating
margin in the first quarter of 2019. To reduce future risks of
such incidences, the Company has since strengthened inline
wafer inspection and tightened control of incoming material
to deal with the increasing complexity of leading-edge
technologies. If TSMC is unable to innovate new technologies
that meet the demand of its customers or overcome the above
factors, it may become less competitive and its revenue may
decline significantly.
Regarding the response measures for the above-mentioned
risks, please refer to “2.2.4 TSMC Position, Differentiation and
Strategy” on pages 14-16 of this Annual Report.
● IT Security
Even though TSMC has established a comprehensive internet
and computing security network, the Company cannot
guarantee that its computing systems which control or
maintain vital corporate functions, such as its manufacturing
operations and enterprise accounting, would be completely
immune to crippling cyberattacks. In the event of a serious
cyberattack, TSMC’s systems may lose important corporate
data or its production lines may be shut down pending the
resolution of such attack. Major cyberattacks could also lead
to loss or divulgence of trade secrets and other sensitive
information, such as proprietary information of our customers
and other stakeholders and personal information of our
employees. While TSMC seeks to continuously review and
assess its cybersecurity policies and procedures to ensure their
adequacy and effectiveness, the Company cannot guarantee
126
127
that it will not be susceptible to new and emerging risks and
attacks in the evolving landscape of cybersecurity threats.
Malicious hackers may also try to introduce computer viruses,
corrupted software or ransomware into TSMC’s network
systems to disrupt its operations, blackmail it to regain control
of its computing systems, or spy on it for sensitive information.
These attacks may result in TSMC having to pay damages for
its delayed or disrupted orders or incur significant expense in
implementing remedial and improvement measures to further
enhance its cybersecurity network, and may also expose the
Company to significant legal liabilities arising from or related to
legal proceedings or regulatory investigations associated with
such breaches.
In the past, TSMC experienced and may in the future be subject
to attacks by malicious software contained in the equipment
the Company purchases and installs. TSMC has implemented
and continually updates rigorous cybersecurity measures to
prevent and minimize harm caused by such attacks. Such
measures include advanced virus scanning tools to prevent
a fab from installing virus-infected software, strengthening
firewall and network controls to prevent computer viruses
from spreading among tools and fabs, the installation of
anti-virus and advanced malware detection solutions across
Company computer devices, and enhancement of data center
security through faster patch cycle times. In addition, TSMC
has deployed secure PCs and laptops, developed a public cloud
security policy with monitoring, defined and regularly reviewed
the security key performance indicators (KPI), introduced new
technology for data protection, and improved email phishing
detection and regularly performed employee awareness testing.
TSMC also established an integrated and automatic security
operation platform, enhanced the automation of cybersecurity
event detection and response, enhanced internal assessment
automation, practiced the response to ransomware attacks
and conducted external security risk assessments. In addition,
to reduce supply chain risks, through collaboration, TSMC
helped major suppliers improve their security maturity with
KPI monitoring and share with them industry security events
and best practices on demand and by schedule. Moreover,
TSMC led the SEMI standard taskforce to formulate and release
information security standards for semiconductor equipment
(SEMI E187) to help improve the resilience of semiconductor
supply chain. While these ongoing enhancements further
improve Company’s cybersecurity defense solutions, there can
be no assurance that the Company is immune to cyberattacks.
In addition, TSMC employs certain third-party service providers
for itself and its affiliates worldwide with whom it needs to
share highly sensitive and confidential information to enable
them to provide the relevant services. Despite requiring the
third-party service providers to strictly fulfill the confidentiality
and/or internet security requirements in its service agreements
with them, there is no assurance that each of them will comply
with such obligations. Moreover, such third-party service
providers may also be susceptible to cyberattacks. If TSMC or
its service providers are not able to timely resolve the respective
technical difficulties caused by such cyberattacks, or ensure
the integrity and availability of its data (and data belonging to
its customers and other third parties) or maintain control of
its or its service providers’ computing systems, the Company’s
commitments to its customers and other stakeholders may
be materially impaired and its results of operations, financial
condition, prospects and reputation may also be materially and
adversely affected.
Risks Associated with Decrease in Demand and Average
Selling Price
A vast majority of the Company’s revenue is derived from
customers who use TSMC products in smartphones, high
performance computing (HPC), Internet of Things (IoT),
automotive, and digital consumer electronics (DCE). Any
deterioration in or a slowdown in the growth of such end
markets resulting in a substantial decrease in the demand
for overall global semiconductor foundry services, including
TSMC products and services, could adversely affect the
Company’s revenue. Further, semiconductor manufacturing
facilities require substantial investment to construct and are
largely fixed-cost assets once they are in operation. Because
the Company owns most of its manufacturing capacities, a
significant portion of our operating costs is fixed. In general,
these costs do not decline when customer demand or our
capacity utilization rates drop, and thus declines in customer
demand, among other factors, may significantly decrease our
margins. Conversely, as product demand rises and factory
utilization increases, the fixed costs are spread over increased
output, which can improve our margins. In addition, the
historical trend of declining average selling prices (or “ASP”) of
end use applications places downward pressure on the prices
of the components that go into such applications. Decreases in
the ASP of end use applications may increase pricing pressure
on components produced by TSMC, which, in turn, may
negatively impact its revenue, margin and earnings.
Risks Associated with Competition
The markets for TSMC’s foundry services are highly competitive.
The Company competes with other foundry service providers,
as well as a number of integrated device manufacturers.
Some of these companies may have access to more advanced
technologies than TSMC. Other companies may have greater
financial and other resources than TSMC, such as the possibility
of receiving direct or indirect government subsidies, economic
stimulus funds, or other incentives that may be unavailable
to TSMC. For example, Chinese companies are expected to be
key players for new semiconductor fab development and fab
equipment spending in part due to various incentives provided
by the Chinese government. The governments of Europe, the
United States, South Korea, and Japan also have incentive
programs to incentivize developments of their domestic
semiconductor industries. Although governments in certain of
the countries or regions where TSMC is currently expanding
or planning to expand its production capacity have extended
or may in the future extend certain financial incentives to
the Company, there is no assurance that TSMC will be able
to apply for or receive such financial incentives at the levels
TSMC expects or at all. Additionally, any financial incentives
the Company receive may be subject to strict conditions, or the
grantors could seek to recover any funds provided to TSMC, or
cancel, reduce or deny our requests subsidies or grants in the
future. This could materially increase TSMC’s operating costs
and adversely affect its results of operations.
Furthermore, the Company’s competitors may, from time to
time, also decide to undertake aggressive pricing initiatives in
one or several technology nodes. These competitive activities
may decrease TSMC’s customer base or its ASP, or both. If
TSMC is unable to compete effectively with such new and
aggressive competitors on technology, manufacturing capacity,
product quality and customer satisfaction, it risks losing
customers to such new contenders.
Risks Associated with Changes in the Government
Policies and Regulatory Environment
TSMC management closely monitors all domestic and foreign
governmental policies and regulations that might impact
TSMC’s business and financial operations. In 2021 and as of
the date of this Annual Report, there were no governmental
policies or regulatory changes would materially impact TSMC’s
operations or financial condition.
6.3.3 Operational Risks
Risks Associated with Capacity Expansion
TSMC performs long-term market demand forecasting for its
products and services to manage its overall capacity. Based
on its market demand forecasts, the Company has continued
to add capacity to meet market needs for its products and
services, including in Taiwan, in Nanjing, China, in Arizona,
U.S., and in Kumamoto, Japan.
Implementing these capacity expansion plans will increase
its costs, and the increases may be substantial. For example,
the Company would need to build new facilities, purchase
additional equipment and hire and train personnel to operate
the new equipment. If TSMC does not increase its net revenue
accordingly, its financial performance may be adversely
affected by these increased costs.
In addition, market conditions are dynamic and TSMC’s market
demand forecast may change significantly at any time. During
periods of decreased demand, certain manufacturing lines
or tools in some of the Company’s manufacturing facilities
may be suspended or shut down temporarily. However, if
demand subsequently increases rapidly over a short period
of time, TSMC may not be able to restore the capacity in
a timely manner to take advantage of the upturn. In such
circumstances, its financial performance and competitiveness
may be adversely affected.
In order to mitigate the risk associated with capacity expansion,
TSMC continuously watches for changes in market conditions
and works closely with its customers. When market demand
is not as expected, the Company tries to adjust its capacity
plans in a timely manner to reduce the impact on its financial
performance.
Risks Associated with Construction of New Fabs
The Company has multiple expansion projects that are currently
underway, including the design and construction of new
fabs worldwide. Labor shortages, interruptions in the supply
chains for various building materials, and construction issues
could substantially delay the completion of our expansion
projects. Any prolongation of such delays could result in us
incurring substantial additional costs or failing to meet our
capacity expansion plans. In addition, future expansions of
its operations in the R.O.C. could be limited by the limited
availability of commercial-use land.
Risks Associated with Sales Concentration
Over the years, the profile of the Company’s customers and the
nature of the Company’s customers’ business have changed
dramatically. While TSMC generates revenue from hundreds of
customers worldwide, TSMC’s ten largest customers in 2019,
2020 and 2021 accounted for approximately, 71%, 74% and
71% of TSMC’s net revenue in the respective year. TSMC’s
largest customer in 2019, 2020 and 2021 accounted for 23%,
25% and 26% of the Company’s net revenue in the respective
year. TSMC’s second largest customer in 2019, 2020 and 2021
accounted for 14%, 12% and 10% of TSMC’s net revenue in
the respective year.
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A more concentrated customer base will subject TSMC’s
revenue to seasonal demand fluctuations from the Company’s
large customers, and cause different seasonal patterns in the
Company’s business. This customer concentration results in
part from the changing dynamics of the electronics industry
with the structural shift to mobile devices and applications and
software that provide the content for such devices.
There are only a limited number of customers who are
successfully exploiting this new business model paradigm. Also,
TSMC has seen the changes of nature in its customers’ business
models in response to this new business model paradigm.
For example, there is a growing trend toward the system
companies developing their own designed semiconductors and
working directly with semiconductor foundries which makes
their products and services more marketable in a changing
consumer market.
Also, since the global semiconductor industry is becoming
increasingly competitive, some of TSMC’s customers have
engaged in industry consolidations in order to remain
competitive. Such consolidations have taken the form of
mergers and acquisitions. If more of TSMC’s major customers
consolidate, this will further decrease the overall number of the
Company’s customer pool. In addition, regulatory restrictions,
such as export control directed at TSMC’s major customers,
could impact the Company’s ability to supply products to
those customers, reduce those customers’ demand for TSMC’s
products and services and impact their business operations.
The loss of, or significant curtailment of purchases by, one or
more of the Company’s top customers, including curtailments
due to increased competitive pressures, heightened regulatory
scrutiny, industry consolidation, changes in applicable
regulatory restrictions, product designs, manufacturing
sourcing or outsourcing policies or practices of these
customers, or the timing of customer or distributor inventory
adjustments, or changes in its major customers’ business
models, may adversely affect TSMC’s results of operations and
financial condition.
Risks Associated with Purchasing Concentration
● Raw Materials
TSMC’s production operations require that it obtain
adequate supplies of raw materials, such as silicon wafers,
gases, chemicals, and photoresist, on a timely basis and at
commercially reasonable prices. In the past, shortages in the
supply of some materials, whether by specific vendors or by the
semiconductor industry generally, have resulted in occasional
industry-wide price adjustments and delivery delays. Moreover,
major natural disasters, trade barriers and political or economic
turmoil, including military conflicts and inflation occurring
within the country of origin of such raw materials may also
significantly disrupt the availability of such raw materials or
increase their prices. Also, since TSMC procures some of its raw
materials from sole-sourced suppliers, there is a risk that the
Company’s needs for such raw materials may not be met or
that back-up supplies may not be readily available. Importation
and domestic production limitations may also limit our ability to
obtain adequate supplies of raw materials as well as materials
of the necessary quality. In addition, recent trade tensions could
result in increased prices or even unavailability of raw materials
due to tariffs, export control or other non-tariff barriers. TSMC’s
revenue and earnings could decline if it is unable to obtain
adequate supplies of the necessary raw materials in a timely
manner or if there are significant increases in the costs of raw
materials. To reduce the supply chain risk and to manage the
cost effectively, TSMC commits resources toward developing
new supply sources. Further, the Company continually
encourages its suppliers to reduce their supply chain risk by
decentralizing production plants and to improve their cost
competitiveness by moving their production facilities to Taiwan
from higher-cost areas.
Given that qualified backup suppliers are hard to find, TSMC
engages early and extensively with primary suppliers on
managing quality and capacity issues so as to be prepared for
any unexpected need to ramp up or curtail production when
the Company lacks sufficient time to re-tune its production
process. For leading technology nodes, TSMC not only adopts
world-class processes and facilities but also requires world-class
materials. To streamline supply chain risk, the Company has
increased supplier site audits and meetings to extend supply
chain best practices to its upstream suppliers. In addition,
in response to the rapid increase or decrease in production
capacity of new products, TSMC has continued to improve its
inventory monitoring system to achieve more accurate demand
forecasts and ensure that the supply chain maintains sufficient
inventory levels. The Company has established a supply chain
risk assessment to ensure that critical suppliers meet various
standards in labor, ethics, ESH (environmental, safety and
health) and BCP (business continuity plan). Onsite audits are
conducted regularly to encourage suppliers to take responsibility
for their supply chain, as any regulatory violations or adverse
environmental impact event, or failure to meet sustainability
requirements could result in business reduction or termination.
● Equipment
The Company’s operations and ongoing expansion plans
depend on its ability to obtain an appropriate amount of
equipment and related services from a limited number of
suppliers in a market that is characterized from time to time
by limited supply and long delivery cycles. During such times,
supplier-specific or industry-wide lead times for delivery can be
longer than previously expected and the cost of ownership may
intrinsically increase.
To better manage its supply chain, the Company has
implemented various collaborative business models and
risk management contingencies with suppliers to ensure
supply and shorten the procurement lead times. However, if
TSMC is unable to timely acquire the equipment and parts
needed, the Company may fail to successfully implement its
capacity expansion plans and exploit time sensitive business
opportunities. Additionally, ongoing trade tensions or
protectionist measures could result in increased prices for, or
even unavailability of, key equipment, including as a result of
necessary export licenses being delayed or denied, additional
export control measures, and other tariff or non-tariff barriers.
If TSMC is unable to obtain equipment in a timely manner to
fulfill its customers’ demand on technology and production
capacity, or at a reasonable cost, its financial condition and
results of operations could be negatively impacted.
Risks Associated with Intellectual Property Rights
The Company’s ability to compete successfully and to achieve
future growth depends in part on the continued strength
of its intellectual property portfolio. While the Company
actively enforces and protects our intellectual property rights,
there can be no assurance that its efforts will be adequate
to prevent the misappropriation or improper use of its
proprietary technologies, patents, software, trade secrets or
know-how. Also, the Company cannot assure you that, as
its business or business models expand into new areas, it will
be able to develop independently the technologies, patents,
software, trade secrets or know-how necessary to conduct its
business or that it can do so without unknowingly infringing
the intellectual property rights of others. As a result, the
Company may have to rely on, to a certain degree, licensed
technologies and patent licenses from others. To the extent
that the Company relies on licenses from others, there can
be no assurance that it will be able to obtain any or all of the
necessary licenses in the future on terms it considers reasonable
or at all. The lack of necessary licenses could expose the
Company to claims for damages and/or injunctions from third
parties, as well as claims for indemnification by its customers
in instances where it has contractually agreed to indemnify its
customers against damages resulting from infringement claims.
The Company has received, from time to time, communications
from third parties, including non-practicing entities
and semiconductor companies, asserting that TSMC’s
technologies, its manufacturing processes, or the design IPs
of the semiconductors made by TSMC or the use of those
semiconductors by its customers may infringe their patents
or other intellectual property rights. Because of the nature
of the industry, its market position, and the expansion of its
manufacturing operations outside of Taiwan, the Company
may receive an increased number of such communications
in the future. The assertions made and lawsuits initiated by
litigious, well-funded, non-practicing entities are particularly
aggressive in their monetary demand and in seeking
court-issued injunctions. Such lawsuits and assertions may
increase TSMC’s cost of doing business and may potentially
be extremely disruptive if these asserting entities succeed in
blocking the trade of products made and services offered
by TSMC. Also, with the expansion of its manufacturing
operations into certain non-R.O.C jurisdictions, it has faced
increased challenges in managing risks of intellectual property
misappropriation. Despite our efforts to adopt robust measures
to mitigate the risk of intellectual property misappropriation
in such new jurisdictions, we cannot guarantee that the
protection measures we adopted will be sufficient to prevent
us from potential infringements by others, or at all.
If the Company fails to obtain or maintain certain technologies
or intellectual property licenses or fails to prevent our
intellectual property from being misappropriated and, if
litigation relating to alleged intellectual property matters
occurs, it could: (1) prevent the Company from manufacturing
particular products or selling particular services or applying
particular technologies; and (2) reduce our ability to compete
effectively against entities benefiting from our misappropriated
intellectual property, which could reduce its opportunities to
generate revenue.
The Company has taken related measures to minimize potential
loss of shareholder value arising from intellectual property
claims and litigation filed against it. These measures include:
strategically obtaining licenses from certain semiconductor
and other technology companies as needed; timely securing
intellectual property rights originating within and outside
of TSMC for defensive and/or offensive protection of TSMC
technology and business; and aggressively defending against
baseless litigation.
Risks Associated with Litigious and Non-litigious Matters
As is the case with many companies in the semiconductor
industry, the Company has received from time to time
communications from third parties asserting that its
technologies, its manufacturing processes, or the design
of the semiconductors made by TSMC or the use of those
semiconductors by its customers may infringe upon their
patents or other intellectual property rights. These assertions
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have at times resulted in litigation by or against the Company
and settlement payments by the Company. Irrespective of the
validity of these claims, the Company could incur significant
costs in the defense thereof or could suffer adverse effects
on its operations. The Company is also subject to antitrust
compliance requirements and scrutiny by governmental
regulators in multiple jurisdictions. Any adverse results of such
proceeding or other similar proceedings that may arise in
those jurisdictions could harm TSMC’s business and distract its
management, and thereby have a material adverse effect on its
results of operations or prospects, and subject the Company to
potential significant legal liability.
In 2021 and as of the date of this Annual Report, TSMC is not
currently a party to any material legal proceedings.
Risks Associated with Mergers and Acquisitions
In 2021 and as of the date of this Annual Report, TSMC had
not conducted any merger or acquisition.
Risks Associated with Recruiting Quality Personnel
TSMC relies on the continued service and contribution of its
management team, skilled technical and professional personnel.
The Company’s business could suffer from the inability to fulfill
personnel needs with high quality professionals in a timely
fashion caused by the loss of personnel, illegal talent poaching,
immigration controls, or related changes in market demand
for its products and services. Since there is fierce competition
for talent recruitment, the Company cannot ensure timely
fulfillment of its personnel demand.
In order to reduce the risk of talent recruitment challenges,
TSMC encourages job rotation and employs an on-the-job
training and certification system. In this way, employees can
learn and enhance their work efficiency and effectiveness in the
actual workplace. Moreover, TSMC creates multiple recruitment
channels and continues to hire various top-notch, talented
professionals from Taiwan and overseas. At the same time, the
Company continues to expand industry-academic cooperation
to meet outstanding talented individuals at an early Phase in
order to recruit them in the future.
Future R&D Plans and Expected R&D Spending
For additional details, see “5.2.7 Future R&D Plans” on pages
95-96 of this Annual Report.
Changes in Corporate Reputation and Impact on
Company’s Crisis Management
TSMC has established an excellent reputation based on its core
values of integrity, commitment, innovation and customer
trust. The Company’s positive image also reflects outstanding
operations, rigorous corporate governance and dedication
to social responsibility by serving as a good corporate citizen.
TSMC continues to pursue innovation in the economic,
environmental and social dimensions.
In 2021, TSMC was honored with numerous awards for
achievements in operations, corporate governance, patents,
profit growth, investor relations, environmental protection,
corporate sustainability and other fields. These included: the
inaugural Terra Carta Seal Award launched by HRH The Prince
of Wales’ Sustainable Markets Initiative; the Taiwan Institute
for Sustainable Energy 2021 Taiwan Corporate Sustainability
Awards’ Most Prestigious Sustainability Award – Top Ten
Domestic Corporates, Best Sustainability Report Award, Cyclical
Economy Leadership Award, Supply Chain Leadership Award,
and Information Security Leadership Award; First Place in
CommonWealth Magazine’s Excellence in Corporate Social
Responsibility Award for Large-Cap companies; ranked top 5%
in the Taiwan Stock Exchange corporate governance evaluation;
member of Fortune Magazine’s 2021 World’s Most Admired
Companies and the 2021 Global 500; the R.O.C. Ministry of
Economic Affairs Industrial Development Bureau’s Energy
Conservation Benchmark Award; the R.O.C. Environmental
Protection Administration’s Enterprise Green Procurement
Award; membership in the Corporate Knights 100 Most
Sustainable Corporations for 2021; membership in the 2021
Carbon Clean 200 list by Corporate Knights and As You Sow;
and membership in the Time Magazine 100 Most Influential
Companies. In addition, TSMC was selected as a part of the
Dow Jones Sustainability Indices for the 21st consecutive year.
As TSMC strives to excel in corporate social responsibility,
the Company also encourages employees to make innovative
breakthroughs in how they think about things and do things,
as well as nurture their empathy and broaden their horizons.
In 2021, the ESG Steering Committee, led by Chairman Dr.
Mark Liu, held the second “TSMC ESG AWARD,” taking
tangible action to encourage all employees to propose ideas
for sustainability in the five ESG strategic directions, including
green manufacturing, building a responsible supply chain,
creating a diverse & inclusive workplace, talent development,
and caring for the disadvantaged. The award further motivates
TSMC colleagues to think innovatively about their work and
implement corporate social responsibility. Compared with 785
sustainability proposals in the first year, the second annual ESG
Award received 1,257 innovative ideas, adding new energy to
the Company’s culture of sustainability.
With its global reputation in mind, TSMC employs numerous
preventative measures to address potential risks from
earthquakes, fires, IT service disruption, yield loss, information
security, supply chain disruption, pandemics, environmental
events, and utility supply disruption. TSMC sets crisis response
and recovery measures according to possible crisis events and
maintains a “TSMC crisis command center control instruction“
as well as a “TSMC emergency response procedure“ to
establish its emergency response command structure. TSMC
also performs regular exercises for crisis scenarios to ensure
that crisis response procedures are comprehensive. In 2021,
TSMC received a rating of “low risk” from the Sustainalytics
ESG Risk Rating.
TSMC holds monthly meetings of the Environment, Safety and
Health Committee, which coordinates relevant departments
in each fab to conduct regular emergency response drills
and continuously improve their notification and operational
procedures to ensure clear channels of communication to
stakeholders in crisis management, with the public relations
department serving as the designated gateway for external
communications.
In the event of an emergency, all departments immediately
deploy emergency response measures to eliminate or minimize
impact on personnel safety, the surrounding environment,
company property and manufacturing operations. Responders
also alert the public relations department at the earliest
stages of response to ensure timely, clear and consistent
communication regarding the situation.
Risks Associated with Change in Management
In 2021 and as of the date of this Annual Report, there were
no such risks for TSMC.
6.3.4 Financial Risks
Economic Risks
Any future systemic political, economic or financial crisis or
market volatility, including but not limited to interest rate
and foreign exchange rate fluctuations, inflation or deflation
and changes in economic, fiscal and monetary policies in
major economies, could cause revenue or profits for the
semiconductor industry as a whole to decline dramatically,
and if the economic conditions or financial conditions of the
Company’s customers were to deteriorate, the demand for its
products and services may decrease and additional accounting
related allowances may be required, which could reduce our
operating income and net income.
● Interest Rate Fluctuation
TSMC is exposed to interest rate risks primarily in relation to its
investment portfolio and outstanding debt. Changes in interest
rates affect the interest earned on the Company’s cash and
cash equivalents and fixed income securities, the fair value of
those securities, as well as the interest paid on its debt.
The objective of TSMC’s investment policy is to achieve a
return that will allow the Company to preserve principal and
support liquidity requirements. The policy generally requires the
Company to invest in investment grade securities and limits the
amount of credit exposure to any one issuer. TSMC’s cash and
cash equivalents, as well as fixed income investments in both
fixed- and floating-rate securities, carry a degree of interest
rate risk. The majority of TSMC’s fixed income investments
are fixed-rate securities, which are classified as financial assets
at fair value through other comprehensive income, and may
have their fair value adversely affected due to a rise in interest
rates. At the same time, if interest rates fall, cash and cash
equivalents as well as floating-rate securities may generate less
interest income than expected.
TSMC has entered and may in the future enter into interest
rate derivatives to partially hedge interest rate risk on its fixed
income investments and anticipated debt issuance. However,
these hedges can offset only a limited portion of the financial
impact from movements in interest rates.
All of the Company’s short-term debt is floating-rate, hence
a rise in interest rates may result in higher interest expense
than expected. The majority of its long-term debt is fixed-rate
and measured at amortized cost and, as such, changes in
interest rates would not affect future cash flows or the carrying
amount.
Certain of TSMC’s fixed income investments are primarily based
on the London Interbank Offered Rate (LIBOR), which will be
replaced by alternative benchmark rates after June 30, 2023.
The transition from LIBOR to alternative benchmark rates might
result in a reduction in TSMC’s interest income.
● Foreign Exchange Volatility
Substantially all of TSMC’s sales are denominated in U.S. dollars
and over half of its capital expenditures are denominated in
currencies other than the NT dollar, primarily in U.S. dollars,
Euros and Japanese yen. As a result, any significant fluctuations
to its disadvantage in the exchange rate of the NT dollar
against such currencies, in particular a weakening of the U.S.
dollar against the NT dollar, would have an adverse impact on
the Company’s revenue and operating profit as expressed in NT
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dollars. For example, every one percent depreciation of the U.S.
dollar against the NT dollar would result in an approximately
0.4 percentage point decrease in the Company’s operating
margin based on its 2021 results.
Conversely, if the U.S. dollar appreciates significantly versus
other major currencies, the demand for the products and
services of TSMC’s customers and for its goods and services
will likely decrease, which will negatively affect the Company’s
revenue.
TSMC uses foreign currency derivative contracts, such as
currency forwards or currency swaps, to protect against
currency exchange rate risks associated with non-NT-dollar-
denominated assets and liabilities and certain forecasted
transactions. These hedges reduce, but do not entirely
eliminate, the effect of foreign currency exchange rate
movements on its assets and liabilities.
Fluctuations in the exchange rate between the U.S. dollar
and the NT dollar may affect the U.S. dollar value of the
Company’s common shares and the market price of the
Company’s American Depositary Shares (ADSs) as well as any
cash dividends paid in NT dollar on TSMC’s common shares
represented by ADSs.
● Inflation
If inflation continues running higher, the Federal Reserve would
take tightening monetary policy which could result in higher
interest rates, adversely affecting the fair value of TSMC's fixed
income investments and causing higher interest expenses of
future debt issuance. In order to control the interest rate risk,
TSMC closely monitors the market development and monetary
policy. TSMC has entered – and may in the future enter – into
interest rate derivatives to partially hedge the interest rate risk
on its fixed income investments and anticipated debt issuance.
● Amendments to Tax Regulations or Implementation of
New Tax Laws
Any amendments to existing tax regulations or the
implementation of any new tax laws in the jurisdictions in
which TSMC operates its business may have an adverse effect
on its net income.
While the Company is subject to tax laws and regulations
in various jurisdictions in which it operates or conducts
business, TSMC’s principal operations are in the R.O.C. and it
is exposed primarily to taxes levied by the R.O.C. government.
Any unfavorable changes of tax laws and regulations in this
jurisdiction could increase TSMC’s effective tax rate and have
an adverse effect on its operating results. Further changes in
the tax laws of foreign jurisdictions could arise as a result of
the base erosion and profit shifting (BEPS) project that was
undertaken by the Organisation for Economic Cooperation
and Development (OECD). These changes may increase tax
uncertainty and have an adverse effect on TSMC’s operating
results.
In order to control tax risk, the Company closely monitors
all domestic and foreign governmental policies and
regulations that might impact its financial operations. TSMC
has established risk management procedures to collect
information, analyze potential tax implications, and develop
countermeasures.
Risks Associated with External Financing
In times of market instability, sufficient external financing
may not be available to the Company on a timely basis, or on
commercially reasonable terms to the Company, or at all. If
sufficient external financing is not available when TSMC needs
such financing to meet its capital requirements, the Company
may be forced to curtail its expansion, modify plans or delay
the deployment of new or expanded services until it obtains
such financing.
Risks Associated with High-Risk/Highly Leveraged
Investments; Lending, Endorsements, and Guarantees
for Other Parties; and Financial Derivative Transactions
In 2021 and as of the date of this Annual Report, TSMC
made no high-risk or highly leveraged financial investments.
All financial derivative transactions engaged by TSMC were
strictly for hedging and not for trading or speculative purposes.
All guarantees and intercompany loans provided by TSMC
and TSMC’s subsidiaries were solely for TSMC and/or TSMC’s
wholly-owned subsidiaries. All guarantees and intercompany
loans were in compliance with relevant rules and regulations.
To manage risks of various financial transactions, TSMC has
established internal control policies and procedures based on
sound financial and business practices, all in compliance with
the relevant rules and regulations issued by the R.O.C. Financial
Supervisory Commission. TSMC’s policies and procedures
include “Procedures for Financial Derivatives Transactions,”
“Procedures for Lending Funds to Other Parties,” “Procedures
for Acquisition or Disposal of Assets,” and “Procedures for
Endorsement and Guarantee.”
Risks Associated with Impairment Charges
Under Taiwan-IFRSs, TSMC is required to evaluate its tangible
assets, right-of-use assets and intangible assets for impairment
whenever triggering events or changes in circumstances
indicate that the asset may be impaired. If certain criteria are
met, TSMC is required to record an impairment charge. TSMC
is not able to estimate the extent or timing of any impairment
charge for future years. Any impairment charge required may
have a material adverse effect on the Company’s net income.
TSMC’s operations. In response, TSMC implemented its
business continuity plans, including water conservation
measures, the use of more secured water sources, water
supplied by tank cars, stress tests and various exercises. As a
result, there was no material impact to TSMC’s business or
operational performance.
The determination of an impairment charge at any given
time is mainly based on the projected results of operations
over several years subsequent to that time. Consequently, an
impairment charge is more likely to occur during a period
when the Company’s operating results are otherwise already
depressed. See “Note 5. CRITICAL ACCOUNTING JUDGMENTS
AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY” in
Annual Report section (II), Financial Statements for a discussion
of how TSMC assesses if an impairment charge is required and,
if so, how the amount is determined.
6.3.5 Hazardous Risks
The frequency and severity of disruptive events, including
damaging earthquakes, other natural disasters and extreme
weather, have been increasing in part due to climate change or
systemic regional geological changes. TSMC has manufacturing
and other operations, and is expanding its production capacity,
in locations that may experience natural disasters, such as
flooding, earthquakes, tsunamis, typhoons, and droughts that
may cause interruptions or shortages in the supply of utilities,
such as water and electricity, which in turn could disrupt
operations. In addition, TSMC’s suppliers and customers also
have operations in such locations. For example, most of TSMC’s
production facilities, as well as those of many of its suppliers
and customers and upstream providers of complementary
semiconductor manufacturing services, are located in Taiwan
and Japan, areas susceptible to earthquakes, tsunamis,
flooding, typhoons, and droughts from time to time that may
cause shortages of electricity or water, or interruptions to
TSMC’s operations.
Thus, if one or more natural disasters result in a prolonged
disruption to TSMC’s operations or those of its customers or
suppliers, or if any of its fabs or vendor facilities were to be
damaged or cease operations as a result of an explosion or fire,
it could reduce the TSMC’s manufacturing capacity and cause
the loss of important customers and thereby have an adverse,
material impact on its operational and financial performance.
In 2021, Taiwan faced one of the worst droughts in decades.
To cope with such severe weather events, the government
placed restrictions on the supply and usage of water by
industrial companies such as TSMC, which could also disrupt
TSMC has occasionally suffered power outages or surges in
Taiwan caused by difficulties encountered by its electricity
supplier, the Taiwan Power Company, or other power
consumers on the same power grid. Some of these have
resulted in interruptions to our operations. Such shortages or
interruptions in electricity supply could further be exacerbated
by changes in the energy policy of the government, which
intends to make Taiwan a nuclear-free country by 2025. If the
TSMC is unable to secure reliable and uninterrupted supply of
electricity to power its manufacturing fabs within Taiwan, its
ability to fill customers’ orders would be severely jeopardized.
If such events were to occur over prolonged periods of
time, TSMC’s operations and financial performance may be
materially adversely affected.
TSMC’s future capacity expansions in the R.O.C. and elsewhere
could be curtailed by shortages in water and electricity.
The ongoing COVID-19 pandemic may materially adversely
affect TSMC’s business and results of operations in several
ways, including but not limited to: (1) interruption of the
operations of TSMC’s supply chains for equipment, parts and
materials in terms of manufacturing, logistics, and manpower
arrangements for tool installation; (2) significant fluctuation
in TSMC customers’ demands for certain products, leading to
uncertainties for TSMC’s capacity planning and also for meeting
customer demand, which may harm TSMC’s business with its
customers and subject TSMC to the risk of legal disputes; and
(3) potential production delays for TSMC’s products due to
forced factory or office closures or partial operation.
TSMC has formed an “Epidemic Prevention Committee” to
identify, implement and monitor actions stemming from
the dynamic exigencies of the pandemic, including but not
limited to, health management of TSMC’s employees, splitting
operation and work from home arrangements, identification
and control of high risk individuals, rapid investigation of
confirmed cases, management of production inventory, supply
chain management, and capacity management for demand
changes. In 2021 and as of the date of this Annual Report,
TSMC’s current business and results of operations have not
been materially affected by the pandemic. However, there is no
certainty that the measures TSMC has taken will be sufficient
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to mitigate further risks posed by the COVID-19 pandemic,
and TSMC’s ability to perform critical functions and to meet
customers’ needs could be materially adversely affected as a
result. In addition, there is also a risk that any post-pandemic
downward changes in consumers’ demand for electronic
products may, in turn, lead to reduced demand for and place
downward pressure on the price of our products and services.
TSMC maintains a comprehensive risk management system
dedicated to human safety, the conservation of natural
resources and the protection of property. In order to
cope effectively with emergencies and natural disasters,
management at each facility has developed comprehensive
plans and procedures that focus on risk prevention,
emergency response, crisis management and business
continuity. All TSMC manufacturing fabs have been ISO
14001 certified (environmental management) and ISO 45001
certified (occupational health and safety management). All
manufacturing fabs in Taiwan have also been TOSHMS (Taiwan
Occupational Safety and Health Management System) certified.
New fabs will also attain the above certifications within 18
months after acquiring factory registration certification.
TSMC has further strengthened its business continuity
management, which includes periodic risk assessment, risk
mitigation, and the establishment of emergency taskforces
when necessary, combined with the preparation of a thorough
analysis of an emergency, its impact, alternative actions, and
solutions for each possible scenario together with appropriate
precautionary and/or recovery measures. Each taskforce is
given the responsibility of ensuring TSMC’s ability to minimize
personal injury, business disruption and financial impact under
the circumstances. TSMC periodically reviews its business
continuity plans and revises them according to exercise results
and implementation.
In response to the impact of the earthquake that occurred in
Taiwan, TSMC continued to improve its earthquake emergency
response, tool anchorage and seismic isolation facilities, and
readiness for tool salvage and production recovery. These
improvements have also been integrated into new fab design.
TSMC’s business continuity procedures were further enhanced
through the compliance with ISO 22301.
TSMC and many of its suppliers use flammable and toxic
materials in their manufacturing processes and are therefore
subject to risks that cannot be completely eliminated arising
from explosion, fire, or environmental influences. Although
TSMC maintains multiple layers of risk prevention and
protection, as well as fire and casualty insurance, TSMC’s
risk management and insurance coverage may not always
be sufficient to cover all of its potential losses. If any of
TSMC’s fabs or vendor facilities were to be damaged or cease
operations as a result of an explosion, fire or environmental
causes, it could reduce the TSMC’s manufacturing capacity
leading to the loss of important sales and customers and have
a negative impact on TSMC’s financial performance. In addition
to periodic fire-protection inspections and firefighting drills,
TSMC has also carried out a corporate-wide fire risk mitigation
project focused on managerial and hardware improvements.
6.3.6 Risks Regarding Non-Compliance with Export
Control, Environmental and Climate Change
Related Laws, Regulations and Accords, and Failure
to Timely Obtain Requisite Approvals Necessary for
Conducting Business
Because TSMC engages in manufacturing activities in multiple
jurisdictions and conducts business with its customers
located worldwide, such activities are subject to a myriad of
governmental regulations. For example, the manufacturing,
assembling and testing of TSMC’s products require the
use of metals, chemicals, and materials that are subject
to environmental, climate-related, health and safety, and
humanitarian conflict-free sourcing laws, regulations and
guidelines issued worldwide.
The Company’s failure to comply with any such laws or
regulations, as amended from time to time, or its failure to
comply with any information or document sharing requests
from the relevant authorities in a timely manner could result in:
● significant penalties and legal liabilities, such as the denial
of import or export permits, or third-party private lawsuits,
criminal or administrative proceedings;
● the temporary or permanent suspension of production of the
affected products;
● the temporary or permanent inability to procure or use
certain production critical chemicals or materials;
● unfavorable alterations in TSMC’s manufacturing, fabrication
and assembly and test processes;
● challenges from its customers that place TSMC at a significant
competitive disadvantage, such as loss of actual or potential
sales contracts in case the Company is unable to satisfy the
applicable legal standard or customer requirement;
● restrictions on TSMC’s operations or sales;
● loss of tax benefits, including termination of current tax
incentives, disqualification of tax credit application and
repayment of the tax benefits that the Company are not
entitled to; and
● damages to TSMC’s goodwill and reputation.
Complying with applicable laws and regulations, such as
environmental and climate related laws and regulations, could
also require TSMC, among other things, to do the following:
(1) purchase, use or install remedial equipment; (2) implement
remedial programs such as climate change mitigation
programs; (3) modify its product designs and manufacturing
processes, or incur other significant expenses such as obtaining
renewable energy sources, renewable energy certificates or
carbon credits, substitute raw materials or chemicals that may
cost more or be less available for the Company’s operations.
TSMC’s inability to timely obtain approvals necessary for
the conduct of its business could impair its operational and
financial results. For example, if the Company is unable to
timely obtain environmental related approvals needed to
undertake the development and construction of a new fab
or expansion project, then such inability may delay, limit, or
increase the cost of its expansion plans that could also in turn
adversely affect its business and operational results. In light
of increased public interest in environmental issues, TSMC’s
operations and expansion plans may be adversely affected or
delayed responding to public concern and social environmental
pressures even if the Company complies with all applicable
laws and regulations.
TSMC believes that climate change should be regarded as a
significant corporate risk that must be managed to improve
competitiveness. For TSMC’s climate change related risks
and control measures, see the “Climate Change and Energy
Management“ section under “7.2.1 Environmental Protection“
on page 146-147 of this Annual Report.
6.3.7 Other Risks
Potential Impact and Risks Associated with Sales of
Significant Numbers of Shares by TSMC’s Directors, and/
or Shareholders Who Own 10% or More of TSMC’s Total
Outstanding Shares
The value of TSMC shareholders’ investment may be reduced
by possible future sales of TSMC shares owned by major
shareholders.
As of the date of this Annual Report, no single shareholder
owned 10% or more of TSMC’s total outstanding shares.
regions – such as the increase of tariffs on certain products, the
implementation of import and export controls, or the adoption
of other trade barriers – could affect TSMC sales or those of its
customers and thereby affect the Company’s operating results.
TSMC continues to monitor the recent shifts in trade policies
and measures among the relevant major economies and
will take appropriate actions in accordance with subsequent
developments.
In May 2020 and again in August 2020, the U.S. tightened its
export control measures against Huawei Technology Co. Ltd.
and its affiliates (collectively, “Huawei”), including an expanded
license requirement for providing Huawei with items subject
to the U.S. export control jurisdiction. To comply with relevant
laws and regulations, we have discontinued shipment of
products to Huawei since September 15, 2020. On the other
hand, measures adopted by an affected country to counteract
impacts of another country’s actions or regulations could
lead to significant legal liability to multinational corporations
including our own. For example, in January 2021, China
adopted a blocking statute that, among other matters, entitles
Chinese entities incurring damages from a multinational’s
compliance with foreign laws to seek civil remedies.
Additionally, in February 2022, several countries and regions
began to impose various measures, including sanctions and
export controls, against Russia, including certain individuals
and entities, as a result of the military conflict in Ukraine.
Imposition of trade barriers, including protectionist measures,
sanctions and import and export controls, could increase our
manufacturing costs, limit our access to certain supplies and
make our pricing less competitive.
In 2021 and as of the date of this annual report, our current
results of operations have not been materially affected.
Nevertheless, depending on future developments of global
trade tensions, such relevant regulations, rules, or measures
may have an adverse impact on our business and operations,
and we may incur significant legal liability and financial losses
as a result.
TSMC continues to monitor the recent shifts in trade policies
and measures among the relevant major economies and will
take corresponding responsive actions in accordance with
subsequent developments.
Risks of Trade Policies
As TSMC’s revenue is primarily derived from sales to customers
in major global markets (please refer to “2.2.4 TSMC Position,
Differentiation and Strategy” on page 14-16 of this annual
report), any changes in the trade policies of major economic
Other Material Risks
In 2021 and as of the date of this Annual Report, TSMC’s
management was not aware of any other risk that could
potentially have a material impact on the financial status of the
Company.
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7. Environmental, Social and Governance (ESG)
7.1 Overview
As a global leader in the semiconductor industry, TSMC is dedicated to environmental, social and governance (ESG) issues. The
Company collaborates with all stakeholders – employees, shareholders, customers, suppliers, government and society – to drive
positive change for society by pursuing three primary missions: acting with integrity, strengthening environmental protection, and
caring for the disadvantaged.
Guidance for the Implementation of ESG
In keeping with its vision of Uplifting Society, TSMC’s ESG policy is the overarching guiding principle for sustainable development.
The ESG Matrix, set by TSMC’s founder Dr. Morris Chang, clearly defines the scope of the Company’s ESG responsibility. The
horizontal axis shows the seven areas where TSMC strives to demonstrate its ESG commitment: morality, business ethics, economy,
rule of law, sustainability, work/life balance and happiness, and philanthropy. On the vertical axis are actions that TSMC has taken to
fulfill these commitments.
TSMC ESG Matrix
TSMC
Integrity
Law Compliance
Anti-Corruption
Anti-Bribery
Anti-Cronyism
Environmental Protection
Climate Control
Energy Conservation
Corporate Governance
Provide Well-Paying Jobs
Good Shareholder Return
Employees’ Work-Life Balance
Encourage Innovation
Good Work Environment
TSMC Charity Foundation
TSMC Education and Culture Foundation
Society
Morality
Business Ethics
Economy
Rule of Law
Sustainability
Work/Life
Balance
Happiness
Philanthropy
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
ESG Management
The ESG Steering Committee is committed to aligning TSMC closely with best practices in international sustainability. TSMC’s
Chairman leads the Steering committee, while the Chairperson of the ESG committee serves as Executive Secretary, and senior
executives from a wide variety of functions – all working together to set the short-, medium- and long-term ESG strategic directions
that link to the UN’s sustainable development goals (SDGs).
ESG Department coordinates quarterly meeting, on behalf of the ESG Committee that facilitates cross-divisional communication and
issue-based discussions among cross-organizational teams, where committee members jointly set the Company’s ESG strategies and
targets, identify key issues for the year, draft ESG-related budgets, coordinate resource deployment and carry out annual projects.
The committee pursues sustainability in the interest of all stakeholders and ensures the strategies are implemented effectively in daily
operations.
The Board of Directors supervises the Company’s sustainability management, strategies, and goals as well as performance
measurement. The ESG Committee Chairperson reports quarterly to the Board of Directors on the implementation of plans and
results. In 2021, TSMC focused primarily on climate change strategy (including net zero emission, carbon footprint, and supply
chain carbon emission management), human rights protection under the pandemic, maintaining a diverse and inclusive workplace,
making sustainability disclosures and performing sustainable culture advocacy (i.e., TSMC ESG awards). At the same time, to attract
and retain corporate executives and to link their compensation with shareholders’ interests and ESG achievements, the Board of
Directors approved 2021 Employee Restricted Stock Awards Rules and the issuance of 2021 employee restricted stock awards
(RSAs). The issuance of the RSAs was approved at the 2021 Annual Shareholders’ Meeting. The number of shares to be vested
by corporate executives will be subject to a modifier to increase or decrease up to 10% based on the Compensation Committee’s
evaluation of the Company’s ESG achievements.
Stakeholder Engagement
TSMC respects all stakeholders’ rights and interests in sustainability issues. The Company thus deploys multiple communication
venues for stakeholders to express ESG opinions and concerns including the “Contact Us” section of the corporate website, the
ESG website and the ESG mailbox, the Irregular Business Conduct Reporting System, as well as the Supply Chain Worker Grievance
Channel. Through identification, prioritization and validation, TSMC manages and addresses stakeholders’ concerns.
Stakeholders and Communication Channels in 2021
Stakeholders
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government
Society
Communication Channels
● Communications and working meetings throughout all levels and all units of the Company
● Corporate intranet, internal emails, and other announcement channels (such as promotion posters at facilities)
● Human resources team
● Employee training and classroom courses
● Regular and ad-hoc communication meetings, such as Manager Development Consulting Committee, Operations Engineer Training Committee, Manufacturing
Department Technical Committee, Proprietary Information Protection (PIP) Committee, etc.
● Employee suggestion channels, such as immediate response system, employee opinion box, Wellness Center, wellness website, employee PIP & IT Security mailbox and
hot line, etc.
● Ombudsman system
● Whistleblower procedures
● Employee Welfare Committee event questionnaire survey
● The biennial “Employee Opinion Survey on Company Core Values” and “Employee Engagement Survey”
● TSMC Human Rights Policy courses
● Annual “Ethics and Compliance” training course online regulatory compliance program that includes Insider Trading, Export Control & Antitrust (unfair competition)
● Annual general meeting of shareholders
● Quarterly earnings conference call
● Investor conferences
● Face-to-face meetings, video conference call and telephone conference call
● Emails
● Annual reports, Sustainability reports, 20-F filings to US SEC
● Material announcements to Taiwan Stock Exchange, and corporate press releases on the Company’s website
● Customer satisfaction survey
● Customer meetings
● Customer audits
● Business and technology assessment
● Email responses to the issues that customers are concerned
● Supplier meetings
● Supply Chain Security Association Meetings
● Environmental, Safety, and Health Training Program - Experience Sharing Workshops
● Supplier Ethics and Code of Conduct Promotion
● On-site consult and audit
● Supply Online 360 - Global responsible supply chain management platform
● Supplier self-assessment questionnaire (SAQ)
● Supplier ethics survey
● Supply Chain Worker Grievance Channel
● Official correspondence and visits
● Industry experience and advice sharing, and keynote speeches
● Meetings (such as communication meetings, public hearings, forums, seminars or social gatherings)
● Communication platforms of the industry associations and NGOs
● Arts events in the communities
● Sponsorship of youth development events
● Sponsorship of charity projects and emergency aid
● Sponsorship of non-profit organizations to support educational projects
● Professorship endowments and student scholarships at universities
● Project collaboration and visits
● Support of non-profit organizations and institutions via monetary and in-kind donation, as well as providing necessary manpower for a good cause
● Volunteer activities and services
● TSMC ESG website, newsletters, mailbox and Facebook page
● TSMC Education and Culture Foundation and TSMC Charity Foundation websites
● “Sending Love” charity platform
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Responsibilities of ESG Steering Committee and ESG Committee Members
Committee Members
Responsibilities
Legal
Corporate governance, code of conduct, legal compliance (including fair competition, privacy and personal information, and
protection for whistle-blowers), intellectual property, protection of confidential information
Customer Service
Customers’ service and satisfaction, customer trust, customer confidentiality, Responsible Business Alliance and its code of
conduct
Information Technology and Materials &
Risk Management
Information security, materials and supply chain risk management, supplier management, conflict minerals, Responsible Business
Alliance and its code of conduct; risk management, crisis management, emergency response and action plan
Quality and Reliability
Product quality and reliability, product recall mechanism
Research and Development
Innovation management, green products
Stakeholders
Employees
Government/Industry
Associations
Society (Note)
Customers
Government/Industry
Associations
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government/Industry
Associations
Society
Customers
Suppliers/Contractors
Employees
Customers
Government/Industry
Associations
Suppliers/Contractors
Business Development
Shaping an energy-efficient technology roadmap; building alliance with customers to foster smarter and greener product
innovations; establishing & promoting TSMC as a responsible technology thought leader, and sharing its experiences and
achievements
Employees
Customers
Society
Finance
Financial disclosure, dividend policy, tax strategy
Investor Relations
Resolving issues of stakeholder concern, establishing trusting long-term relationships, effective two-way communication, annual
report production
Operations
Operational eco-efficiency, pollution prevention, water resource risk management, green manufacturing
Environment, Safety and Health
TSMC Environmental Policy and management system, climate change mitigation and adaption, pollution prevention, energy
consumption efficiency, carbon emissions and carbon rights management, product environmental responsibility, response
mechanism for environmental issues, environmental spending, green supply chain, policy and management systems for
occupational health and safety, workplace health and safety, occupational disease prevention and health promotion,
communication of ESH regulations
Human Resources
Diversity and inclusion, talent attraction and retention, talent development, human rights
TSMC Education and Culture Foundation
Cultivate young generation, educational collaboration, promote arts and culture
TSMC Charity Foundation
Philanthropy, community relations
Public Relations
Stakeholder engagement, mechanism for reflecting issues of social concern, media relations
Note: Society includes community, non-governmental organizations, non-profit organizations and the public.
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government/Industry
Associations
Shareholders/Investors
Customers
Shareholders/Investors
Suppliers/Contractors
Employees
Shareholders/Investors
Customers
Suppliers/Contractors
Government/Industry
Associations
Society
Employees
Government/Industry
Associations
Society
Society
Society
Society
TSMC has issued an annual non-financial report for the 23rd consecutive year. The TSMC Sustainability Report (formerly the
Corporate Social Responsibility Report) discloses ESG material issues identified following the Global Reporting Initiative (GRI)
standards and aligned with stakeholders’ feedback. Integrating Enterprise Risk Management (ERM) with ESG management, TSMC
demonstrates how the Company implements risk mitigation measures, addresses international & industry trends, and operates
sustainably at TSMC Taiwan Facilities (headquarters, wafer fabs, back-end packaging fabs, and testing fabs located in Taiwan),
TSMC China, TSMC Nanjing, WaferTech in the United States, VisEra and other subsidiaries. In addition to GRI, the report also adopts
the Task Force on Climate-related Financial Disclosures (TCFD Recommendations) framework, Sustainability Accounting Standards
Board (SASB) reporting standards, AA 1000 Accountability Principle and is assured by DNV GL Business Assurance Co. Ltd. in
accordance with DNV VeriSustainTM protocol and GRI standards.
The Company will continue to operate responsibly and with integrity regardless of future challenges. TSMC has adopted nine UN
Sustainable Development Goals (SDGs), set 2030 long-term goals, and implemented approaches accordingly. Anchored in the
concept of Global Partnerships, SDG 17, TSMC collaborates with stakeholders as well as business partners of the value chain to
create sustainable value for its stakeholders and is the only semiconductor company chosen for the Dow Jones Sustainability World
Indices for the past 21 consecutive years.
2021 ESG Awards and Ratings
Category
Overall ESG
Organization
Awards and Ratings
Dow Jones Sustainability Indices (DJSI)
● Dow Jones Sustainability World Index for the 21st consecutive year
● Dow Jones Sustainability Emerging Markets Index
MSCI ESG Indexes
Sustainalytics
ISS ESG
Terra Carta Seal
FTSE4Good Index
● MSCI ACWI ESG Leaders Index component
● MSCI ESG Research – AAA Ratings
● MSCI ACWI SRI Index component
● MSCI ACWI Islamic Index component
● MSCI Emerging Markets ESG Leaders Index
● Company ESG Risk Ratings: Low ESG Risk – Semiconductor Industry
● “Prime” Rated by ISS ESG Corporate Rating
● The Sustainable Markets Initiative
● FTSE4Good Emerging Index component
● FTSE4Good All-World Index component
● FTSE4Good TIP Taiwan ESG Index component
Corporate Knights
● Global 100 Most Sustainable Corporations
World Benchmarking Alliance (WBA)
● SDG 2000 – The 2,000 Most Influential Companies
RobecoSAM (S&P Global)
● The Sustainability Yearbook Award 2021 – Silver Class
CommonWealth Magazine
● Excellence in Corporate Social Responsibility Award – Large cap –1st Place
Taiwan Institute of Sustainable Energy
● The Most Prestigious Sustainability Awards – Top Ten Domestic Corporates for the 6th consecutive year
● Sustainability Action Awards – Gold Award
● Best Sustainability Report Award
● English Report – Gold Award
● Cyclical Economy Leadership Award
● Information Security Leadership Award
● Supply Chain Leadership Awards
(Continued)
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Category
Organization
Awards and Ratings
Economy, Governance
TIME Magazine
● TIME100 Most Influential Companies
Institutional Investor Magazine
● Most Honored Company (Technology/Semiconductors) – All-Asia
● Best Overall ESG (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
● Best CEO (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
● Best CFO (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
● Best Investor Relations Program (Technology/Semiconductors) – 1st Place (buy-side and sell-side)- All-Asia
● Best Investor Relations Professional (Technology/Semiconductors) - 1st Place (buy-side and sell-side) – All-Asia
● Best Investor Relations Team (Technology/Semiconductors) – 1st Place (buy-side and sell-side) – All-Asia
IFI Claims
Forbes
● 2021 Top 50 US Patent Assignees
● The World’s Top 10 Largest Technology Companies in 2021
● Global 2000
PricewaterhouseCoopers (PwC)
● FutureBrand Index component
FORTUNE
Brand Finance
FinanceAsia
Asiamoney
Business Today
Taiwan Stock Exchange
PricewaterhouseCoopers
● 2021 World’s Most Admired Companies
● Fortune Global 500
● Tech 100 2021
● Best Managed Listed Company
● 2021 Asia’s Outstanding Companies – Semiconductors & Semiconductor Equipment Sector for the 4th consecutive
year
● Top 1,000 Enterprises in Taiwan, Hong Kong and Mainland China
● Top 5% in Corporate Governance Evaluation of Listed Companies for the 7th consecutive year
● Global Top 100 Companies by market capitalization for the 9th consecutive year
R.O.C. Ministry of Economic Affairs Intellectual
Property Office
● Ranked No.1 in Taiwan patent applications for the 6th consecutive year
● Ranked No.1 in Taiwan patent grants for the 2nd consecutive year
R.O.C. Ministry of Economic Affairs Industrial
Bureau
● Taiwan Intellectual Property Management System (TIPS) AAA certification (The first and only company to receive the
highest certification)
Germany Federal Office for Information Security
● Common Criteria, ISO/IEC 15408 – EAL6 Site Certification – Fab 12B, Fab 14A, Fab14B, Fab 15B
British Standards Institution
● ISO/IEC 27001 Information Security Management Certification
Corporate Synergy Development Center
● Taiwan Continuous Improvement Award – Gold Tower Award – Fab 3, Fab 8, Fab 14A, Corporate Information
Technology
● Taiwan Continuous Improvement Award – Silver Tower Award – Fab 8, Fab 15A, Fab 15B
● Taiwan Continuous Improvement Award – Best Improvement Innovation Award – Fab 14A
Environment, Safety and Health
Corporate Knights & As You Sow
● 2021 Carbon Clean 200TM List
Carbon Disclosure Project (CDP)
● 2021 CDP Supplier Engagement Leaderboard
● Water Security A Ratings
● Climate Change B Ratings
Alliance for Water Stewardship(AWS)
● “Platinum” class certification – Fab 5, Fab 12A, Fab 12B, Advanced Backend Fab 3
U.S. Green Building Council Leadership in Energy
and Environmental Design (LEED) certification
● “Gold” class certification – Fab 18 P2, P3 Manufacturing Facility, Fab 18 P1 Office
UL 2799
● Zero Waste to Landfill “Platinum” class certification – Fab 12
R.O.C. Industrial Development Bureau, Ministry of
Economic Affairs
Environmental Protection Administration, Executive
Yuan, R.O.C.
● Excellence in Voluntary Carbon Offsets Award – Fab 14A, Fab 15A
● National Enterprise Environmental Protection Award
Society
Cheers
Forbes
● Ranked No.1 in Most Admired Companies to Young Generations for the 5th consecutive year
● 2021 World’s Best Employers
R.O.C. Ministry of Culture
● The 15th Arts and Business Awards – Special Award – The Long-term Patron Award
R.O.C. Ministry of Education
● Social Education Contributions Awards – Group Award
7.2 Environmental, Safety and Health (ESH)
Management
TSMC believes its environmental, safety and health practices
must not only meet legal requirements but should also align
with internationally recognized best practices. The Company’s
ESH policies aim to achieve “zero incident” and “environmental
sustainability” and to make TSMC a world-class organization in
environmental, safety and health management. The Company’s
strategies for attaining these goals are to comply with
regulations, promote safety and health, strengthen recycling
and pollution prevention, manage ESH risks, instill an ESH
culture, establish a green supply chain, and fulfill its related
corporate social responsibilities.
All TSMC and its subsidiaries’ manufacturing facilities have
received ISO 14001: 2015 certification for environmental
management systems and ISO 45001: 2018 certification
for occupational safety and health management systems.
All fabs in Taiwan have been certified by TOSHMS (Taiwan
Occupational Safety and Health Management System). All
the above certifications are maintained valid. New facilities
are required to receive aforementioned certifications within
18 months after receiving facility license per TSMC’s internal
policy.
TSMC strives for continuous improvement and actively seeks
to enhance climate-change management, pollution prevention
and control, power and resource conservation, waste reduction
and recycling, safety and health management, and fire and
explosion prevention as well as to minimize the impact of
earthquake damage, so as to reduce overall environmental,
safety and health risks.
In order to meet regulatory and customer requirements for the
management of hazardous materials, TSMC has adopted the
IECQ QC 080000 Hazardous Substance Process Management
(HSPM) System. All TSMC Fabs have been QC 080000 certified
and maintained valid since 2007. Through the establishment
of QC 080000, TSMC ensures that its products comply with
international regulatory and customer requirements, including
the European Union’s “Restriction of Hazardous Substances
(RoHS) Directive,” the EU’s “Registration, Evaluation,
Authorization and Restriction of Chemicals (REACH),” the
“Montreal Protocol on Substances that Deplete the Ozone
Layer,” the “halogen-free in electronic products” initiative,
perfluorooctane sulfonates (PFOS), perfluorooctanoic acid
(PFOA) and related substances restriction standards. In
addition, TSMC started a project for reducing usage of
hazardous substance N-methylpyrrolidinone (NMP) in 2016.
NMP usage in process has been reduced 75% by 2021
comparing to 2016, and the project will continue promoting
for further reduction.
Since 2011, TSMC has adopted the ISO 50001 Energy
Management System for continuous improvement in energy
conservation. As of 2021, all TSMC and its subsidiaries’
manufacturing facilities had received ISO 50001 Energy
Management System certification and maintained valid except
for the WaferTech subsidiary in the U.S. WaferTech was
originally scheduled to receive the certification in 2021 but
certification was postponed to 2022 due to the impact of the
COVID-19 pandemic.
Aiming to establish the healthiest possible workplace, in
2017 TSMC formed a corporate-level health promotion
committee led by managers at the vice president level, which
will hold irregular meetings per occupational disease cases or
certain needs. The committee members include site directors,
managers of safety and health department, and representatives
from wellness, HR and legal affairs divisions. External experts
have also been invited to discuss the potential risks of
occupational diseases in the semiconductor manufacturing
process and prevention plans for such diseases. To mitigate
health risks to employees, suppliers and contractors in the
workplace, TSMC has adopted rigorous safety and health
control measures focused on preventing occupational injuries
and diseases and promoting employee safety, physical and
mental health.
To minimize the supply chain risk and fulfill corporate social
responsibility, TSMC not only follows ESH best practices
internally but also strives to improve the ESH performance of its
suppliers and contractors through audits and counselling.
TSMC uses priority work management and self-management
to govern services provided by contractors. The Company
requires contractors performing level-one high-risk operations
to complete certification for technicians and to establish
their own ISO 45001 safety and health management system.
The emphasis on self-management nurtures the sense of
responsibility, with the goal of promoting safety awareness and
technical improvement for all contractors in the industry. For
onsite contractor personnel, TSMC has standardized courses
on safety and health and increased the frequency of such
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courses to improve training effectiveness and safety awareness. To ensure the Company’s safety protocols are accurately delivered to
contractors on a timely basis, TSMC has established a digital platform for mutual communication so that onsite operational risks can
be mitigated.
TSMC collaborates with suppliers to manage the sustainability of the supply chain, including formulating supplier sustainability
standards, drawing up audit plans, performing audits and tracking improvements, coaching and training, and re-coaching for
suppliers with poor performance. Coaching and training are key focuses in 2021, including the establishment of a fire protection
designated personnel system (113 suppliers have established) and fire protection practice training (48 participants from 48
suppliers), inviting suppliers to participate as observers for TSMC’s annual emergency response drills for six consecutive years (131
participants from 131 suppliers for the cumulative number), environmental, safety and health sustainability forum and good cases
sharing (298 participants from 201 suppliers), etc., to improve the performances of environmental protection, safety, health and fire
protection. TSMC conducts environmental, safety and health audits to suppliers’ manufacturing sites, and actively assists suppliers
to improve their environmental, safety and health performances. In addition, the Company requests that suppliers conduct carbon
emissions inventory and encourages them to implement measures to save energy, reduce carbon emissions, conserve water and
reduce waste.
7.2.1 Environmental Protection
Climate Change and Energy Management
● Task Force on Climate-related Financial Disclosures (TCFD)
Given that climate change could potentially affect operations and pose financial risk, in 2018 TSMC adopted recommendations
of the Task Force on Climate-related Financial Disclosures (TCFD) released by the Financial Stability Board (FSB) to identify risks and
opportunities and further establish metrics and target management based on the results identified.
Management Structure of TSMC Climate-related Risks and Opportunities
Category
Governance
Management Strategy and Actions
Board of Directors periodically reviews climate change related risks and opportunities
● ESG Steering Committee led by the Chairman is the Company’s top organization dealing with climate change management. The Chairperson of ESG Committee serves as the
Executive Secretary. The ESG Steering Committee reviews TSMC’s climate change strategies and goals every quarter and reports to the Board of Directors.
● The Energy and Carbon Reduction Committee led by the Vice President of Fab Operations is the organization that deals with action implementation of climate change risks and
opportunities TSMC. This committee develops management plans, reviews the execution status and discusses future plans on a quarterly basis.
Strategy
Identify short-, medium- and long-term climate risks and opportunities through cross-departmental discussion
Assess the potential operational and financial impact of significant climate risks and opportunities to the Company
Conduct situational analysis, evaluate SBT (Science Based Targets) and net-zero emissions
Risk Management
Use the TCFD framework to establish TSMC’s climate risk identification process
Follow the risk identification and ranking on climate change to develop relevant responding projects
Integrate climate risk identification and assessment into the Enterprise Risk Management (ERM) process
Metrics and Targets
Set management metrics related to climate change
Examine the impact on Company operations and assess the risks and mitigation strategies for scope 1, 2 and 3 through annual inventory of ISO 14064-1 and disclosure of
greenhouse gas emissions
Develop climate change management objectives and review achievement progress and actual performance
Financial Impact Analysis of Climate Risks and Opportunities
Climate Risks
Potential Financial Impact
Climate Opportunities
Potential Financial Impact
2021 Actions
GHG Emissions Cap and
Carbon Tax/Carbon Fee
Restriction on capacity expansion,
increase in operation costs
● Participation in renewable energy plans
● Participation in carbon trading market
Trend of Net Zero Emission
● Increased cost of installation and
operation of carbon reduction
equipment
● Increased cost of purchasing
carbon offset products
Win public recognition and carbon
emissions offset cooperation
Develop low-carbon product services to
improve product energy efficiency
Early purchases of renewable
energy, successfully increasing
production capacity
Accumulate carbon credits in
preparation for future carbon
emissions offset
Satisfy customers’ needs for
energy-saving products and
increase revenue
● TSMC’s power purchasing agreements for
renewable energy totaled 1.6 GW (Gigawatts)
● Purchased 1,660 GWh in renewable energy,
renewable energy certificates (REC), and carbon
credit to offset 100% of the electricity carbon
emissions of overseas subsidiaries and offices
● Passed the application for fluorinated-GHG and
nitrous oxide reduction offset project reward
● TSMC global offices used carbon credits to
achieve net zero emissions
Developed energy saving products for the 5nm
and more advanced manufacturing process
Commitment of EIA
(Environmental Impact
Assessment)
The development of advanced
technologies potentially hampered
by inability to obtain renewable
energy and reclaim water
Uncertainty of
Development of New
Energy Saving Technology
Rising electricity consumption in
advanced technology production
lines increases production costs
Impact on the Company’s
Reputation
Inability to satisfy the expectations
of stakeholders, negatively
impacting the Company’s
reputation
Use reclaimed water
Smooth construction of advanced
production lines
Continued the construction of TSMC reclaimed
water plant in Southern Taiwan Science Park
Construct green buildings
Lower utility costs
Received three green building certifications
Improve the Company’s reputation
Upgrade TSMC performance in
stakeholders’ sustainability ranking
Flood
Drought
Increasing Insurance
Premiums for Natural
Disasters
Rising Temperatures
Production negatively affected,
causing financial losses and a
decrease in revenue
Increase in operating costs
Increase resilience and ability to cope with
natural disasters
Strengthen climate resilience,
lower risk of operations disruption,
and reduce potential losses
Increase in electricity consumption,
cost, and carbon emissions
Strive for low-carbon, green manufacturing
Save energy and cut costs
● Leads the industry as the only semiconductor
company chosen for the Dow Jones Sustainability
Indices (DJSI) for the 21st consecutive years
● TSMC ranked as one of CDP (carbon disclosure
program) Water Security Leaders A class
● Raised the building base of Fab 18 Phase 4 and
Phase 5 two meters higher
● Fab 18 Phase 4 and Phase 5 are committed to
using and developing reclaimed water
● Established a comprehensive water monitoring
system
Conserved 700 GWh of electricity through energy-
saving projects
Greenhouse Gas (GHG) Emission Reduction and Energy Management
Facing the threats presented by extreme weather, TSMC sets strategies and targets, ensure sound execution and build a sustainable
culture. In 2021, TSMC declared the long-term goal of Net Zero Emissions by 2050, while setting the short-term goal of zero
growth in emissions by 2025. By actively implementing emission reduction measures, the Company is working to return its carbon
emissions to the 2020 level by 2030. TSMC commits to becoming a global leader in green manufacturing.
TSMC actively participates in the initiatives of the World Semiconductor Council (WSC), and has incorporated its past experience
to develop PFC (perfluorinated compounds) emissions reduction best practices, and fully adopted and implemented since 2012. In
2013, in accordance with the “EPA Early Actions for Carbon Credit of Greenhouse Gases Reduction” regulation, TSMC applied for
the recognition of greenhouse gas reduction from 2005 to 2011, and received 5.28 million tons of carbon dioxide credits in 2015.
Those carbon credits can be used to offset greenhouse gas emissions of new manufacturing facilities regulated by Environmental
Impact Assessment (EIA) Act, which can support the Company’s sustainable operations and mitigate climate-change risk.
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Since 2005, TSMC has completed the GHG (Greenhouse Gas)
inventory program and taken a complete inventory of its GHG
emissions to gain ISO 14064 certification. The inventory shows
that the major direct GHG emissions are PFCs, which are widely
used in the semiconductor manufacturing process. The primary
indirect GHG emission is electricity consumption. The analysis
of the inventory data is not only to meet domestic regulatory
reporting requirements but also to serve as a baseline reference
for the Company’s strategy to reduce GHG emissions.
Since 2005, TSMC has also participated the international
organization Carbon Disclosure Program (CDP) to publicly
disclose climate change related information for 17 consecutive
years and to continuously review and improve management
practices through it.
In response to the commitment of global climate summit
“Paris Agreement” and the Republic of China’s “Greenhouse
Gas Reduction and Management Act” promulgated in 2015,
TSMC initiated a cross-functional platform for corporate
carbon management in 2016. The three areas of focus of this
platform are legal compliance, carbon emission reduction, and
carbon credit acquisition. In addition to participating in official
regulatory consultation and communications meetings, TSMC
also sets short-, medium- and long-term reduction targets
through the energy and carbon reduction committee led by
the Fab Operations vice president. The measures are carried
out by energy and carbon reduction teams of individual fabs.
Because more than 75% of TSMC’s GHG emissions come from
electricity consumption, the Company always emphasizes
energy conservation and carbon reduction initiatives. TSMC
has not only implemented energy-conserving designs in its
manufacturing fabs and offices but has also continuously
improved the energy efficiency of its facilities during operation.
These efforts simultaneously reduce both carbon dioxide gas
emissions and costs. As a result, TSMC has conserved 2.4
billion kilowatt hours (kWh) of power since 2016.
From 2015 to 2017, TSMC voluntarily participated in the
R.O.C. Ministry of Economic Affairs’ green power purchasing
program for three consecutive years and became the largest
buyer in Taiwan, purchasing 400 million kilowatt hours
(kWh) of green power. Although the Taiwan Power Company
stopped selling green power in 2018, TSMC still aggressively
negotiates the purchase of renewable energy with renewable
energy suppliers in Taiwan. Targeting a long-term commitment
of 100% renewable energy for the Company, TSMC has
committed to achieving a target of 40% renewable energy by
2030. Since 2018, the overseas manufacturing fabs and offices
have purchased renewable energy, REC and carbon credits to
offset all carbon emissions caused by power consumption. All
TSMC overseas sites achieved zero carbon emission of electricity
consumption in 2021 again. TSMC also used carbon credits to
offset carbon emissions of natural gas consumption in kitchens,
achieving the milestone of net zero emissions for TSMC
global offices. Although development of renewable energy in
Taiwan is in an early stage, TSMC has established a renewable
energy task force and continues to communicate closely
with government through the Association of Science Park
Industries and Taiwan Semiconductor Industry Association.
The Company has made recommendations to the government
in the hope that the collaboration would speed up renewable
energy development in Taiwan. The recommendations
include expanding the development of offshore wind power
and increasing the supply of the renewable energy trading
platform. TSMC continues to find renewable energy. By the
end of 2021, the total installation capacity of renewable energy
contracted reached 1.6 GW (Gigawatts). The renewable energy
will be provided to TSMC gradually after the related business
process has been completed. This is a clear manifestation
of the Company’s active support of the UN Sustainable
Development Goals (SDGs).
In 2020 TSMC became the first semiconductor company to
join RE100 (the global corporate renewable energy initiative)
and pledged that power consumption of all the Company’s
manufacturing plants and offices will be 100% supplied from
renewable energy by 2050.
TSMC GHG Emissions in Recent Two Years
Unit: Metric ton CO2 equivalent
Year
2021
2020
Scope 1
2,591,231
2,450,354
Scope 2
8,045,102
7,459,856
Note 1: GHG includes CO2, CH4, N2O, HCFCs, PFCs, SF6, NF3
Note 2: Scope 1: Direct emissions, e.g., direct emission sources owned or controlled by the
Company
Scope 2: Indirect emissions from energy, e.g., indirect GHG emissions caused by the
externally purchased electricity, heat or steam
Note 3: The data in the table are preliminary results calculated by TSMC and have not yet been
verified by a third party.
TSMC GHG Reduction Target and Achievement Status
Strategy
2030 Goal
2021 Target and
Achievement
Achievement
Status
Continue to use
best available
technology to
reduce emissions of
GHG and become
an industry leader
in low-carbon
manufacturing
Reduce GHG emissions
per unit product
(metric ton of carbon
dioxide equivalent
(MTCO2e)/12-inch
equivalent wafer mask
layer) by 40% (Base
year: 2010)
Reduced GHG emissions
per unit product
(metric ton of carbon
dioxide equivalent
(MTCO2e)/12-inch
equivalent wafer mask
layer) by 23% (Target:
20%)
Achieved
Air and Water Pollution Control
The Company has installed effective air and water pollution
control equipment in each wafer fab to meet regulatory
emissions standards. In addition, TSMC maintains backup
pollution control systems, including emergency power
supplies, to lower the risk of pollutant emissions in the event
of equipment failure. The Company centrally monitors the
operations of its air and water pollution control equipment
monitored by 24 hours a day rotating staff and treats system
effectiveness as an important tracking item to ensure the
quality of emitted air and discharged water.
To make the most effective use of Taiwan’s limited water
resources, all TSMC fabs strive to increase water reclamation
rates by adjusting the water usage of manufacturing
equipment and improving wastewater reclamation systems. By
2021, TSMC’s unit product water consumption had decreased
by 15% from 2010 levels. The long-term target is a 30%
decrease by 2030. All fabs meet or exceed the process water
reclamation rate standard of the Science Park Administration.
Some fabs are able to reclaim more than 90% of process
water, outperforming most semiconductor fabs around
the world. The Company also makes every effort to reduce
non-manufacturing-related water consumption, including
water used in air conditioning systems, sanitary facilities, wall
cleaning and landscaping activities and in kitchens. TSMC uses
an intranet website to collect and measure water recycling
volumes company-wide.
Since water resources are inherently local, TSMC shares
its water saving experience and expertise with other
semiconductor companies through the Association of
Science-Based Industrial Park to promote water conservation
in order to achieve the Science Park’s goals and ensure a
long-term balance of supply and demand. In addition, TSMC
has committed to using partially reclaimed water in newly
constructed fabs in the future in order to further reuse water
resources and support government policy and promotion for
reclaimed water.
To further enhance water resources management, TSMC has
adopted and followed the AWS Standard, the world’s only
sustainable water management standard. Early in 2019, Fab
6 and Fab 14 Phase 5/6/7 began serving as demonstration
factories and received AWS certification, making TSMC the
first semiconductor enterprise in the world to receive AWS
platinum level certification. In 2020, Fab 15A and Fab 15B,
located in Central Taiwan Science Park, passed a third-party
verification audit and obtained AWS platinum level certification
simultaneously. In December 2021, Fab 12A, Fab 12B, Fab
5, located in Hsinchu Science Park, and Longtan Science Park
Advanced Backend Fab 3 passed a third-party verification audit
and will obtain AWS platinum level certification in early 2022.
TSMC Water Usage in Recent Two Years
Year
2021
2020
Total Water Usage (m3)
Unit Product Water Usage
(L/12-inch wafer-e-layer)
82,674,982
77,257,163
119.7
128.4
Note 1: Including TSMC fabs in Taiwan and Subsidiaries.
Note 2: The data in the table are preliminary results collected by TSMC and have not yet been
verified by a third party.
TSMC Water Usage Reduction Target and Achievement
Status
Strategy
2030 Goal
Enforce climate
change mitigation
policies, implement
water conservation
and water shortage
adaptation
measures
Reduce unit water
consumption (liter/12-
inch equivalent wafer
mask layer) by 30%
(Base year: 2010)
2021 Target and
Achievement
Achievement
Status
Reduced unit water
consumption by 15%
(Target: 9%)
Achieved
Waste Management and Recycling
TSMC has expanded its facilities rapidly in recent years both at
home in Taiwan and overseas. In 2021 the Company’s total
outsourced general waste was 335,080 tons; its hazardous
waste was 339,623 tons; and its unit waste disposal was 0.99
kg/12-inch equivalent wafer mask layers. This compared to
277,340 tons of outside general waste, and 298,400 tons of
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hazardous waste, and unit waste disposal of 1.01 kg/12-inch
equivalent wafer mask layers in 2020, respectively.
To achieve the goal of sustainable resource utilization, TSMC
has a designated unit responsible for waste recycling and
disposal. The priorities are process waste reduction, onsite
and offsite recycling and regeneration, with the last options
being incineration and landfill. In 2017, TSMC amended
its articles of incorporation to add four business items for
chemical materials to ensure waste flow and reduce risks of
improper waste disposal by commissioned agencies. It also
set up onsite resource activation facilities to convert waste
resources produced by processing activities into products to
be used onsite or to sell to other factories. In 2021, TSMC
recycled waste copper sulfate, cobalt-containing liquid, waste
sulfuric acid and waste ammonium sulfate, all of which were
regenerated into products. The Company also developed
the system of cryolite synthesis whereby waste HF (hydrogen
fluoride) is recycled and regenerated into raw material for
other industries. As a result, it has become a leader in waste
resources regeneration. At the same time, TSMC’s fabs in
Taiwan achieved a 95% waste recycling rate for the seventh
consecutive year, with a landfill rate below 1% for the twelfth
consecutive year, and Fab 12 won the platinum UL 2799
certification, the highest grade for zero landfill.
TSMC Waste Quantity and Outsourced Unit Waste
Disposal in Recent Two Years
Year
2021
2020
Outsourced
General Waste
(ton) (Note 1)
Outsourced
Hazardous Waste
(ton) (Note 1)
Outsourced Unit
Waste Disposal
(Note 2)
(kg/12-inch
equivalent wafer
mask layer)
335,080
277,340
339,623
298,400
0.99
1.01
Note 1: The total quantity of outsourced waste includes Taiwan facilities and subsidiaries.
Note 2: The data is Outsourced Unit Waste Disposal of Taiwan facilities.
Note 3: The data in the table are preliminary results collected by TSMC and have not yet been
verified by a third party.
TSMC Waste Reduction Target and Achievement Status
Strategy
2030 Goal
2021 Target and
Achievement
Achievement
Status
Promote waste
reduction by source
separation and
require vendors to
provide low chemical
consumption
equipment
Outsourced unit waste
disposal per wafer
≦0.50 (kg/12-inch
equivalent wafer mask
layer)
Outsourced unit waste
disposal per wafer 0.99
(kg/12-inch equivalent
wafer mask layer)
(Target: ≦1.15%)
Exceeded
In order to ensure that all waste is treated and recycled
properly, TSMC closely tracks the waste that is implemented
in the process of recycling and reuse by clean and disposal
vendors. The Company carefully selects waste disposal and
recycling vendors that have certificates and permits, regularly
checks the onsite operational status, disposal declaration
forms, operational records, etc., compares with actual reuse
and disposal, and takes proactive steps to strengthen vendor
auditing. For example, all waste transportation contractors
have agreed to join the GPS Satellite Fleet so that the cleanup
transportation routes and abnormal stays for all trucks can be
traced. All waste recycling and disposal vendors have installed
closed-circuit TV systems at operating sites to monitor and
audit waste handling. In addition, TSMC also conducts an
ongoing survey of recycled product tracking and requires all
recycling contractors to report their recycled product sales
monthly to track waste flow and ensure that actions are taken
to adhere to lawful and proper waste recycling and treatment.
Environmental Accounting
The purpose of TSMC’s environmental accounting system
is to identify and quantify environmental costs for internal
management. At the same time, the Company also evaluates
the savings or economic benefits of environmental protection
programs so as to continuously promote economically-effective
programs. While environmental expenses are expected to
continue to rise, environmental accounting can help manage
these costs more effectively. TSMC’s environmental accounting
measures various environmental costs, establishes independent
environmental account codes, and provides the data to all units
for use in annual budgeting. The Company’s economic benefit
evaluation calculates cost savings for energy conservation,
water or waste reductions and recycling benefits in accordance
with its environmental protection programs. The benefits
disclosed in this report include real income from projects such
as waste recycling and savings from major environmental
projects. In 2021, the total benefits of environmental
protection programs of TSMC fabs including waste recycling
exceeded NT$5,457 million.
2021 Environmental Cost of TSMC Fabs in Taiwan
Unit: NT$ thousands
Classification
1. Direct Costs for Reducing Environmental Impact
Description
Expense
Investment
(1) Pollution Control
Fees for air pollution control, water pollution control, and others
(2) Resource Conservation
Costs for resource (e.g. water) conservation
(3) Energy Conservation
Costs for electricity consumption saving
(4) Greenhouse Gas Emissions Reduction
Include: (1) Process greenhouse gas emissions abatement equipment; (2) Premium
for purchasing renewable energy; (3) Costs for purchasing carbon credits; (4) Other
costs for direct greenhouse gas emissions reduction
(5) Industrial Waste Disposal and Recycling
Costs for waste treatment (including recycling, incineration and landfill)
2. Indirect Costs for Reducing Environmental
Impact (Environmental Managerial Costs)
3. Other Environmental Costs
Total
(1) Cost of training
(2) Environmental management system and certification expenditures
(3) Environmental impact measurement and monitoring fees
(4) Environmental protection product costs
(5) Environmental protection organization fees
(1) Costs for soil decontamination and natural environment remediation
(2) Environmental damage insurance fees and environmental taxes and expenses
(3) Costs related to environmental settlement, compensations, penalties and
lawsuits
7,436,815
0
0
1,090,032
2,932,377
432,606
7,139,312
2,904,434
2,202,263
4,075,604
0
693,743
127
0
11,891,957
17,015,356
2021 Environmental Efficiency of TSMC Fabs in Taiwan
Unit: NT$ thousands
Category
Description
1. Cost Savings of Environmental Protection
Energy savings
Projects
2. Economic Efficiency for Industrial Waste
Recycling
Total
Water savings
Waste reduction
Recycling of used chemicals, wafers, sputter targets, batteries, lamps, packaging materials, paper cardboard, metals,
plastics, and other waste
Efficiency
3,999,575
31,002
818,000
609,200
5,457,777
Green Building and Green Factory
Since 2006, TSMC has adopted standards from both the Taiwan Green Building and the U.S. Green Building Council – Leadership
in Energy and Environmental Design (LEED) for new fab and office building designs to achieve better energy and resource efficiency
than conventional designs. The Company has also continued to upgrade existing office buildings to comply with the LEED standard
each year. From 2008 to 2021, 37 of TSMC’s fabs and office buildings achieved LEED certifications: three platinum and 34 gold.
During this time, the Company also received five Taiwan Intelligent Building diamond-class certifications and 25 Taiwan EEWH
(ecology, energy saving, waste reduction and health) certifications: 20 diamond, four gold and one silver. Since 2009, the Company
has been a leading supporter of the Taiwan government’s Green Factory Label standard, including the Clean Production and Factory
Green Building evaluation systems. TSMC received Taiwan’s first Green Factory Label and 13 labels in total as of the end of 2021,
and is the most awarded company in Taiwan.
Environmental Audit Results in Violation of Environmental Regulations
In 2021 and as of the date of this Annual Report, TSMC has no incurred any environmental pollution related losses. However, the
Company was given two fines totaling NT$127,000 for violating environmental regulations: NT$100,000 issued on 01/06/2021 for
failing to take effective air pollutant control measures at our construction site (Section 2 of Article 23 of the Air Pollution Control
Act) – the Company took immediate corrective action after the audit by the competent authority; NT$27,000 issued on 01/28/2021
for construction site work failing to conform with the Run-off Wastewater Reduction Plan approved by competent authority (Article
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18 of the Water Pollution Control Act; Article 10 of Water
Pollution Control Measures and Test Reporting Management
Regulations) – the Company updated the Run-off Wastewater
Reduction Plan after the audit by the competent authority and
enhanced related management measures.
7.2.2 Sustainable Products
TSMC collaborates with its upstream material and equipment
suppliers, design ecosystem partners and downstream assembly
and testing service providers to minimize environmental
impact. Reducing the resources and energy consumed for each
unit of production allows the Company to provide customers
with more advanced, power efficient and ecologically sound
products. These include ultra-low power (ULP) and low
operating voltage (low Vdd) chips for wearables and IoT
devices, low-power chips for mobile devices, high-efficiency
LED driver chips for flat panel display backlighting, indoor/
outdoor solid state LED lighting, Energy Star certified low
standby AC-DC adaptor chips, high-efficiency DC brushless
motor chips, electric vehicle chips and low-power server chips.
By leveraging TSMC’s superior energy-efficient technologies,
these chips support sustainable city infrastructure, greener
vehicles, smart grids, more energy efficient servers and
data centers and other applications. In addition to helping
customers design low power, high performance products to
reduce resource consumption over the product’s life cycle,
TSMC’s green manufacturing practices provide further green
value to customers and other stakeholders.
TSMC-manufactured ICs are used in a broad variety
of applications in various segments of the computer,
communications, consumer, industrial, electric vehicle, server
and data center, and other electronics markets. Through
TSMC’s manufacturing technologies, customers’ designs are
realized and their products are incorporated into people’s
lives. These chips, therefore, make significant contributions
to the progress of modern society. TSMC endeavors to
achieve profitable growth while providing products that
add environmental and social value. Listed below are several
examples of how TSMC-manufactured products make
significant contributions to the environment and society.
Environmental Contributions by TSMC Foundry Services
1. Continue to Drive Technology to Reduce Power
Consumption and Save Resources
● To improve sustainability, TSMC continues to drive
the development of advanced semiconductor process
technologies to support customer designs that result
in the most advanced, more energy-efficient and more
environmentally friendly products. In each new technology
generation, circuitry line widths shrink, making transistors
smaller and reducing product power consumption for
completing the same tasks or achieving the same level of
performance. In addition, calculations using the Industry,
Science, and Technology International Strategy Center’s
model reveal that, in 2020, TSMC helped the world conserve
4kWh of energy for each 1kWh spent in production – a
testimony to TSMC’s commitment to green manufacturing
both internally and externally. (Please refer to “Sustainable
Products by TSMC Facilitates Global Energy Conservation”
on page 11 of TSMC’s 2020 Corporate Social Responsibility
Report.)
● As TSMC quickly ramped up its 7nm and newer generation
technologies, combined wafer revenue contribution grew
significantly from 9% in 2018 to 50% in 2021. TSMC’s
objective is to continue R&D investment and to increase
wafer revenue contribution in 7nm and beyond technologies,
helping the Company achieve both profitable growth and
sustainability.
TSMC Wafer Revenue Contribution from 7nm and Beyond
Technologies
2018
9%
2019
27%
2020
41%
2021
50%
Chip Die Size Cross-Technology Comparison
Die size reduces as line width shrinks
1
0.48
0.25
0.11
0.063
0.047
0.035
55nm
40nm
28nm 16FFC/12FFC 10nm
7nm
5nm
Note: The logic chip/SRAM/IO (input/output) ratio, which affects die size and power
consumption, was re-aligned.
Chip Total Power Consumption
Cross-Technology Comparison
More power is saved as line width shrinks
0.034
0.022
1
0.6
0.3
0.07
0.056
N55LP
(1.2V)
N40LP
(1.1V)
N28HPM
10nm
16FFC/
(0.9V) 12FFC (0.8V) (0.75V)
7nm
(0.75V)
5nm
(0.75V)
Note: The logic chip/SRAM/IO (input/output) ratio, which affects die size and power
consumption, was re-aligned.
2. Provide Customers Leading Power Management IC
Process with the Highest Efficiency
● TSMC’s leading manufacturing technology helps customers
design and produce green products. Power management ICs,
the key components that supply and regulate power to all
other IC components within electronic devices, are the most
notable green IC products. TSMC helps customers produce
industry-leading power management chips with more stable
and efficient power supplies and lower energy consumption.
Power management ICs manufactured by TSMC for
customers are widely used in computer, communication,
consumer, electric vehicle, server and data center, and other
systems around the globe.
3. Drive Industry-leading, Comprehensive ULP Technology
Platform
● To meet low-power consumption requirements for IoT
markets, such as wearable and smart home products, TSMC
continues to invest in expanding and enhancing its ultra-low
power processes. The Company provides industry’s leading
and most comprehensive ultra-low power (ULP) technology
platform to support innovations for a wide range of IoT
applications that demand increased computing capabilities in
smart edge devices, including smart speakers, smart cameras
and various other smart appliances. TSMC’s industry-leading
ULP offerings include FinFET-based 12-nanometer technology,
N12eTM, featuring energy efficiency with high performance
that results in more computing power and AI inferencing,
22nm Ultra-low leakage (ULL), 28nm ULP, 40nm ULP, and
55nm ULP, which have been widely adopted by various edge
AI system-on-a-chip (SoC), battery-powered applications.
TSMC has also extended its low Vdd offerings with
wide-range operating voltage SPICE (simulation program with
integrated circuit emphasis) models for extreme low-power
applications.
4. Develop Greener Manufacturing to Lower Energy
Consumption
● TSMC continues to develop more advanced and efficient
technologies to reduce energy/resource consumption and
pollution per unit during the manufacturing process, as well
as power consumption and pollution during product use.
In each new technology generation, circuitry line widths
shrink, making chips smaller for the same circuit designs
and lowering the energy and raw materials consumed
for per chip in manufacturing. In addition, the Company
continuously provides process simplification and new design
methodology based on its manufacturing excellence to
help customers reduce design and process waste so as to
produce more advanced, energy-saving and environmentally
friendly products. For total energy savings and benefits
realized in 2021 through TSMC’s green manufacturing, see
Environmental Accounting on page 150-151 in this Annual
Report.
Social Contributions by TSMC Foundry Services
1. Unleash Customers’ Mobile and Wireless Chip Innovations
that Enhance Mobility and Convenience
● The rapid growth of smartphones and tablets in recent
years reflects strong demand for mobile devices, which
accelerates innovations for IC products such as baseband,
RF transceivers, application processors (AP), wireless local
area networks (WLAN), CMOS image sensors (CIS), near field
communication (NFC), Bluetooth, and global positioning
systems (GPS) among others. These mobile devices offer
remarkable convenience in daily living, and TSMC contributes
significant value to these devices in the following ways: (1)
new TSMC process technologies help chips achieve faster
computing speeds in smaller sizes, leading to smaller form
factors for these electronic devices. In addition, TSMC
SoC technology integrates more functions into one chip,
reducing the total number of chips in electronic devices,
again resulting in a smaller system form factor; (2) new
TSMC process technologies also help chips reduce power
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consumption, allowing mobile devices to be used for a longer
period of time; and (3) TSMC helps spread the growth of
more convenient wireless connectivity such as 3G/4G/5G and
WLAN/Bluetooth, meaning people can communicate more
efficiently and “work anytime and anywhere,” significantly
increasing the mobility of modern society.
2. Unleash Customers’ Innovations in CMOS Image Sensor
(CIS) and Micro-electromechanical Systems (MEMS)
that Enhance Human Health and Safety; Create Green
Products
● To make machines smarter, safer and more user and
environmentally friendly, sensors are a must. Optical,
acoustic, motion, and environment sensors are mostly made
using either CIS or MEMS technologies. TSMC continues to
put substantial effort into developing more advanced CIS
and MEMS technologies to enable customers to create new
products for new applications. For CIS, TSMC and customers
have extended applications from traditional RGB (red, green,
blue) sensing to 3D depth sensing, optical fingerprint, and
near infrared NIR (NIR) machine vision, etc. For MEMS, TSMC
and customers have extended applications from traditional
motion sensing to microphone, bio-sensing, micro-speakers,
medical ultrasound actuators and more. TSMC customers’
sensing devices are used in consumer electronics, mobile
communication, automotive electronics, industrial, and
medical devices, and so on. They are increasingly smaller,
faster, more accurate and more energy efficient, greatly
enhancing human convenience, health and safety, and
contributing to sustainability. For instance, TSMC customers’
CIS and MEMS products are used in a number of advanced
medical treatments as well as in preventative health care
applications. Examples include early warning systems to
minimize the injury from falls for the elderly, systems to
detect physiological changes, car safety systems and other
applications that significantly improve human health and
safety. One noteworthy example in 2021: TSMC helped a
customer deliver innovative DNA sequencing chips. These
chips assisted researchers in quickly identifying variants of
the COVID-19 virus, including the first Omicron, contributing
significantly to the understanding and control of the
pandemic. Moreover, advanced sensors can make equipment
smarter by monitoring the working environment and
conditions so that it can operate in a more energy efficient
way.
7.2.3 Safety and Health
Safety and Health Management
TSMC’s safety and health management is compliant with local
and international standards and adheres to the management
approach of “Plan, Do, Check, Act” to prevent accidents,
promote employee safety and health, and protect Company
assets. All TSMC fabs in Taiwan have received TOSHMS
(Taiwan Occupational Safety and Health Management
System) certification since 2009. In 2018, the International
Organization for Standardization released ISO 45001: 2018,
replacing OHSAS 18001, with major changes in the expansion
of the scope, support and participation of the leadership,
the collection and planning of internal and external issues,
the expectations and demand of stakeholders, the evaluation
of risk inspections, communication and consultation with
non-managers, the application of performance indicators, and
the evaluation of corrective and preventive actions. Meanwhile,
ISO 45001 ensures the spirit of the system can be effectively
implemented at the management level through management
review, internal audit, automatic check, and security patrol
to find safety concerns and opportunities for improvement.
All fabs in Taiwan received ISO 45001 certification for
occupational health and safety in 2019 and all TSMC
subsidiaries obtained the certification in 2020. All the above
certifications are maintained valid. New facilities are required
to receive aforementioned certifications within 18 months after
receiving facility license per TSMC’s internal policy.
Besides accident prevention, TSMC has established emergency
response procedures to protect employees and contractors if
a disaster should occur, as well as to prevent and/or reduce
the negative impact on the community and the environment.
TSMC communicates regularly with suppliers to ensure that
potential risk in the operation of production equipment is
minimized and that safety control procedures are followed
rigorously during installation. The Company places stringent
controls on high-risk operations and also evaluates the seismic
tolerance of its facilities and equipment to reduce the risk of
earthquake damage.
For epidemics, TSMC has established corporate-level prevention
committees and procedures for emergency response to
outbreaks of infectious diseases.
Working Environment and Employee Safety and Health
Protection
The Company’s ESH policy is focused on establishing a safe
working environment, preventing occupational injury and
illness, keeping employees healthy, enhancing every employee’s
awareness and sense of accountability to ESH, and building an
ESH culture.
There were a total of 44 occupational injuries in 2021, with
44 people, representing approximately 0.08% of the total
number of employees. The disabling injury frequency rate (FR)
was 0.38, under the 0.4 target, but the disability injury severity
rate (SR) was 7, in excess of the target of 4. In response,
TSMC is reviewing potential improvement measures, such as
interlocking devices for machine safety, as well as standard
safety operation procedures. In addition to regular reviews,
the caring program for employees has been enhanced and
managers have been directed to pay closer attention to the
physical and mental state of employees to ensure their safety
and health during their work.
TSMC safety and health management operations apply to the
following:
● Equipment Safety and Health Management
In addition to meeting regulatory requirements and internal
standards, as well as mitigating ESH-related risks when building
or expanding facilities, TSMC also maintains procedures
governing new equipment and raw materials, requires safety
approvals for bringing new tools online, updates safety rules,
and implements seismic protection and other safety measures.
TSMC requires that all new tools meet SEMI-S8 requirements
and that appropriate supplementary control measures be taken
to reduce ergonomic risk. Moreover, the Company endeavors
to automate 300mm front-opening unified pod (FOUP)
transportation to prevent accumulative physical damage
caused by repetitive manual handling of 300mm FOUPs. TSMC
300mm fabs have converted to automatic transportation
control.
● Environmental, Safety and Health Evaluation of New Tools
and New Chemical Substances
As a technology leader in the global semiconductor industry,
TSMC operates increasingly diversified process tools and
introduces new chemicals in the R&D stage. Before using new
tools or new chemicals, they are reviewed carefully by the new
tools and new chemical review committee. The purpose is to
ensure that new tools are compliant with the semiconductor
industry’s safety standards (such as SEMI-S2) and that new
chemicals’ environmental, safety and health concerns can be
well controlled, including engineering controls, application of
personal protection equipment, and operational safety training
during storage, transportation, usage and disposal. A total of
403 cases of new tools and chemical substances were passed
by the New Tool and New Chemical Review Committee in
2021, and they were evaluated and reviewed in accordance
with the aforementioned standards before entering TSMC.
● General Safety Management, Training and Audit
All TSMC manufacturing facilities hold environmental, safety
and health committee meetings on a monthly basis. TSMC
has adopted multiple preventive measures such as controls
on high-risk work, contractor management, chemical safety
management, personal protective equipment requirements,
and safety audit management. In addition, the Company
maintains detailed disaster response procedures and performs
regular drills designed to minimize damage to employees and
property, as well as the impact on society and the environment
in the event of a disaster.
TSMC Safety-Related Training and Promotion in the
Recent Two Years
Year
2021
2020
Total Number of Employees who have Completed
Safety-related Training
289,398
244,747
● Working Environment Hazardous Factors Management
TSMC conducts workplace hazard assessments to provide a
comfortable, safe workplace to employees. The Company also
educates and requires employees to use personal protective
equipment (PPE) to prevent hazardous exposures.
The Company performs semi-annual workplace environment
assessments of physical and chemical hazards, including
CO2 concentration, illumination, noise, and hazardous
chemical substances regulated by local laws. In addition,
TSMC performs exposure assessments and uses hierarchy
management control for chemicals with potential health
hazards. If abnormal measurements occur, events happen, or
an exposure assessment indicates there is an adverse health
effect on employees, ESH professionals immediately conduct
onsite observation and intervention to reduce the exposure to
acceptable levels.
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● Health Promotion Program
In order to establish the healthiest possible workplace and
reduce the incidence of occupational disease, TSMC formed
a corporate-level committee to carry out health promotion
programs covering three key areas:
1. Exposure and health risk assessment: develop an exposure
assessment system to identify high health risk employees.
2. Hazardous training and notification: use standardized
training materials for employees and contractors in all
TSMC fabs. Inform them of the health risks and prevention
measures at the workplace before working or providing any
services there.
3. Strengthen management of chemicals with significant
health risks: inform suppliers that all materials they provide
to TSMC must comply with applicable laws including clear
disclosure of any hazardous substances. Perform sampling of
raw materials used in the manufacturing process to confirm
that they do not contain any carcinogenic, mutagenic or
toxic-reproductive materials as claimed in supplier’s safety
data sheet (SDS).
● Emergency Response
The planning and execution of an effective emergency response
should identify potential high-risk events via risk assessment
and be prepared for various scenarios. It should focus on
continuous improvement and drills covering all potentially
serious events. TSMC’s emergency response plans include
procedures for rapid-response crisis management and disaster
recovery for potential incidents.
All TSMC fabs conduct major annual emergency response
exercises and evacuation drills. TSMC’s onsite service
contractors are also required to participate in emergency
response planning and exercises to ensure cooperation in
handling accidents and to effectively minimize any damage
caused by disasters. At least every two years, each fab director
invites fab management and support functions to participate
in business continuity drills for potentially high-risk events such
as earthquake, fire and flood (at the Tainan site). Since 2018,
TSMC has conducted complex accident emergency response
drills, which include simultaneous scenarios for earthquake, fire
and chemical spills to ensure rapid response to emergencies
so that losses can be minimized in the event of a real disaster.
In 2020, TSMC took lead in the industry to introduce the
All-Hazard approach recommended by the Federal Emergency
Management Agency (FEMA) to conduct disaster prevention
exercises.
In response to the COVID-19 pandemic, TSMC added tabletop
exercises to disaster prevention training in an effort to
minimize the risks of group infections that may arise as a
result of full-scale exercises. The inclusion of tabletop exercises
also aids in the verification of full-scale exercise procedures to
make disaster response more comprehensive, thus effectively
mitigating the impact of various types of disasters on business
continuity in the future. As of 2021, 215 sessions of tabletop
exercises had been completed in addition to 125 full-scale
exercises.
In addition to the regular emergency response drills held
by engineering and facilities departments each quarter, the
Company’s laboratory, canteen, dormitory, and shuttle bus
personnel also hold emergency response drills to prepare for
events such as earthquakes, chemical spills, ammonia release,
fires and traffic accidents.
● Emerging Infectious Disease Response
TSMC has a dedicated corporate ESH organization to monitor
emerging infectious diseases around the world, to assess
any potential impact on the workplace, and to provide an
appropriate strategic response plan. In previous outbreaks
such as SARS in 2003, H1N1 influenza in 2009, and MERS
in 2015, as well as with the current COVID-19 threat, TSMC
followed the Taiwan CDC’s (Centers for Disease Control) rules
and convened the corporate influenza response committee
to develop the Company’s strategies. These strategies
included educating employees in prevention and response,
publishing guidelines for managers, establishing guidelines for
employee sick leave due to flu, and installing alcohol-based
hand sanitizers at appropriate locations. The Committee also
monitors the status of employee leave due to illness and, at the
same time, develops a continuity plan to address manpower
shortages and minimize business impact. In order to protect
the health of TSMC employees, their families, and work
partners, employees are encouraged to be fully vaccinated if
in healthy condition. In addition, employees should complete
daily body temperature checks and update vaccination
information before entering TSMC, and continue to follow
epidemic prevention regulations such as wearing a mask,
washing their hands frequently and maintaining safe social
distancing.
● Employee Physical and Mental Health Enhancement
TSMC believes that employee physical and mental health is not
only fundamental to maintaining sound business operations
but is also an important part of a corporation’s responsibility.
To preserve and promote the physical and mental health of
its employees, TSMC fosters collaboration among the onsite
industrial safety and environmental protection department,
the onsite medical personnel of the health center, and
physicians of occupational medicine. TSMC strives to reduce
cerebral and cardiovascular conditions or injuries that might
be induced or aggravated by overwork, night work or shift
work. The Company conducts programs for maternal health
protection and for prevention of cumulative trauma disorders
as well. TSMC devotes significant resources to mental health
awareness, focused not only on hazards at work but also on
employee health in general. In 2021, through planned personal
health management, (1) 550 female employees participated
in the maternal health program, and the completion rate was
100%. All but one of them were at first degree risk, where
there was no potential harm to the mother or infant. One
woman was assessed as second degree risk, with potential
harm to the mother or infant, but after proper adjustments
to her work duties, her risk was downgraded to first degree.
(2) Through analysis of historical cerebral and cardiovascular
cases of its employees, TSMC has sharpened the disease
assessment criteria used by contracted doctors, and, in
combination with internal annual health examination reports
and work scheduling information, the Company was able to
identify 3,520 employees with middle to high risk for cerebral
and cardiovascular diseases. These employees were provided
with health education and medical assistance. Also, they and
their managers received recommended changes in working
hours and shifts to reduce health risks. (3) 168 employees
were identified as high risk for cumulative trauma disorders,
including one who might also have job-related risks, and
the Company adjusted working conditions accordingly to
reduce potential risks. (4) As obesity has been considered as a
precursor to hyperglycemia, dyslipidemia, and hypertension,
TSMC has held health promotion programs for several
consecutive years. In 2021, in light of the COVID-19 pandemic
and catering to the younger generation’s preference for social
and video media, apart from physical weight loss activities
(671 participants; total weight loss reached 3,155.82kg),TSMC
conducted a series of online interactive activities including:
three sessions of “Health Lecture Online” with 1,527 attendees
in total; three health education videos about Weight-loss Diets/
Sport and improving sleeping, with a total of 8,947 visits;
three sessions of online quizzes on the same three topics of
Weight-loss Diets/Sport and improving sleeping, with a total
of 14,910 attendees; and two session of “Selection of Health
Diet” of Low-sugar diets and 211 balanced diet, with 3,373
participants. In addition, one-on-one sleep counseling related
to psychology has been increased in 2021, 220 attendees in
total. The above activities have all received positive feedback
from employees. In the future, we will continue to implement
relevant health promotion activities to take care of the health
of employees.
7.2.4 Supplier Management
Management Aspect
For better supply chain management, TSMC is committed to
communicating with and encouraging its suppliers, including
contractors, to increase their quality, cost effectiveness and
delivery performance, and make continuous improvement
in environmental protection, safety and health. Through
regular communication with senior managers, site audits
and experience sharing, the Company collaborates with
major suppliers and contractors to enhance partnerships and
ensure continued improvement of performance and increased
joint contributions to society. As noted above, contractors
performing high-risk activities must lay out clearly defined
safety precautions and preventative measures. In addition,
contractors working on high-risk engineering projects must
establish ISO 45001 or OHSAS 18001 systems and the workers
must successfully complete work-related skill training. All
contractors performing high-risk activities have obtained ISO
45001 certification before the end of 2021.
Supply Chain Sustainability
TSMC works with suppliers in several fields of sustainable
development, such as greening the supply chain, carbon
management for climate change, mitigation of fire risk, ESH
management and business continuity plans in the event of a
natural disaster.
Since becoming a full member of the Responsible Business
Alliance (RBA) in 2015, TSMC has completed implementation
of the RBA code of conduct throughout the Company by
performing self-assessments at its facilities worldwide and
reviewing policies and procedures in the areas of labor, health
and safety, environment, ethics and management systems.
To enhance supply chain sustainability and streamline risk
management, the Company is committed to collaborating
with its suppliers to maintain full compliance with Taiwan’s
environmental, safety, health and fire protection regulations.
TSMC developed a supplier’s code of conduct, which
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affirmed basic labor rights and standards for health, safety,
environment, ethics and management systems. TSMC works
with suppliers to evaluate the risk and impact on the economy,
the environment, and society and to make continuous
improvement. The Company has helped boost suppliers’
performance of sustainability through experience sharing and
training and hopes to establish a world-class semiconductor
supply chain that exceeds international standards and serves as
a global benchmark.
TSMC is subject to the U.S. Securities & Exchange Commission
(SEC) disclosure rule on conflict minerals released under Rule
13p-1 of the U.S. Securities Exchange Act of 1934. As a
recognized global leader in the high-tech supply chain, the
Company acknowledges its corporate social responsibility
to strive to procure conflict-free minerals in an effort to
recognize humanitarian and ethical social principles that
protect the dignity of all people. To this end, TSMC has
implemented a series of compliance safeguards in accordance
with leading industry practices such as adopting the due
diligence framework in the Organization for Economic
Cooperation and Development (OECD)’s Model Supply Chain
Policy for a Responsible Global Supply Chain of Minerals from
Conflict-Affected and High Risk Areas issued in 2011.
TSMC is a strong supporter of the Responsible Business Alliance
and the Global e-Sustainability Initiative (GeSI), which will
help the Company’s suppliers source conflict-free minerals
through their jointly developed Responsible Minerals Initiative
(RMI). Since 2011, TSMC has asked its suppliers to disclose
information and make timely updates on smelters and mines.
The Company encourages suppliers to source minerals from
facilities or smelters that have received a “conflict free”
designation by a recognized industry group (such as the
RBA) and also requires those who have not received such
designation to become compliant with Responsible Minerals
Initiative or an equivalent third-party audit program. TSMC
requires the use of conflict-free tantalum, tin, tungsten and
gold in its products.
TSMC will continue to conduct the supplier survey annually and
require suppliers to improve and expand their disclosure to fulfill
regulatory and customer requirements. For further information,
see the Company’s Form SD filed with the U.S. SEC. (https://
www.tsmc.com/english/investorRelations/sec_filings.htm)
7.3 TSMC Education and Culture Foundation
Taiwan has had its biggest battle against the COVID-19
pandemic in 2021. Every sector in the society has been
gravely affected and the efforts to launch artistic, cultural and
educational campaigns have been seriously challenged. In
the face of the pandemic, the TSMC Education and Culture
Foundation still endeavours to continue its support for various
educational and cultural events, art exhibitions and performance.
At the same time, as a response to pandemic restriction
measures, the Foundation taps into the power of technology
to make its upmost efforts to encourage girls’ high schools to
engage in the scientific fields, to empower teachers in rural
communities, and to initiate classes that teach and continue
traditional theater courses on university campuses. In doing so,
the cultural and educational work to which the Foundation has
dedicated itself would not be disrupted because of the severe
pandemic situation. In 2021, the TSMC Education and Culture
Foundation has invested NT$87 millions in culture and education
events that revolve around three main themes: “nurture young
talents,” “education collaboration,” and “advocation for arts and
culture”. The Foundation’s efforts continue to inject abundant
resources into the arts and education sectors in the society in
order to drive the society to the common good, begin a positive
cycle, and grow sustainably.
Value Gender Diversity, Encourage Women to Engage in
STEM Fields
The TSMC Education and Culture Foundation teams up with
National Museum of Natural Science to organize the TSMC
Female Scientists Tour. Through trips to science museums
and talks by female scientists, the Foundation hopes to spark
female students’ interest and nurture female talent in the
sciences. In 2021, the Foundation invited 450 girls from
12 girls’ high schools in Taiwan to take part in the TSMC
Female Scientists Tour, whose program includes a visit to the
educational hall at the World of Semiconductors. The trip
was guided by female engineers at TSMC, giving students a
chance to further understand the designing, manufacturing
and application of semi-conductors. Other events in the trip
include talks by renown Taiwanese female scientists and
outstanding female engineers to share with young students
their educational trajectory and work experiences. The
students further learned the application of basic electronics
at circuit board workshops. The TSMC Education and Culture
Foundation hopes to encourage more female high school
students to engage in studying in the STEM fields, thereby
nurturing more science and technology talents for the country.
In 2021, the TSMC Education and Culture Foundation also
continues to hold the TSMC Cup – Competition of Scientific
Short Talk. Held online due to the pandemic, the competition
had two award categories: “competition for expressing
scientific innovation” and “essay awards on reading popular
science books”. Apart from the two competition themes,
the Foundation organized a series of online classes for
competing participants, aiming to strengthen their ability to
express themselves. Pandemic constraints did not diminish
participation, as 530 total students took part.
On top of promoting popular science education, the TSMC
Education and Culture Foundation continues its advocation
for youngsters to pursue and realize their dreams. In 2021,
the Foundation expands the TSMC U Dreamer from a regional
competition into a national one, inviting college students
from all over Taiwan to take part in the competition and form
projects base on the UN’s Sustainable Development Goals
(SDGs). This competition expects the students to care about
and pay attention to UN’s 17 sustainable development goals
while pursuing individual dreams, thereby making a personal
contribution to society. The 2021 TSMC U Dreamer has 122
teams of college students from all over Taiwan. The finalists
are teams from the National Taiwan Ocean University, National
Taiwan University, National Taiwan Normal University, Taipei
National University of the Arts, National Taipei University,
National Chengchi University, Hsuan Chuang University,
National Tsing Hua University, National Yang Ming Chiao Tung
University, National Chung Cheng University and National
Taitung University. The winning teams are awarded a total
prize of NT$3 million at the TSMC U Dreamer competition and
begin a one-year Dreamer project.
Empower Teachers in Rural Areas, Narrow the Gap
between Urban and Rural Schools
The TSMC Education and Culture Foundation pays special
attention to the gap between the education resources in
the urban versus rural areas. Since 2004, the Foundation
has partnered with CommonWealth Education Foundation
to launch the “Hope Reading Project,” which continues to
improve the reading environment and culture in schools
in rural areas. As a response to the implementation of the
new General Guidelines of Curriculum Guidelines of 12-Year
Basic Education, the Foundation recognises the importance
of empowering frontline educators. Therefore, in 2021, the
TSMC Education and Culture Foundation works in tandem
with the CommonWealth Education Foundation and the
Reading Research and Education Center of Dr. Hwawei Ko of
National Tsing Hua University to initiate a five-year “Teaching &
Learning” project. This project is launched in 51 schools in rural
communities, whose contents include offering professional
lesson plans for teachers, online educational recommendations,
and support system while building a mechanism to research
and discuss classroom teaching plans. The project creates
a strong support for teachers in the rural areas, helps the
teachers guide children in rural communities to improve
their reading and writing capacities in real terms, opens up
makeover opportunities, and narrows the gap between urban
and rural schooling in real terms.
On top of the empowering project for teachers in rural schools,
the TSMC Education and Culture Foundation continues to invest
in education for the underprivileged students, encouraging
them to attain a college education. In 2021, a total of 82
students from disadvantage backgrounds have been awarded
scholarships to study at National Central University, National
Tsing Hua University, National Chung Cheng University, National
Cheng Kung University, and National Sun Yat-sen University.
The scholarships allow the students to study without care.
Arts and Culture Education Takes Root in the Young,
Pass the Cultural Torch
The TSMC Education and Culture Foundation places a high
value on culture, continues to support the foundations of arts
and culture education. In 2021, the Foundation collaborates
with GuoGuang Opera Company on the “Pass the Theater
Torch on College Campus” project, funding a year-long course
at National Tsing Hua University and Tunghai University. The
course contents include background knowledge on Peking
opera and textual analysis of the plays. The classes invited
professional actors from GuoGuang Opera Company to teach
the students the acting techniques of Peking opera in person.
The performance practices in class deepen the students’
experience of traditional theater, created opportunities for
traditional art to reach to a new generation and provide the
soil for the seeds of theater to take root. Apart from offering
classes on university campuses, the Foundation organized four
special “TSMC Theater – When Love Knocks at your Door”
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performances of Peking opera for nearly 500 students from
high schools in the Hsinchu area, from National Tsing Hua
and Yang Ming Chiao Tung Universities. Through professional
guided talks and demonstrations from professional actors,
the Foundation lead the younger generation to appreciate
the beauty of Peking opera. Furthermore, in 2021 the TSMC
Education and Culture Foundation sponsors the broadcasting
program “The Stories of Peking Opera” on the radio station,
Sound of IC: Sound of Hsinchu Science Park. The program
is hosted by GuoGuang Opera Company’s artistic director
Anqi Wang and National Tsing Hua University’s Associate
Professor Lo Shih-lung of the Department of Chinese Literature,
introducing theater culture in depth but in way easy for lay
people to understand by giving the audience a peek into the
interesting cultural allusions behind the traditional drama plays.
As well as the traditional theatre, the Foundation continues
to sponsor National Symphony Orchestra, beginning the
second year “Music Traverse” project and inviting conductor
Lü Shao-chia to teach a master class. The Foundation hopes
to broaden the music students’ artistic horizon through
the experience of music maestros and the continuation of
techniques. Meanwhile, the master classes were preserved in
the form of documentaries, which will be publicly broadcast in
media and streamed online, thereby allowing more students
and the public to appreciate the beauty of classical music.
The annual TSMC Hsinchu Arts Festival in 2021 centered
around the theme of Her Stage, painting portraits of female
artists through exhibitions, performances and public talks.
The theme of Her Stage demonstrated to the public the
extraordinary achievements of female artists and presented
their life stories. Although some of the 28 exquisite programs
took place online due to the pandemic, they still attracted over
17,000 viewers.
7.4 TSMC Charity Foundation
Since its establishment in 2017, the TSMC Charity Foundation
has focused on the four pillars of public welfare in its charitable
programs and projects: Care for the Disadvantaged, Taking
Care of the Elderly, Filial Piety Promotion, and Protection of
the Environment. Under the guidance of Chairperson Sophie
Chang, the TSMC Charity Foundation observes social issues
and incidents from the front lines and strives to resolve social
inequalities through enhancement of rural education and
provision of emergency aid, allowing disadvantaged families
and children from rural areas to receive material assistance
and a chance to improve their situation. The TSMC Charity
Foundation has established a public welfare platform to
connect love from all corners of society, to promote social
change through charitable acts, and to bring together
corporations for the betterment of society.
The TSMC Charity Foundation continued to invest in public
welfare and expand project impacts in 2021 to improve its
scope of services:
● Care for the Disadvantaged: This pillar is focused on the two
main themes of “rural empowerment” and “support for the
disadvantaged.” The TSMC Charity Foundation continued
to provide education and life assistance to institutes in need
and to children in rural areas, including volunteer services,
economic support, food supplement, purchasing high-tech
equipment and developing educational materials. In 2021,
the TSMC Charity Foundation emphasized rural students’
employability. The Foundation integrated with 2 enterprise
(HO TAI DEVELOPMENT CO., LTD. and HAPPY RECOME
CO. LTD), providing training for 78 rural students from 3
vocational high school obtaining the skills to work locally,
meanwhile addressing labor shortage. By collaborating with
104 JOB BANK to publish 55 career exploring videos (target
100 videos above) and designing vocational aptitude tests.
We assist grade 7 and 8 to match their interest and potential,
find the suitable career path for them.
In 2021, the TSMC Charity Foundation assisted 8,359
students at 96 rural care institutes and collaborated with
TSMC volunteers to produce tutorial videos of scientific
experiments and science education. When classes were
suspended due to the pandemic, the TSMC Charity
Foundation supplied science learning materials to help
students study at home and moved physical classes online
to ensure students could continue their studies. The TSMC
Charity Foundation’s “Sending Love” initiative visited and
screened disadvantaged individuals in need of financial
support, and also provided financial assistance and daily
necessities funded using internal and external donations from
TSMC to improve the living conditions of highly vulnerable
and disadvantaged families. As of 2021, the TSMC Charity
Foundation had supported a total of 182 families.
disadvantaged social welfare institutes so they could utilize
green energies, save energy, and reduce carbon emissions.
Charitable donations fell sharply during the pandemic, and
therefore income from wholesale energy helped these social
welfare institutes maintain operations. To help students
continue their studies when classes were suspended during
the pandemic, the TSMC Charity Foundation promoted
environmental education themed around local ecological
characteristics through online classes so that students unable
to leave their homes could learn environmental knowledge on
their computers. The TSMC Charity Foundation continued to
work with many food companies to donate imperfect foods
to 122 collaborating care institutes for the disadvantaged,
thereby achieving the goals of reducing food waste and
protecting the environment. Current collaborators include
Chi Mei Frozen Food Co., Ltd., Hunya Food Co., Ltd., Laurel
Corporation, Lian-Hwa Foods Corp., HSIN TUNG YANG Co.,
Ltd., Great Wall Group, and LAO XIE ZHEN Co., Ltd.
7.5 TSMC i-Charity Platform
The TSMC i-Charity Platform, launched in 2014, is an
interactive intranet site that employees use to propose
charity projects, share project results, provide responses and
suggestions, and conduct timely funding activities to give back
to society.
In 2021, a total of 45,500 people donated more than
NT$80.05 million to the “Support Medical Personnel Project,”
the “Oxygen for India” campaign, the “Taroko Express crash”
donation campaign, “Junyi Academy,” “Teach for Taiwan,”
and other charity projects.
The TSMC i-Charity Platform has accumulated more than
NT$194 million in donations from 2014 to 2021. TSMC
continues to carry out its social commitments and encourages
its employees to care for and give back to society in various
ways.
● Take Care of the Elderly: The TSMC Charity Foundation
collaborated with Networking of Love partners to enhance
the health and welfare of solitary elders by connecting them
with social welfare groups and medical units. In 2021, the
TSMC Charity Foundation provided shuttle buses to the Home
Clinic Dulan and Longchang Health Promotion Station in
Taitung County for solitary elders to increase medical mobility
and efficiency, and to enhance medical service quality and
effectiveness. The TSMC Charity Foundation continued to
collaborate with the TSMC Facility Division to provide repairs
for disadvantaged elders living in five earthquake-damaged
locations in Hualien, thus giving them a safe and healthy living
space. Current Networking of Love partners include Taipei
Municipal Gandau Hospital, Taipei Veterans General Hospital,
Miao-Li Hospital, Old Five Old Foundation, Fongyuan Hospital,
China Medical University Hospital, Taichung City Private Lin
Tseng Lien Welfare And Charity Foundation, Taiwan Puli Care
Association, Sin-Lau Hospital, Tainan Municipal Hospital, Jianan
Psychiatric Center Department of Health, Mennonite Christian
Hospital, Mennonite Social Welfare Foundation, Fooyin
University, Penghu Hospital, and Cishan Hospital.
● Promote Filial Piety: The TSMC Charity Foundation
promoted and passed on the spirit of filial piety in Eastern
culture by enhancing its awareness in younger generations
so as to alleviate social risks and issues related to aging
societies. In 2021, the TSMC Charity Foundation continued
to work with the Filial Piety Resource Center of the K-12
Education Administration Ministry of Education to promote
these concepts, conducting two filial piety parent-child
workshops at elementary schools where TSMC volunteers
provide long-term care, while jointly producing short filial
piety films and organizing award ceremonies to recognize
excellent teaching plans so as to encourage both teachers
and students in initiating intergenerational dialogues and to
implant the modern spirit of filial piety within the hearts of all
participants.
● Protect the Environment: The TSMC Charity Foundation
helped disadvantaged social welfare institutes increase
green energy usage and save power while also promoting
environmental awareness online and continuing to implement
the Cherish Food Program to reduce resource wastage. In
2021, the TSMC Charity Foundation launched the “Green
Energy” project, installing solar panels and LED lights for
160
161
7.6 Sustainable Development Implementation Status as Required by the Taiwan Financial Supervisory
Commission
Assessment Item
Implementation Status
Yes
No
Summary
Non-
implementation
and Its Reason(s)
1. Does the Company have a governance structure for sustainability
V
development and a dedicated (or ad-hoc) sustainable development
organization with Board of Directors authorization for senior management,
which is reviewed by the Board of Directors?
For the Company’s governance structure for sustainability development, please
refer to “7.1 Environmental, Social and Governance (ESG) – Overview” on page
140-144 of this Annual Report.
None
For the structure, operations, implementation status and frequency of
reporting to the Board of Directors of the Company’s dedicated organization
for sustainability development, please refer to “7.1 Environmental, Social and
Governance (ESG) – Overview” on page 140-144 of this Annual Report.
For progress of the Board of Directors’ supervision of the Company’s
sustainability development, please refer to “7.1 Environmental, Social and
Governance (ESG) – Overview” on page 140-144 of this Annual Report.
2. Does the Company follow materiality principle to conduct risk assessment for
environmental, social and corporate governance topics related to company
operation, and establish risk management related policy or strategy?
V
For the Company’s scope of risk assessment, please refer to “7.1 Environmental,
Social and Governance (ESG) – Overview” on page 140-144 of this Annual
Report.
None
3. Environmental Topic
(1) Has the Company set an environmental management system designed to
V
industry characteristics?
(2) Is the Company committed to improving resource efficiency and to the
use of renewable materials with low environmental impact?
(3) Does the Company evaluate current and future climate change potential
risks and opportunities and take measures related to climate related
topics?
(4) Does the Company collect data for greenhouse gas emissions, water
usage and waste quantity in the past two years, and set greenhouse
gas emissions reduction, water usage reduction and other waste
management policies?
V
V
V
None
For the principle, process and result of the Company’s materiality analysis of
ESG related topics and risk management related policy or strategy, please refer
to “7.1 Environmental, Social and Governance (ESG) – Overview” on page 140-
144 of this Annual Report.
(1) For the Company’s environmental management system and the regulations
on which it is based, please refer to “7.2 Environmental, Safety and Health
(ESH) Management” on page 145-158 and “6.3.6 Risks Regarding Non-
Compliance with Export Control, Environmental and Climate Change Related
Laws, Regulations and Accords, and Failure to Timely Obtain Requisite
Approvals Necessary for Conducting Business” on page 136-137 of this
Annual Report.
For the Company’s international certifications and their scope, please refer
to “7.2 Environmental, Safety and Health (ESH) Management” on page
145-158 of this Annual Report.
(2) For the Company’s improvement of resource efficiency and the use of
renewable materials, please refer to “7.2.1 Environmental Protection
– Climate Change and Energy Management/Waste Management and
Recycling” on page 146-147 of this Annual Report.
(3) For the Company’s evaluation of potential risks and opportunities of current
and future climate change and measures taken related to climate topics,
please refer to “7.2.1 Environmental Protection – Climate Change and
Energy Management” on page 146-147 of this Annual Report.
(4) For the Company’s statistical data, intensity and data coverage for
greenhouse gas emissions, water usage and waste quantity in the past two
years, please refer to “7.2.1 Environmental Protection – Climate Change and
Energy Management/Greenhouse Gas (GHG) Emission Reduction and Energy
Management/Air and Water Pollution Control/Waste Management and
Recycling” on page 146-150 of this Annual Report.
For the Company’s policies on the reduction of greenhouse gas emissions,
water usage and waste management, please refer to “7.2.1 Environmental
Protection” on page 146-152 of this Annual Report.
For the Company’s certification status of each data set and its scope, please
refer to “7.2.1 Environmental Protection – Climate Change and Energy
Management/Greenhouse Gas (GHG) Emission Reduction and Energy
Management/Air and Water Pollution Control/Waste Management and
Recycling” on page 146-150 of this Annual Report.
(Continued)
Implementation Status
Yes
No
Summary
Non-
implementation
and Its Reason(s)
None
Assessment Item
4. Social Topic
(1) Does the Company set policies and procedures in compliance with
regulations and internationally recognized human rights principles?
(2) Has the Company established appropriately managed employee welfare
measures (include salary and compensation, leave and others), and link
operational performance or achievements with employee salary and
compensation?
V
V
(3) Does the Company provide employees with a safe and healthy working
V
environment, with regular safety and health training?
(4) Has the Company established effective career development training
plans?
(5) Does the Company’s product and service comply with related regulations
and international rules for customers’ health and safety, privacy, sales,
labelling and set policies to protect consumers’ or customers’ rights and
consumer appeal procedures?
(6) Does the Company set supplier management policy and request
suppliers to comply with related standards on the topics of
environmental, occupational safety and health or labor right, and their
implementation status?
5. Does the Company refer to international reporting rules or guidelines to
publish Sustainability Report to disclose non-financial information of the
Company? Has the said Report acquire third party verification or statement
of assurance?
V
V
V
V
(1) For the Company’s policies and specific programs in compliance with
regulations and internationally recognized human rights principles, please
refer to “5.6.1 Human Rights Policy and Specific Actions” on page 104 of
this Annual Report.
(2) For the Company’s employee welfare measures, including salary and
compensation, diverse and fair workplace, leave, allowance, bonuses, and
subsidies, please refer to “5.6.6 Competitive Overall Compensation” on
page 107, “5.6.2 Diversity and Inclusion” on page 105, “5.6.3 Workforce
Structure” on page 105, and “5.6.7 Employee Benefit System Superior to
Statute” on page 107-108 of this Annual Report.
(3) For the Company’s status with respect to providing employees with a safe
and healthy working environment, with regular safety and health training,
please refer to “7.2.3 Safety and Health” on page 154-157 of this Annual
Report.
For the Company’s related certification status and its scope, please refer to
“7.2.3 Safety and Health” on page 154-157 of this Annual Report.
For a presentation and analysis of the Company’s occupational accidents in
the current year and the number of employees involved, as well as related
improvement measures taken, please refer to “7.2.3 Safety and Health” on
page 154-157 of this Annual Report.
(4) For the scope and implementation of the Company’s employee training
plans, please refer to “5.6.5 People Development” on page 105-106 of this
Annual Report.
(5) Not applicable as TSMC is not an end product manufacturer.
For the Company’s policy to protect customers’ rights, please refer to “5.4.1
Customers” on page 100 of this Annual Report.
(6) For the Company’s supplier management policy and related compliance
norms, and specific requirements for suppliers in environmental protection,
occupational safety and health or labor rights, please refer to “7.2.4
Supplier Management” on page 157-158 and “5.6.1 Human Rights Policy
and Specific Actions” on page 104 of this Annual Report.
For a description of the implementation of the Company’s supplier
management policy and related compliance norms, please refer to “7.2.4
Supplier Management” on page 157-158 of this Annual Report.
For the reporting rules and guidelines that the Company follows in disclosing
non-financial information in the Sustainability Report, please refer to “7.1
Environmental, Social and Governance (ESG) – Overview” on page 140-144 of
this Annual Report.
None
For third party verification of the Sustainability Report, please refer to “7.1
Environmental, Social and Governance (ESG) – Overview” on page 140-144 of
this Annual Report.
6. If the Company has established its sustainable development code of practice according to “Listed Companies Sustainable Development Code of Practice,” please describe the operational status and differences.
TSMC follows the ESG Policy set by the Chairman, Dr. Mark Liu. For sustainable development operational status, please refer to “7. Environmental, Social and Governance (ESG)” on page 140-163 of this Annual
Report and environmental social governance related information on the Company’s website: https://esg.tsmc.com/en/index.html
7. Other important information to facilitate better understanding of the Company’s implementation of sustainable development:
Please refer to TSMC’s website for its sustainable development implementation status: https://esg.tsmc.com/en/index.html
162
163
164
164
165
165
8. Subsidiary Information and
Other Special Notes
8.1 Subsidiaries
8.1.1 TSMC Subsidiaries Chart
TSMC North America
Shareholding: 100%
TSMC Europe B.V.
Shareholding: 100%
TSMC Japan Limited
Shareholding: 100%
TSMC Design Technology Japan, Inc.
Shareholding: 100%
TSMC Japan 3DIC R&D Center, Inc.
(Note 1)
Shareholding: 100%
TSMC Korea Limited
Shareholding: 100%
TSMC Partners, Ltd.
Shareholding: 100%
TSMC Global Ltd.
Shareholding: 100%
TSMC China Company Limited
Shareholding: 100%
TSMC Nanjing Company Limited
Shareholding: 100%
VisEra Technologies Company Ltd.
Shareholding: 73%
TSMC Arizona Corporation
Shareholding: 100%
Japan Advanced Semiconductor
Manufacturing, Inc. (Note 2)
Shareholding: 100%
VentureTech Alliance Fund II, L.P.
Shareholding: 98%
Taiwan
Semiconductor
Manufacturing
Company Limited
TSMC Development, Inc.
Shareholding: 100%
WaferTech, LLC
Shareholding: 100%
TSMC Technology, Inc.
Shareholding: 100%
TSMC Design Technology Canada Inc.
Shareholding: 100%
8.1.2 Business Scope of TSMC and Its Subsidiaries
TSMC and its subsidiaries strive to deliver the best foundry services. WaferTech in the United States and TSMC China provide 8-inch
wafer capacity, while TSMC Nanjing provides 12-inch wafer capacity. In addition, TSMC Arizona in the United States and Japan
Advanced Semiconductor Manufacturing, Inc. in Japan are currently scheduled to provide 12-inch wafer capacity by the end of
2024. TSMC’s subsidiaries in North America, Europe, Japan, China, South Korea and other regions are dedicated to providing timely
services and engineering support to customers worldwide and also support the Company’s core foundry business with related
services as well as investing in start-up companies in the semiconductor industry.
As of 12/31/2021
8.1.3 TSMC Subsidiaries
Unit: NT$ (USD, EUR, JPY, KRW, RMB, CAD) thousands
Company
Date of
Incorporation
Place of Registration
Capital Stock
Business Activities
As of 12/31/2021
TSMC North America
Jan. 18, 1988
San Jose, California, U.S.
TSMC Europe B.V.
TSMC Japan Limited
TSMC Korea Limited
Mar. 04, 1994
Amsterdam, The Netherlands
Sep. 10, 1997
Yokohama, Japan
May 02, 2006
Seoul, Korea
TSMC Design Technology Japan, Inc.
Jan. 10, 2020
Yokohama, Japan
TSMC Japan 3DIC R&D Center, Inc.
Mar. 29, 2021
Yokohama, Japan
TSMC China Company Limited
Aug. 04, 2003
Shanghai, China
TSMC Nanjing Company Limited
May 16, 2016
Nanjing, China
TSMC Arizona Corporation
Nov. 10, 2020
Arizona, U.S.
Japan Advanced Semiconductor Manufacturing,
Inc.
Dec. 10, 2021
Kumamoto, Japan
TSMC Technology, Inc.
Feb. 20, 1996
Delaware, U.S.
TSMC Development, Inc.
Feb. 16, 1996
Delaware, U.S.
WaferTech, LLC
Jun. 03, 1996
Delaware, U.S.
TSMC Partners, Ltd.
Mar. 26, 1998
British Virgin Islands
TSMC Design Technology Canada Inc.
May 28, 2007
Ontario, Canada
TSMC Global Ltd.
Jul. 18, 2006
British Virgin Islands
VentureTech Alliance Fund II, L.P.
Feb. 27, 2004
Cayman Islands
VentureTech Alliance Fund III, L.P.
Mar. 25, 2006
Cayman Islands
Growth Fund Limited
Emerging Fund, L.P.
May 30, 2007
Cayman Islands
Jan. 27, 2021
Cayman Islands
VisEra Technologies Company Ltd.
Dec. 01, 2003
Hsinchu, Taiwan
US$
EUR
JPY
KRW
JPY
JPY
RMB
RMB
US$
JPY
US$
US$
US$
US$
CAD
US$
US$
US$
US$
US$
NT$
11,000
Sales and marketing of integrated circuits and
semiconductor devices
100
Customer service and supporting activities
300,000
Customer service and supporting activities
400,000
Customer service and supporting activities
750,000
Engineering support activities
555,000
Engineering support activities
4,502,080
Manufacturing, sales, testing, and computer-aided design
of integrated circuits and other semiconductor devices
6,650,119
Manufacturing, sales, testing, and computer-aided design
of integrated circuits and other semiconductor devices
0.77
Manufacturing, sales, and testing of integrated circuits and
other semiconductor devices
2,878,750
(Note)
Manufacturing, sales, testing, and computer-aided design
of integrated circuits and other semiconductor devices
0.001
Engineering support activities
0.001
Investing in companies involved in semiconductor
manufacturing
0
Manufacturing, sales, and testing of integrated circuits and
other semiconductor devices
988,268
Investing in companies involved in the semiconductor
design and manufacturing, and other investment activities
2,434
Engineering support activities
11,384,000
Investment activities
3,487
Investing in technology start-up companies
96,619
Investing in technology start-up companies
2,604
Investing in technology start-up companies
10,711
Investing in technology start-up companies
2,932,991
Research, design, development, manufacturing, sales,
packaging and test of color filter
Note: Japan Advanced Semiconductor Manufacturing, Inc. increased its capital to JPY 49,849,550 thousand in January 2022.
VentureTech Alliance Fund III, L.P.
Shareholding: 98%
Growth Fund Limited
Shareholding: 100%
Emerging Fund L.P. (Note 3)
Shareholding: 99.9%
166
Note 1: TSMC Japan 3DIC R&D Center, Inc. is established in March 2021.
Note 2: Japan Advanced Semiconductor Manufacturing, Inc. (JASM) is established in December 2021 and has increased its capital in January 2022. After the increase in
capital, TSMC’s shareholding in JASM decreased from 100% to 81%. This transaction was accounted for as an equity transaction since the transaction did not
change TSMC’s control over JASM. The decrease of TSMC’s shareholding percentage is caused by Sony Semiconductor Solutions Corporation’s investment in JASM
as a minority shareholder.
Note 3: Emerging Fund L.P. is established in January 2021.
167
8.1.4 Shareholders in Common of TSMC and Its Subsidiaries with Deemed Control and Subordination: None.
8.1.5 Rosters of Directors, Supervisors, and Presidents of TSMC’s Subsidiaries
Company
Title
Name
Unit: NT$ (USD), except shareholding
Company
Title
Name
As of 12/31/2021
Shareholding
Shares (Investment Amount)
% (Investment
Holding %)
TSMC North America
TSMC Europe B.V
TSMC Japan Limited
TSMC Korea Limited
TSMC Design Technology Japan, Inc.
TSMC Japan 3DIC R&D Center, Inc.
TSMC China Company Limited
TSMC Nanjing Company Limited
TSMC Arizona Corporation
Director
Director
President/CEO
Sylvia Fang
Rick Cassidy (Note 1)
David Keller
Director
Director
President
Director
Director
President
Director
Director
Director
Director
Director
Supervisor
Director
Director
Supervisor
Chairman
Director
Director
Supervisor
President
Chairman
Director
Director
Director
Supervisor
Supervisor
President
Director
Director
Director
Director
President/CEO
Wendell Huang
Maria Marced (Note 2)
Maria Marced (Note 2)
Sylvia Fang
Makoto Onodera
Makoto Onodera
C.C. Pan
Chih-Chun Tsai (Note 3)
Wendell Huang
Cliff Hou
Wendell Huang
Morris Cheng
Marvin Liao
Diane Kao
Morris Cheng
F.C. Tseng
Y.P. Chin
Roger Luo
Lora Ho
Roger Luo
Lora Ho
Y.P. Chin
Cliff Hou
Roger Luo
Wendell Huang
Sylvia Fang
Roger Luo
Cliff Hou
Y.L. Wang
Sylvia Fang
Wendell Huang
Rick Cassidy
-
-
-
TSMC holds 11,000,000 shares
-
-
-
TSMC holds 200 shares
-
-
-
TSMC holds 6,000 shares
-
-
-
TSMC holds 80,000 shares
-
-
-
TSMC holds 15,000 shares
-
-
-
TSMC holds 11,100 shares
-
-
-
-
-
(TSMC invests US$596,000,000)
-
-
-
-
-
-
-
(TSMC invests US$1,000,000,000)
-
-
-
-
-
TSMC holds 770,001 shares
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
-
-
(100%)
-
-
-
-
-
-
-
(100%)
-
-
-
-
-
100%
(Continued)
Japan Advanced Semiconductor
Manufacturing, Inc.
TSMC Technology, Inc.
TSMC Development, Inc.
WaferTech, LLC
TSMC Partners, Ltd.
TSMC Design Technology Canada Inc.
TSMC Global Ltd.
VentureTech Alliance Fund II, L.P.
VentureTech Alliance Fund III, L.P.
Growth Fund Limited
Emerging Fund, L.P.
VisEra Technologies Company Ltd.
Director
Director
Director
Supervisor
(Note 4)
Chairman
Director
President
Chairman
Director
President
Director
Director
President
Director
Director
President
Director
Director
Director
President
Director
Director
None
None
None
None
Chairman
Director
Director
Independent
Director
Independent
Director
Independent
Director
President
Y.H. Liaw
Morris Cheng
Simon Wang
Diane Kao
Wendell Huang
Cliff Hou
Cliff Hou
Wendell Huang
Sylvia Fang
Wendell Huang
Y.H. Liaw
Wendell Huang
Tsung-Chia Kuo
Wendell Huang
Sylvia Fang
Wendell Huang
Cliff Hou
Cormac Michael O’Connell
Sylvia Fang
Cliff Hou
Wendell Huang
Sylvia Fang
None
None
None
None
Robert Kuan
George Liu
Diane Kao
Laura Huang
Emma Chang
P.H. Chang
S.C. Hsin
Shareholding
Shares (Investment Amount)
-
-
-
-
TSMC holds 57,575 shares (Note 5)
-
-
-
TSMC Partners, Ltd. holds 10 shares
-
-
-
TSMC Partners, Ltd. holds 10 shares
-
-
-
TSMC Development, Inc. holds 293,636,833 shares
-
-
-
TSMC holds 988,268,244 shares
-
-
-
-
TSMC Partners, Ltd. holds 2,300,000 shares
-
-
TSMC holds 11,384 shares
(TSMC invests US$3,189,066)
(TSMC invests US$94,687,012)
(VentureTech Alliance Fund III, L.P. invests US$2,603,768)
(TSMC invests US$10,700,000)
154,600 shares
-
-
-
-
-
-
TSMC holds 213,619,000 shares
% (Investment
Holding %)
-
-
-
-
100% (Note 5)
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
-
100%
-
-
100%
(98.00%)
(98.00%)
(100%)
(99.90%)
0.05%
-
-
-
-
-
-
72.83%
Note 1: In January 2022, Mr. David Keller replaced Mr. Rick Cassidy as a director of TSMC North America.
Note 2: In January 2022, Dr. Paul de Bot replaced Ms. Maria Marced as a director and the President of TSMC Europe B.V.
Note 3: In January 2022, one directorship of TSMC Korea Limited became vacant after Mr. Chih-Chun Tsai’s retirement.
Note 4: In January 2022, Mr. Yuichi Horita was appointed as the President, and he and Mr. Yasuhiro Kono were elected as new directors of Japan Advanced Semiconductor Manufacturing, Inc.
Note 5: Japan Advanced Semiconductor Manufacturing, Inc. increased its capital in January 2022. After the capital increase, shares owned by TSMC increased to 807,651 shares while TSMC’s ownership
decreased to 81.01%.
168
169
8.1.6 Operational Highlights of TSMC Subsidiaries
Unit: NT$ thousands, except EPS (NT$)
Capital
Stock
Assets
Liabilities
Net Worth
Net
Revenues
Income
(Loss) from
Operation
Net Income
(Loss)
304,414
308,231,309
303,360,160
4,871,149
1,045,067,460
244,683
375,611
34.15
As of 12/31/2021
Basic Earning
(Loss) Per
Share
3,146
72,420
181,050
810,989
222,427
546,145
301,109
90,016
178,001
509,880
132,411
368,144
495,048
236,721
361,654
229,744
18,565
33,982
9,860
23,850
13,422
1,707
21,875
4,662
13,803
4,197
2,802
109,377.31
776.98
937.32
777.79
35.02
9,360
0.03
43,036
2,179
40,857
30,271,369
0
30,271,369
1,539,343
1,539,288
1,521,812
152,181,227.80
TSMC Japan 3DIC R&D Center, Inc.
133,977
1,709,885
1,439,372
270,513
Company
TSMC North America
TSMC Europe B.V.
TSMC Japan Limited
TSMC Design Technology Japan, Inc.
TSMC Korea Limited
TSMC Development, Inc.
TSMC Partners, Ltd.
TSMC Global Ltd.
WaferTech, LLC
0
6,161,247
720,872
5,440,375
7,735,520
1,802,590
1,456,072
TSMC China Company Limited
19,530,473
76,910,158
3,219,851
73,690,307
21,127,962
7,808,870
8,555,130
TSMC Nanjing Company Limited
28,848,883
78,586,631
32,369,519
46,217,112
26,869,700
11,650,999
12,283,446
VisEra Technologies Company Ltd.
2,932,991
15,089,175
6,172,601
8,916,574
9,029,178
2,707,262
2,165,280
4.96
NA
NA
7.24
27,349,335
55,001,765
1,464
55,000,301
1,815,177
1,809,507
1,804,174
1.83
315,040,816
563,292,007
188,652,601
374,639,406
3,674,656
1,303,742
1,303,742
115,281.46
8.3.4 Other Necessary Supplement: None.
8.2 Status of TSMC Common Shares and ADRs Acquired, Disposed of, and Held by Subsidiaries: None.
8.3 Special Notes
8.3.1 Private Placement Securities in 2021 and as of the Date of this Annual Report: None.
8.3.2 The Listing of Penalties, Major Deficits, and State of Any Efforts to Make Improvements, Arising from Any Legal
Penalties Imposed by Regulatory Authorities on the Company or Its Employees, or any Company Punishment
toward Employees for Violating Internal Control Rules, Where Such Penalties or Punishments May Have Material
Impacts on Shareholders’ Interests or Securities Prices, in 2021 and as of the Date of this Annual Report: None.
8.3.3 Any Events in 2021 and as of the Date of this Annual Report that Had Material Impacts on Shareholders’
Interests or Securities Prices as Stated in Item 3 Paragraph 2 of Article 36 of Securities and Exchange Act of
Taiwan: None.
TSMC Arizona Corporation
21
146,673,748
130,006,052
16,667,696
Japan Advanced Semiconductor
Manufacturing, Inc.
694,930
1,389,946
6,392
1,383,554
0
0
(4,250,082)
(4,810,127)
(10,641.98)
(6,426)
(6,426)
(1,939.97)
TSMC Technology, Inc.
0.03
1,855,101
1,019,213
835,888
2,835,329
135,010
78,921
7,892,068.10
TSMC Design Technology Canada Inc.
VentureTech Alliance Fund II, L.P.
VentureTech Alliance Fund III, L.P.
Growth Fund Limited
Emerging Fund L.P.
53,131
96,507
2,673,845
72,057
296,408
367,130
108,239
282,753
219,604
286,491
88,364
0
0
0
0
278,766
108,239
282,753
219,604
286,491
297,228
1,829
0
0
27,021
(729)
(8,978)
(1,217)
25,324
(1,073)
(8,978)
(1,217)
109
(10,015)
(10,015)
11.01
NA
NA
NA
NA
170
171
Contact Information
Taiwan
Corporate Headquarters & Fab 12A
8, Li-Hsin Rd. 6, Hsinchu Science Park, Hsinchu 300-096, Taiwan, R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5637000
R&D Center & Fab 12B
168, Park Ave. 2, Hsinchu Science Park, Hsinchu 300-091, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-6687827
Fab 2, Fab 5
121, Park Ave. 3, Hsinchu Science Park, Hsinchu 300-096, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5781546
Fab 3
9, Creation Rd. 1, Hsinchu Science Park, Hsinchu 300-092, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5781548
Fab 6
1, Nan-Ke North Rd., Southern Taiwan Science Park, Tainan 741-014,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5052057
Fab 8
25, Li-Hsin Rd., Hsinchu Science Park, Hsinchu 300-094, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5662051
Fab 14A
1-1, Nan-Ke North Rd., Southern Taiwan Science Park,
Tainan 741-014, Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5051262
Fab 14B
17, Nan-Ke 9th Rd., Southern Taiwan Science Park, Tainan 741-014,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5055217
Fab 15A
1, Keya Rd. 6, Central Taiwan Science Park, Taichung 428-303, Taiwan,
R.O.C.
Tel: +886-4-27026688 Fax: +886-4-25607548
Asia
TSMC China Company Limited
4000, Wen Xiang Road, Songjiang, Shanghai, China
Postcode: 201616
Tel: +86-21-57768000 Fax: +86-21-57762525
TSMC Nanjing Company Limited
16, Zifeng Road, Pukou Economic Development Zone, Nanjing,
Jiangsu Province, China
Postcode: 211806
Tel: +86-25-57668000 Fax: +86-25-57712395
TSMC Korea Limited
Rm 2104-2105 west, Hanshin Inter Valley 24 Building, 322,
Teheran-ro, Gangnam-gu, Seoul 06211, Korea
Tel: +82-2-20511688
TSMC Japan Limited
21F, Queen’s Tower C, 2-3-5, Minatomirai, Nishi-ku, Yokohama,
Kanagawa, 220-6221, Japan
Tel: +81-45-6820670
Fab 15B
1, Xinke Rd., Central Taiwan Science Park, Taichung 407-728, Taiwan,
R.O.C.
Tel: +886-4-27026688 Fax: +886-4-24630372
Fab 18A
8, Beiyuan Rd. 2, Southern Taiwan Science Park, Tainan 745-093,
Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5050363
Fab 18B
8, Beiyuan Rd. 2, Southern Taiwan Science Park, Tainan 745-093,
Taiwan, R.O.C.
Tel: +886-6-5056688
Advanced Backend Fab 1
6, Creation Rd. 2, Hsinchu Science Park, Hsinchu 300-093, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-5773628
Advanced Backend Fab 2
1-1, Nan-Ke North Rd., Southern Taiwan Science Park,
Tainan 741-014, Taiwan, R.O.C.
Tel: +886-6-5056688 Fax: +886-6-5051262
Advanced Backend Fab 3
101, Longyuan 6th Rd., Longtan Dist., Taoyuan City 325-002, Taiwan,
R.O.C.
Tel: +886-3-5636688 Fax: +886-3-4804250
Advanced Backend Fab 5
5, Keya W. Rd., Central Taiwan Science Park, Taichung 428-303,
Taiwan, R.O.C.
Tel: +886-4-27026688 Fax: +886-4-25609631
Advanced Backend Fab 6
No.1, Kezhuan 1st Rd., Zhunan Township, Miaoli County 350-012
Taiwan, R.O.C.
VisEra Technologies Company Limited
12, Dusing Rd. 1, Hsinchu Science Park, Hsinchu 300-096, Taiwan,
R.O.C.
Tel: +886-3-6668788 Fax: +886-3-6662858
TSMC Design Technology Japan, Inc.
10F, Minatomirai Grand Central Tower, 4-6-2, Minatomirai,
Nishi-ku, Yokohama, Kanagawa, 220-0012, Japan
Tel: +81-45-6644500
TSMC Japan 3DIC R&D Center, Inc.
2F, 7D Bldg., West, 16-1 Onogawa, Tsukuba, Ibaraki, 305-8569,
Japan
Tel: +81 45 682 0670
Japan Advanced Semiconductor Manufacturing, Inc.
6F, Shimotori NS Building 1-3-8 Shimotori, Chuo-ku, Kumamoto-shi,
Kumamoto 860-0807, Japan
Europe/North America
TSMC Europe B.V.
World Trade Center, Zuidplein 60, 1077 XV Amsterdam,
The Netherlands
Tel: +31-20-3059900
TSMC Design Technology Canada Inc.
1000 Innovation Drive, Suite 400, Kanata, ON K2K 3E7, Canada
Tel: +613-576-1990
TSMC North America
2851 Junction Avenue, San Jose, CA 95134, U.S.A.
Tel: +1-408-3828000 Fax: +1-408-3828008
TSMC Technology, Inc
TTI
2851 Junction Avenue, San Jose, CA 95134, U.S.A.
Tel: +1-408-3828000
WaferTech, LLC
5509 N.W. Parker Street, Camas, WA 98607-9299, U.S.A.
Tel: +1-360-8173000 Fax: +1-360-8173009
TSMC Arizona Corporation
2510 W. Dunlap Avenue, #600, Phoenix, AZ 85021, U.S.A.
Tel: +1 602-567-1688
TSMC Spokesperson
Name: Wendell Huang
Title: Vice President & CFO
Tel: +886-3-5636688 Fax: +886-3-5637000
Email: press@tsmc.com
TSMC Deputy Spokesperson
Name: Nina Kao
Title: Head of PR Department
Tel: +886-3-5636688 Fax: +886-3-5637000
Email: press@tsmc.com
Auditors
Company: Deloitte & Touche
Auditors: Mei-Yen Chiang, Shang-Chih Lin
Address: 20F, No. 100, Songren Rd., Xinyi Dist.,Taipei 110-016,
Taiwan, R.O.C.
Tel: +886-2-27259988 Fax: +886-2-40516888
Website: http://www.deloitte.com.tw
Common Share Transfer Agent and Registrar
Company: The Transfer Agency Department of CTBC Bank
Address: 5F, 83, Sec. 1, Chung-Ching S. Rd., Taipei 100-003, Taiwan
R.O.C.
Tel: +886-2-66365566 Fax: +886-2-23116723
Website: http://www.ctbcbank.com
ADR Depositary Bank
Company: Citibank, N.A.
Depositary Receipts Services
Address: 388 Greenwich Street, New York, NY 10013, U.S.A.
Website: http://www.citi.com/dr
Tel: +1-877-2484237 (toll free)
Tel: +1-781-5754555 (out of US) Fax: +1-201-3243284
E-mail: citibank@shareholders-online.com
TSMC’s depositary receipts of the common shares are listed on New
York Stock Exchange (NYSE) under the symbol TSM. The information
relating to TSM is available at http://www.nyse.com and http://mops.
twse.com.tw
“TSMC”, “tsmc”, “Open Innovation Platform”, “Open Innovation”, “GIGAFAB”, “CoWoS”, “TSMC-SoIC”, “3DFabric”, “TSMC 3DFabric” and “N12e” are some of TSMC’s registered and/or
pending trademarks used by the Company in various jurisdictions, including Taiwan. All rights reserved.
Copyright © 2021 by Taiwan Semiconductor Manufacturing Company, Ltd. All rights reserved.
https://www.tsmc.com
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TSE: 2330
NYSE: TSM
TSMC Annual Report 2021 (II )
Financial Statements
Taiwan Stock Exchange Market Observation Post System: https://mops.twse.com.tw
TSMC annual report is available at https://investor.tsmc.com/english/annual-reports
Printed on March 12, 2022
115
1
1
115
115
1
Independent Auditors’ Report
Independent Auditors’ Report
Years Ended December 31, 2021 and 2020 and
Parent Company Only Financial Statements for the
Years Ended December 31, 2021 and 2020 and
Parent Company Only Financial Statements for the
Independent Auditors’ Report
Years Ended December 31, 2021 and 2020 and
Consolidated Financial Statements for the
Independent Auditors’ Report
Years Ended December 31, 2021 and 2020 and
Consolidated Financial Statements for the
Contents
Contents
Contents
Contents
Consolidated Financial Statements for the
Years Ended December 31, 2021 and 2020 and
Independent Auditors’ Report
Consolidated Financial Statements for the
Years Ended December 31, 2021 and 2020 and
Independent Auditors’ Report
Parent Company Only Financial Statements for the
Years Ended December 31, 2021 and 2020 and
Parent Company Only Financial Statements for the
Years Ended December 31, 2021 and 2020 and
Independent Auditors’ Report
Independent Auditors’ Report
115
1
1
115
Independent Auditors’ Report
Years Ended December 31, 2021 and 2020 and
Parent Company Only Financial Statements for the
Independent Auditors’ Report
Years Ended December 31, 2021 and 2020 and
Consolidated Financial Statements for the
Contents
Contents
Consolidated Financial Statements for the
Years Ended December 31, 2021 and 2020 and
Independent Auditors’ Report
Parent Company Only Financial Statements for the
Years Ended December 31, 2021 and 2020 and
Independent Auditors’ Report
115
1
1
115
115
1
Independent Auditors’ Report
Independent Auditors’ Report
Years Ended December 31, 2021 and 2020 and
Parent Company Only Financial Statements for the
Years Ended December 31, 2021 and 2020 and
Parent Company Only Financial Statements for the
Independent Auditors’ Report
Years Ended December 31, 2021 and 2020 and
Consolidated Financial Statements for the
Independent Auditors’ Report
Years Ended December 31, 2021 and 2020 and
Consolidated Financial Statements for the
115
1
Independent Auditors’ Report
Years Ended December 31, 2021 and 2020 and
Parent Company Only Financial Statements for the
Independent Auditors’ Report
Years Ended December 31, 2021 and 2020 and
Consolidated Financial Statements for the
Contents
Contents
Contents
Taiwan Semiconductor Manufacturing
Company Limited and Subsidiaries
Consolidated Financial Statements for the
Years Ended December 31, 2021 and 2020 and
Independent Auditors’ Report
- 1 -
- 1 -
- 2 -
REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of Taiwan
Semiconductor Manufacturing Company Limited as of and for the year ended December 31, 2021,
under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports
and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in
the consolidated financial statements prepared in conformity with the International Financial
Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required
to be disclosed in the combined financial statements is included in the consolidated financial
statements. Consequently, Taiwan Semiconductor Manufacturing Company Limited and
Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
By
MARK LIU
Chairman
February 15, 2022
- 3 -
- 3 -
- 4 -
Key audit matter for the Company’s consolidated financial statements for the year ended December
31, 2021 is stated as follows:
Property, plant and equipment (PP&E) – commencement of depreciation related to PP&E classified
as equipment under installation and construction in progress (EUI/CIP)
Refer to Notes 4, 5 and 14 to the consolidated financial statements.
The Company’s evaluation of when to commence depreciation of EUI/CIP involves determining
when the assets are available for their intended use. The criteria the Company uses to determine
whether EUI/CIP are available for their intended use involves subjective judgments and
assumptions about the conditions necessary for the assets to be capable of operating in the intended
manner. Changes in these assumptions could have a significant impact on when depreciation is
recognized.
Given the subjectivity in determining the date to commence depreciation of EUI/CIP, performing
audit procedures to evaluate the reasonableness of the Company’s judgments and assumptions
required a high degree of auditor judgment. Consequently, the validity of commencement of
depreciation related to PP&E classified as EUI/CIP is identified as a key audit matter.
Our audit procedures related to the evaluation of when to commence depreciation of EUI/CIP
included the following, among others:
1. We read the Company’s policy and understood the criteria used to determine when to
commence depreciation.
2. We tested the effectiveness of the controls over the evaluation of when to commence
depreciation of EUI/CIP.
3. We sampled the year-end balance of EUI/CIP and performed the following for each selection:
a. Evaluated whether the selection did not meet the criteria specified by the Company for
commencement of depreciation.
b. Observed the assets and evaluated their status.
4. We sampled and evaluated whether the selection of EUI/CIP met the criteria specified by the
Company for commencement of depreciation during the year.
5. We sampled and evaluated whether the selection of EUI/CIP met the criteria specified by the
Company for commencement of depreciation subsequent to year end.
Other Matter
We have also audited the parent company only financial statements of Taiwan Semiconductor
Manufacturing Company Limited as of and for the years ended December 31, 2021 and 2020 on
which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with the Regulations Governing the Preparation of Financial Reports by
Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial
Supervisory Commission of the Republic of China, and for such internal control as management
- 5 -
- 5 -
determines is necessary to enable the preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for
overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards
generally accepted in the Republic of China will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of
China, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
1.
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditors’ report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
- 6 -
- 6 -
- 7 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Note 9)
Hedging financial assets (Note 10)
Notes and accounts receivable, net (Note 11)
Receivables from related parties (Note 33)
Other receivables from related parties (Note 33)
Inventories (Notes 5 and 12)
Other financial assets (Note 34)
Other current assets
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Note 9)
Investments accounted for using equity method (Note 13)
Property, plant and equipment (Notes 5 and 14)
Right-of-use assets (Notes 5 and 15)
Intangible assets (Notes 5 and 16)
Deferred income tax assets (Notes 5 and 26)
Refundable deposits
Other noncurrent assets
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans (Notes 17 and 30)
Financial liabilities at fair value through profit or loss (Note 7)
Hedging financial liabilities (Note 10)
Accounts payable
Payables to related parties (Note 33)
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors and supervisors (Note 29)
Payables to contractors and equipment suppliers
Cash dividends payable (Note 21)
Income tax payable (Notes 5 and 26)
Long-term liabilities - current portion (Notes 18, 19 and 30)
Accrued expenses and other current liabilities (Notes 5, 15, 22, 30 and 33)
Total current liabilities
NONCURRENT LIABILITIES
Bonds payable (Notes 18 and 30)
Long-term bank loans (Notes 19 and 30)
Deferred income tax liabilities (Notes 5 and 26)
Lease liabilities (Notes 5, 15 and 30)
Net defined benefit liability (Note 20)
Guarantee deposits
Others (Note 22)
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Note 21)
Capital surplus (Note 21)
Retained earnings (Note 21)
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Others (Note 21)
December 31, 2021
Amount
%
December 31, 2020
Amount
%
$ 1,064,990,192
159,048
119,519,251
3,773,571
13,468
197,586,109
715,324
61,531
193,102,321
16,630,611
10,521,481
29
-
3
-
-
5
-
-
5
1
-
$ 660,170,647
2,259,412
122,448,453
6,597,992
47
145,480,272
558,131
50,645
137,353,407
10,676,111
6,590,191
24
-
5
-
-
5
-
-
5
1
-
1,607,072,907
43
1,092,185,308
40
5,887,892
1,533,391
21,963,418
1,975,118,704
32,734,537
26,821,697
49,153,886
2,624,854
2,592,169
-
-
1
53
1
1
1
-
-
4,514,940
4,372,207
18,841,061
1,555,589,120
27,728,382
25,768,179
25,958,184
1,343,001
4,411,023
-
-
1
56
1
1
1
-
-
2,118,430,548
57
1,668,526,097
60
$ 3,725,503,455
100
$ 2,760,711,405
100
$ 114,921,333
681,914
9,642
47,285,603
1,437,186
23,802,100
36,524,741
145,742,148
142,617,093
59,647,152
4,566,667
162,267,779
$
3
-
-
1
-
1
1
4
4
2
-
4
88,559,026
94,128
1,169
38,987,284
2,107,718
20,071,241
35,681,046
157,804,961
129,651,902
53,909,313
2,600,000
87,683,260
3
-
-
1
-
1
1
6
5
2
-
3
739,503,358
20
617,151,048
22
610,070,652
3,309,131
1,873,877
20,764,214
11,036,879
686,762
167,525,377
16
-
-
1
-
-
5
254,105,084
1,967,611
1,729,941
20,560,649
11,914,074
265,599
2,395,400
9
-
-
1
1
-
-
815,266,892
22
292,938,358
11
1,554,770,250
42
910,089,406
33
259,303,805
64,761,602
7
2
259,303,805
56,347,243
9
2
311,146,899
59,304,212
1,536,378,550
1,906,829,661
8
2
41
51
311,146,899
42,259,146
1,235,280,036
1,588,686,081
(62,608,515)
(2)
(54,679,873)
11
2
45
58
(2)
Equity attributable to shareholders of the parent
2,168,286,553
58
1,849,657,256
67
NON - CONTROLLING INTERESTS
Total equity
TOTAL
The accompanying notes are an integral part of the consolidated financial statements.
- 8 -
- 8 -
2,446,652
-
964,743
-
2,170,733,205
58
1,850,621,999
67
$ 3,725,503,455
100
$ 2,760,711,405
100
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2021
2020
Amount
%
Amount
%
NET REVENUE (Notes 5, 22, 33 and 38)
$1,587,415,037 100
$1,339,254,811 100
COST OF REVENUE (Notes 5, 12, 29 and 33)
767,877,771 48
628,124,691 47
GROSS PROFIT
819,537,266 52
711,130,120 53
OPERATING EXPENSES (Notes 5, 29 and 33)
Research and development
General and administrative
Marketing
124,734,755
36,929,588
7,558,591
8
2
1
109,486,089
28,457,593
7,112,867
8
2
1
Total operating expenses
169,222,934 11
145,056,549 11
OTHER OPERATING INCOME AND EXPENSES,
NET (Notes 14, 15 and 29)
(333,435)
-
710,127
-
INCOME FROM OPERATIONS (Note 38)
649,980,897 41
566,783,698 42
NON-OPERATING INCOME AND EXPENSES
Share of profits of associates
Interest income (Note 23)
Other income
Foreign exchange gain (loss), net (Note 36)
Finance costs (Note 24)
Other gains and losses, net (Note 25)
5,603,084
5,708,765
973,141
13,662,655
(5,414,218)
(7,388,010)
Total non-operating income and expenses
13,145,417
-
-
-
1
-
-
1
3,592,818
9,018,400
660,607
(3,303,298)
(2,081,455)
10,106,410
17,993,482
-
1
-
-
-
1
2
INCOME BEFORE INCOME TAX
663,126,314 42
584,777,180 44
INCOME TAX EXPENSE (Notes 5 and 26)
66,053,180
4
66,619,098
5
NET INCOME
597,073,134 38
518,158,082 39
OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 5, 20, 21 and 26)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit obligation
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
Gain (loss) on hedging instruments
242,079
-
(3,516,749)
(1)
1,900,797
(41,416)
-
-
423,697
24,085
-
-
(Continued)
- 9 -
- 9 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
Share of other comprehensive loss of associates
Income tax benefit (expense) related to items that
will not be reclassified subsequently
Items that may be reclassified subsequently to profit
or loss:
Exchange differences arising on translation of
2021
2020
Amount
%
Amount
%
$
(30,194)
-
$
(11,604)
-
(85,269)
1,985,997
-
-
422,663
(2,657,908)
-
(1)
foreign operations
(6,181,830)
(1)
(29,847,196)
(2)
Unrealized gain/(loss) on investments in debt
instruments at fair value through other
comprehensive income
Gain on hedging instruments
Share of other comprehensive loss of associates
Income tax expense related to items that may be
reclassified subsequently
Other comprehensive loss for the year, net of
income tax
TOTAL COMPREHENSIVE INCOME FOR THE
(3,431,791)
131,535
(119,997)
-
-
-
2,466,711
-
(283,409)
-
-
-
(3,370)
(9,605,453)
-
(1)
-
(27,663,894)
-
(2)
(7,619,456)
(1)
(30,321,802)
(3)
YEAR
$ 589,453,678 37
$ 487,836,280 36
NET INCOME ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
$ 596,540,013 38
-
533,121
$ 517,885,387 39
-
272,695
$ 597,073,134 38
$ 518,158,082 39
$ 588,918,059 37
-
535,619
$ 487,563,478 36
-
272,802
$ 589,453,678 37
$ 487,836,280 36
EARNINGS PER SHARE (NT$, Note 27)
Basic earnings per share
Diluted earnings per share
$
$
23.01
23.01
$
$
19.97
19.97
The accompanying notes are an integral part of the consolidated financial statements.
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T
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
2021
2020
$ 663,126,314 $ 584,777,180
Depreciation expense
Amortization expense
Expected credit losses recognized (reversal) on investments in debt
instruments
Finance costs
Share of profits of associates
Interest income
Share-based compensation
Loss (gain) on disposal or retirement of property, plant and
equipment, net
Loss on disposal or retirement of intangible assets, net
Impairment loss on property, plant and equipment
Gain on financial instruments at fair value through profit or loss, net
Gain on disposal of investments in debt instruments at fair value
through other comprehensive income, net
Gain on foreign exchange, net
Dividend income
Others
Changes in operating assets and liabilities:
Financial instruments at fair value through profit or loss
Notes and accounts receivable, net
Receivables from related parties
Other receivables from related parties
Inventories
Other financial assets
Other current assets
Accounts payable
Payables to related parties
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to
directors and supervisors
Accrued expenses and other current liabilities
Other noncurrent liabilities
Net defined benefit liability
Cash generated from operations
Income taxes paid
414,187,700
8,207,169
324,538,443
7,186,248
(2,735)
5,414,218
(5,603,084)
(5,708,765)
7,788
3,672
2,081,455
(3,592,818)
(9,018,400)
6,612
273,627
1,228
274,388
-
(188,863)
599
10,159
(3,005)
(93,229)
(16,115,936)
(362,310)
(414,219)
(1,439,420)
(1,372,610)
(637,575)
13,554
2,649,244
(52,105,823)
(157,193)
(10,886)
(55,748,914)
(8,236,897)
(3,899,043)
8,298,319
(670,532)
3,730,859
(2,965,270)
(8,082,708)
303,939
7,588
(54,372,211)
1,389,493
(1,358,129)
404,607
672,818
3,798,888
843,695
84,322,721
154,085,985
(635,116)
1,195,658,573
(83,497,851)
12,032,143
20,617,359
-
(785,171)
874,028,577
(51,362,365)
Net cash generated by operating activities
1,112,160,722
822,666,212
(Continued)
- 12 -
- 12 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2021
2020
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Financial assets at fair value through other comprehensive income
Financial assets at amortized cost
Property, plant and equipment
Intangible assets
$ (255,888,679) $ (262,637,496)
(4,302,770)
(507,238,722)
(9,542,387)
(3,799,737)
(839,195,708)
(9,040,751)
Proceeds from disposal or redemption of:
Financial instruments at fair value through profit or loss - debt
instruments
Financial assets at fair value through other comprehensive income
Financial assets at amortized cost
Property, plant and equipment
Proceeds from return of capital of investments in equity instruments at
fair value through other comprehensive income
Derecognition of hedging financial instruments
Interest received
Proceeds from government grants - property, plant and equipment
Proceeds from government grants - others
Other dividends received
Dividends received from investments accounted for using equity
method
Increase in prepayments for leases
Refundable deposits paid
Refundable deposits refunded
-
254,604,537
9,368,275
390,364
30,049
266,931,916
285,210
606,732
115,627
276,261
5,990,948
821,312
6,605
362,310
51,052
(308,776)
9,775,120
1,044,327
25,369
735,081
2,136,426
(1,200,000)
(1,997,337)
683,684
2,752,043
(4,693,416)
(726,883)
1,431,837
Net cash used in investing activities
(836,365,863)
(505,781,714)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term loans
Proceeds from short-term bills payable
Repayments of short-term bills payable
Proceeds from issuance of bonds
Repayment of bonds
Proceeds from long-term bank loans
Payments for transaction costs attributable to the issuance of bonds
Repayment of the principal portion of lease liabilities
Interest paid
Guarantee deposits received
Guarantee deposits refunded
Cash dividends
Disposal of ownership interests in subsidiaries (without losing control)
Donation from shareholders
Decrease in non-controlling interests
35,668,397
-
-
364,592,792
(2,600,000)
1,510,000
(737,724)
(1,985,338)
(3,833,633)
469,041
(36,763)
(265,786,399)
9,451,798
11,282
(115,015)
Net cash generated by (used in) financing activities
136,608,438
(31,571,567)
7,485,303
(7,500,000)
236,725,675
(31,800,000)
2,000,000
(390,730)
(2,615,708)
(1,781,097)
145,633
(16,060)
(259,303,805)
-
7,269
-
(88,615,087)
(Continued)
- 13 -
- 13 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
2021
2020
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
$
(7,583,752) $
(23,498,100)
NET INCREASE IN CASH AND CASH EQUIVALENTS
404,819,545
204,771,311
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
660,170,647
455,399,336
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 1,064,990,192 $ 660,170,647
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 14 -
- 14 -
Taiwan Semiconductor Manufacturing Company Limited and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. GENERAL
Taiwan Semiconductor Manufacturing Company Limited (TSMC), a Republic of China (R.O.C.)
corporation, was incorporated on February 21, 1987. TSMC is a dedicated foundry in the semiconductor
industry which engages mainly in the manufacturing, sales, packaging, testing and computer-aided design
of integrated circuits and other semiconductor devices and the manufacturing of masks.
On September 5, 1994, TSMC’s shares were listed on the Taiwan Stock Exchange (TWSE). On October 8,
1997, TSMC listed some of its shares of stock on the New York Stock Exchange (NYSE) in the form of
American Depositary Shares (ADSs).
The address of its registered office and principal place of business is No. 8, Li-Hsin Rd. 6, Hsinchu Science
Park, Taiwan. The principal operating activities of TSMC’s subsidiaries are described in Note 4.
2. THE AUTHORIZATION OF FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved and authorized for issue by the Board
of Directors on February 15, 2022.
3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING
STANDARDS
a. Initial application of the amendments to the International Financial Reporting Standards (IFRS),
International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC)
(collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did
not have a significant effect on the accounting policies of TSMC and its subsidiaries (collectively as the
“Company”).
b. Amendments to the IFRSs issued by International Accounting Standards Board (IASB) and endorsed by
the FSC with effective date starting 2022
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Annual Improvements to IFRS Standards 2018 - 2020 Cycle
Amendments to IFRS 3 “Reference to the Conceptual Framework”
Amendments to IAS 16 “Property, Plant and Equipment(cid:289)(cid:302)(cid:289)Proceeds
January 1, 2022
January 1, 2022
January 1, 2022
before Intended Use”
Amendments to IAS 37 “Onerous Contracts-Cost of Fulfilling a
January 1, 2022
Contract”
- 15 -
- 15 -
c. The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
To be determined by IASB
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or
January 1, 2023
Non-current”
Amendments to IAS 1 “Disclosure of Accounting Policies”
Amendments to IAS 8 “Definition of Accounting Estimates”
Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
January 1, 2023
January 1, 2023
January 1, 2023
As of the date the accompanying consolidated financial statements were authorized for issue, the
Company continues in evaluating the impact on its financial position and financial performance from
the initial adoption of the aforementioned standards or interpretations and related applicable period. The
related impact will be disclosed when the Company completes its evaluation.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For the convenience of readers, the accompanying consolidated financial statements have been translated
into English from the original Chinese version prepared and used in the R.O.C. If there is any conflict
between the English version and the original Chinese version or any difference in the interpretation of the
two versions, the Chinese-language consolidated financial statements shall prevail.
Statement of Compliance
The accompanying consolidated financial statements have been prepared in conformity with the
Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed
by the FSC with the effective dates (collectively, “Taiwan-IFRSs”).
Basis of Preparation
The accompanying consolidated financial statements have been prepared on the historical cost basis except
for financial instruments that are measured at fair values, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for the assets.
Basis of Consolidation
The basis for the consolidated financial statements
The consolidated financial statements incorporate the financial statements of TSMC and entities controlled
by TSMC (its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of
comprehensive income from the effective date of acquisition and up to the effective date of disposal, as
appropriate. Total comprehensive income of subsidiaries is attributed to the shareholders of the parent and
to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
- 16 -
- 16 -
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing
control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the
Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative
interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is recognized directly in equity and
attributed to shareholders of the parent.
When the Company loses control of a subsidiary, a gain or loss is recognized in profit or loss and is
calculated as the difference between:
a.
the aggregate of the fair value of consideration received and the fair value of any retained interest at the
date when control is lost; and
b. the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any
non-controlling interest.
The Company shall account for all amounts recognized in other comprehensive income in relation to the
subsidiary on the same basis as would be required if the Company had directly disposed of the related
assets and liabilities.
The fair value of any investment retained in the former subsidiary at the date when control is lost is
regarded as the cost on initial recognition of an investment in an associate.
The subsidiaries in the consolidated financial statements
The detail information of the subsidiaries at the end of reporting period was as follows:
Name of Investor
Name of Investee
Main Businesses and Products
Establishment
and Operating
Location
Percentage of Ownership
December 31,
2021
December 31,
2020
TSMC
TSMC North America
Sales and marketing of integrated
San Jose, California,
100%
100%
-
a), b)
100%
100%
100%
100%
100%
100%
100%
Note
-
a)
a)
a)
a)
a)
-
-
-
c)
d)
circuits and other semiconductor
devices
U.S.A.
TSMC Europe B.V. (TSMC
Customer service and supporting
Europe)
activities
TSMC Japan Limited (TSMC
Customer service and supporting
Japan)
activities
Amsterdam, the
Netherlands
Yokohama, Japan
TSMC Design Technology
Japan, Inc. (TSMC JDC)
Engineering support activities
Yokohama, Japan
TSMC Japan 3DIC R&D
Engineering support activities
Yokohama, Japan
Center, Inc. (TSMC 3DIC)
TSMC Korea Limited (TSMC
Customer service and supporting
Seoul, Korea
Korea)
activities
TSMC Partners, Ltd. (TSMC
Investing in companies involved in the
Tortola, British Virgin
Partners)
semiconductor design and
manufacturing, and other investment
activities
Islands
TSMC Global, Ltd. (TSMC
Investment activities
Tortola, British Virgin
Global)
Islands
TSMC China Company
Manufacturing, sales, testing and
Shanghai, China
Limited (TSMC China)
computer-aided design of integrated
circuits and other semiconductor
devices
100%
100%
100%
100%
100%
100%
100%
100%
TSMC Nanjing Company
Manufacturing, sales, testing and
Nanjing, China
100%
100%
Limited (TSMC Nanjing)
computer-aided design of integrated
circuits and other semiconductor
devices
VisEra Technologies Company
Research, design, development,
Hsin-Chu, Taiwan
73%
87%
Ltd. (VisEra Tech)
manufacturing, sales, packaging and
test of color filter
TSMC Arizona Corporation
(TSMC Arizona)
Manufacturing, sales and testing of
integrated circuits and other
semiconductor devices
Phoenix, Arizona,
100%
100%
U.S.A.
Japan Advanced
Semiconductor
Manufacturing, Inc. (JASM)
Manufacturing, sales, testing and
Kumamoto, Japan
100%
-
a), e)
computer aided design of integrated
circuits and other semiconductor
devices
VentureTech Alliance Fund II,
Investing in technology start-up
Cayman Islands
L.P. (VTAF II)
companies
VentureTech Alliance Fund III,
Investing in technology start-up
Cayman Islands
L.P. (VTAF III)
companies
Emerging Fund L.P. (Emerging
Investing in technology start-up
Cayman Islands
Fund)
companies
98%
98%
99.9%
98%
98%
-
a)
a)
a), f)
(Continued)
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Name of Investor
Name of Investee
Main Businesses and Products
Establishment
and Operating
Location
Percentage of Ownership
December 31,
2021
December 31,
2020
TSMC Partners
TSMC Development
TSMC Development, Inc.
(TSMC Development)
TSMC Technology, Inc.
(TSMC Technology)
TSMC Design Technology
Canada Inc. (TSMC Canada)
WaferTech, LLC (WaferTech)
Investing in companies involved in
semiconductor manufacturing
Delaware, U.S.A.
Engineering support activities
Delaware, U.S.A.
Engineering support activities
Ontario, Canada
Manufacturing, sales and testing of
integrated circuits and other
semiconductor devices
Washington, U.S.A.
100%
100%
100%
100%
100%
100%
100%
100%
VTAF III
Growth Fund Limited (Growth
Investing in technology start-up
Cayman Islands
100%
100%
Fund)
companies
Note
-
a)
a)
-
a)
(Concluded)
Note a: This is an immaterial subsidiary for which the consolidated financial statements are not audited by the Company’s independent auditors.
Note b: TSMC 3DIC is established in March 2021.
Note c: To facilitate VisEra’s IPO in Taiwan, 39,501 thousand common shares of VisEra at a price of NT$240 were sold by TSMC and an increase of NT$8,406,282 thousand in capital surplus
was recognized. TSMC’s shareholding in VisEra decreased from 87% to 73%. This disposal was accounted for as an equity transaction since the transaction did not change TSMC’s
control over VisEra.
Note d: Under the terms of the development agreement entered into between TSMC Arizona and the City of Phoenix, the City of Phoenix commits approximately US$205 million toward various
public infrastructure projects in the area of the proposed manufacturing facility, conditioned on TSMC Arizona’s achieving a minimum project scale with defined spending and
job-creation thresholds.
Note e:
JASM is established in December 2021 and has increased its capital in January 2022. After the increase in capital, TSMC’s shareholding in JASM decreased from 100% to 81%. This
transaction was accounted for as an equity transaction since the transaction did not change TSMC’s control over JASM.
Note f: Emerging fund is established in January 2021.
Foreign Currencies
The financial statements of each individual consolidated entity were expressed in the currency which
reflected its primary economic environment (functional currency). The functional currency of TSMC and
presentation currency of the consolidated financial statements are both New Taiwan Dollars (NT$). In
preparing the consolidated financial statements, the operating results and financial positions of each
consolidated entity are translated into NT$.
In preparing the financial statements of each individual consolidated entity, transactions in currencies other
than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing
at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at that date. Such exchange differences are recognized in
profit or loss in the year in which they arise. Non-monetary items measured at fair value that are
denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was
determined. Exchange differences arising on the retranslation of non-monetary items are included in profit
or loss for the year except for exchange differences arising on the retranslation of non-monetary items in
respect of which gains and losses are recognized directly in other comprehensive income, in which case, the
exchange differences are also recognized directly in other comprehensive income. Non-monetary items that
are measured in terms of historical cost in foreign currencies are not retranslated.
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Company’s
foreign operations are translated into NT$ using exchange rates prevailing at the end of each reporting
period. Income and expense items are translated at the average exchange rates for the period. Exchange
differences arising, if any, are recognized in other comprehensive income and accumulated in equity
(attributed to non-controlling interests as appropriate).
Classification of Current and Noncurrent Assets and Liabilities
Current assets are assets held for trading purposes and assets expected to be converted to cash, sold or
consumed within one year from the end of the reporting period. Current liabilities are obligations incurred
for trading purposes and obligations expected to be settled within one year from the end of the reporting
period. Assets and liabilities that are not classified as current are noncurrent assets and liabilities,
respectively.
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Cash Equivalents
Cash equivalents, for the purpose of meeting short-term cash commitments, consist of highly liquid time
deposits and investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
Financial Instruments
Financial assets and liabilities shall be recognized when the Company becomes a party to the contractual
provisions of the instruments.
Financial assets and liabilities are initially recognized at fair values. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognized immediately in profit or loss.
Financial Assets
The classification of financial assets depends on the nature and purpose of the financial assets and is
determined at the time of initial recognition. Regular way purchases or sales of financial assets are
recognized and derecognized on a trade date or settlement date basis for which financial assets were
classified in the same way, respectively. Regular way purchases or sales are purchases or sales of financial
assets that require delivery of assets within the time frame established by regulation or convention in the
marketplace.
a. Category of financial assets and measurement
Financial assets are classified into the following categories: financial assets at FVTPL, investments in
debt instruments and equity instruments at FVTOCI, and financial assets at amortized cost.
1) Financial asset at FVTPL
For certain financial assets which include debt instruments that do not meet the criteria of amortized
cost or FVTOCI, it is mandatorily required to measure them at FVTPL. Any gain or loss arising
from remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or loss
incorporates any interest earned on the financial asset.
2) Investments in debt instruments at FVTOCI
Debt instruments with contractual terms specifying that cash flows are solely payments of principal
and interest on the principal amount outstanding, together with objective of collecting contractual
cash flows and selling the financial assets, are measured at FVTOCI.
Interest income calculated using the effective interest method, foreign exchange gains and losses
and impairment gains or losses on investments in debt instruments at FVTOCI are recognized in
profit or loss. Other changes in the carrying amount of these debt instruments are recognized in
other comprehensive income and will be reclassified to profit or loss when these debt instruments
are disposed.
3) Investments in equity instruments at FVTOCI
On initial recognition, the Company may irrevocably designate investments in equity investments
that is not held for trading as at FVTOCI.
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Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains
and losses arising from changes in fair value recognized in other comprehensive income and
accumulated in other equity.
Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss
when the Company’s right to receive the dividends is established, unless the Company’s rights
clearly represent a recovery of part of the cost of the investment.
4) Measured at amortized cost
Cash and cash equivalents, debt instrument investments, notes and accounts receivable (including
related parties), other receivables and refundable deposits are measured at amortized cost.
Debt instruments with contractual terms specifying that cash flows are solely payments of principal
and interest on the principal amount outstanding, together with objective of holding financial assets
in order to collect contractual cash flows, are measured at amortized cost.
Subsequent to initial recognition, financial assets measured at amortized cost are measured at
amortized cost, which equals to carrying amount determined by the effective interest method less
any impairment loss.
b. Impairment of financial assets
At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial
assets at amortized cost (including accounts receivable) and for investments in debt instruments that are
measured at FVTOCI.
The loss allowance for accounts receivable is measured at an amount equal to lifetime expected credit
losses. For financial assets at amortized cost and investments in debt instruments that are measured at
FVTOCI, when the credit risk on the financial instrument has not increased significantly since initial
recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from
possible default events of a financial instrument within 12 months after the reporting date. If, on the
other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance
is recognized at an amount equal to expected credit loss resulting from all possible default events over
the expected life of a financial instrument.
The Company recognizes an impairment loss in profit or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance account, except for
investments in debt instruments that are measured at FVTOCI, for which the loss allowance is
recognized in other comprehensive income and does not reduce the carrying amount of the financial
asset.
c. Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the
financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards
of ownership of the financial asset to another entity.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable and the cumulative gain or
loss that had been recognized in other comprehensive income is recognized in profit or loss. However,
on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss that
had been recognized in other comprehensive income is transferred directly to retained earnings, without
recycling through profit or loss.
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Financial Liabilities and Equity Instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity
in accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are subsequently measured either at amortized cost using effective interest method or at
FVTPL.
Financial liabilities are classified as at fair value through profit or loss when the financial liability is either
held for trading or is designated as at fair value through profit or loss.
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses
arising on remeasurement recognized in profit or loss.
Financial liabilities other than those held for trading purposes and designated as at FVTPL are subsequently
measured at amortized cost at the end of each reporting period.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount of the financial liability
derecognized and the consideration paid and payable is recognized in profit or loss.
Derivative Financial Instruments
Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of each reporting period. The
resulting gain or loss is recognized in profit or loss immediately unless the derivative financial instrument is
designated and effective as a hedging instrument, in which event the timing of the recognition in profit or
loss depends on the nature of the hedge relationship.
Hedge Accounting
a. Fair value hedge
The Company designates certain hedging instruments, such as interest rate futures contracts, to partially
hedge against the fair value change caused by interest rates fluctuation in the Company’s fixed income
investments. Changes in the fair value of hedging instruments that are designated and qualify as fair
value hedges are recognized in profit or loss immediately, together with any changes in the fair value of
the hedged items that are attributable to the hedged risk.
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b. Cash flow hedge
The Company designates certain hedging instruments, such as forward contracts, to partially hedge its
foreign exchange rate risks or interest rate risks associated with certain highly probable forecast
transactions (capital expenditures or issuance of debts). The effective portion of changes in the fair
value of hedging instruments is recognized in other comprehensive income. When forecast transactions
actually take place, the accumulated gains or losses that were recognized in other comprehensive
income are removed from equity and included in the initial cost of the hedged items, or reclassified to
finance costs of hedged items in the same period or periods during which the hedged expected future
cash flows affect profit or loss. The gains or losses from hedging instruments relating to the ineffective
portion are recognized immediately in profit or loss.
The Company prospectively discontinues hedge accounting only when the hedging relationship ceases
to meet the qualifying criteria; for instance, when the hedging instrument expires or is sold, terminated
or exercised.
Inventories
Inventories are stated at the lower of cost or net realizable value. Inventories are recorded at standard cost
and adjusted to approximate weighted-average cost at the end of the reporting period. Net realizable value
represents the estimated selling price of inventories less all estimated costs of completion and costs
necessary to make the sale.
Investments Accounted for Using Equity Method
Investments accounted for using the equity method are investments in associates.
An associate is an entity over which the Company has significant influence and that is neither a subsidiary
nor a joint venture. Significant influence is the power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over those policies.
The operating results and assets and liabilities of associates are incorporated in these consolidated financial
statements using the equity method of accounting. Under the equity method, an investment in an associate
is initially recognized in the consolidated statements of financial position at cost and adjusted thereafter to
recognize the Company’s share of profit or loss and other comprehensive income of the associate as well as
the distribution received. The Company also recognizes its share in the changes in the equities of associates.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable
assets, liabilities and contingent liabilities of an associate recognized at the date of acquisition is recognized
as goodwill, which is included within the carrying amount of the investment. Any excess of the Company’s
share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of
acquisition, after reassessment, is recognized immediately in profit or loss.
When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment
as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell)
with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the
investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of
the investment subsequently increases.
When the Company subscribes to additional shares in an associate at a percentage different from its existing
ownership percentage, the resulting carrying amount of the investment differs from the amount of the
Company’s proportionate interest in the net assets of the associate. The Company records such a difference
as an adjustment to investments with the corresponding amount charged or credited to capital surplus. If the
Company’s ownership interest is reduced due to the additional subscription to the shares of associate by other
investors, the proportionate amount of the gains or losses previously recognized in other comprehensive
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income in relation to that associate shall be reclassified to profit or loss on the same basis as would be
required if the associate had directly disposed of the related assets or liabilities.
When a consolidated entity transacts with an associate, profits and losses resulting from the transactions
with the associate are recognized in the Company’s consolidated financial statements only to the extent of
interests in the associate that are not owned by the Company.
Property, Plant and Equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated
impairment. Costs include any incremental costs that are directly attributable to the construction,
acquisition of the item of property, plant and equipment or borrowing costs eligible for capitalization.
Property, plant and equipment in the course of construction for production, supply or administrative
purposes are carried at cost, less any recognized impairment loss. Such assets are classified to the
appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation of these assets, on the same basis as other identical categories of property, plant and
equipment, commences when the assets are available for their intended use.
Depreciation is recognized so as to write off the cost of the assets less their residual values over their useful
lives, and it is computed using the straight-line method mainly over the following estimated useful lives:
land improvements - 20 years; buildings (assets used by the Company and assets subject to operating leases)
- 10 to 20 years; machinery and equipment (assets used by the Company and assets subject to operating
leases) - 5 years; and office equipment - 5 years. The estimated useful lives, residual values and
depreciation method are reviewed at the end of each reporting period, with the effect of any changes in
estimates accounted for on a prospective basis. Land is not depreciated.
An item of property, plant and equipment is derecognized upon disposal or when no future economic
benefits are expected to arise from the continued use of the assets. Any gain or loss arising on the disposal
or retirement of an item of property, plant and equipment is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognized in profit or loss.
Leases
For a contract that contains a lease component and non-lease component, the Company may elect to
account for the lease and non-lease components as a single lease component.
The Company as lessor
Rental income from operating lease is recognized on a straight-line basis over the term of the lease.
The Company as lessee
Except for payments for low-value asset leases and short-term leases (leases of machinery and equipment
and others) which are recognized as expenses on a straight-line basis, the Company recognizes right-of-use
assets and lease liabilities for all leases at the commencement date of the lease.
Right-of-use assets are measured at cost. The cost of right-of-use assets comprises the initial measurement
of lease liabilities adjusted for lease payments and initial direct costs made at or before the commencement
date, plus an estimate of costs needed to restore the underlying assets. Subsequent measurement is
calculated as cost less accumulated depreciation and accumulated impairment loss and adjusted for changes
in lease liabilities as a result of lease term modifications or other related factors. Right-of-use assets are
presented separately in the consolidated balance sheets.
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Right-of-use assets are depreciated using the straight-line method from the commencement dates to the
earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. If the lease
transfers ownership of the underlying assets to the Company by the end of the lease terms or if the cost of
right-of-use assets reflects that the Company will exercise a purchase option, the Company depreciates the
right-of-use assets from the commencement dates to the end of the useful lives of the underlying assets.
Lease liabilities are measured at the present value of the lease payments. Lease payments comprise fixed
payments, variable lease payments which depend on an index or a rate and the exercise price of a purchase
option if the Company is reasonably certain to exercise that option. The lease payments are discounted
using the lessee’s incremental borrowing rates.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with
interest expense recognized over the lease terms. When there is a change in a lease term, a change in future
lease payments resulting from a change in an index or a rate used to determine those payments, or a change
in the assessment of an option to purchase an underlying asset, the Company remeasures the lease liabilities
with a corresponding adjustment to the right-of-use assets. Lease liabilities are presented on a separate line
in the consolidated balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods
in which they are incurred.
Intangible Assets
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of
the business less accumulated impairment losses, if any.
Other intangible assets
Other separately acquired intangible assets with finite useful lives are carried at cost less accumulated
amortization and accumulated impairment losses. Amortization is recognized using the straight-line method
over the following estimated useful lives: Technology license fees - the estimated life of the technology or
the term of the technology transfer contract; software and system design costs - 3 years or contract period;
patent and others - the economic life or contract period. The estimated useful life and amortization method
are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted
for on a prospective basis.
Impairment of Tangible Assets, Right-of-use Assets and Intangible Assets
Goodwill
Goodwill is not amortized and instead is tested for impairment annually, or more frequently when there is
an indication that the cash generating unit may be impaired. For the purpose of impairment testing,
goodwill is allocated to each of the Company’s cash-generating units or groups of cash-generating units
that are expected to benefit from the synergies of the combination. If the recoverable amount of a
cash-generating unit is less than its carrying amount, the difference is allocated first to reduce the carrying
amount of any goodwill allocated to such cash generating unit and then to the other assets of the cash
generating unit pro rata based on the carrying amount of each asset in the cash generating unit. Any
impairment loss for goodwill is recognized directly in profit or loss. An impairment loss recognized for
goodwill is not reversed in subsequent periods.
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Tangible assets, right-of-use assets and other intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible assets
(property, plant and equipment), right-of-use assets and other intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When
it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and
consistent basis of allocation can be identified, corporate assets are also allocated to individual
cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for
which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount,
the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An
impairment loss is recognized immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the asset or a cash-generating unit
is increased to the revised estimate of its recoverable amount, but the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognized for
the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized immediately
in profit or loss.
Revenue Recognition
The Company recognizes revenue when performance obligations are satisfied. The performance obligations
are satisfied when customers obtain control of the promised goods, which is generally when the goods are
delivered to the customers’ specified locations.
Revenue from sale of goods is measured at the fair value of the consideration received or receivable.
Revenue is reduced for estimated customer returns, rebates and other similar allowances. Estimated sales
returns and other allowances is generally made and adjusted based on historical experience and the
consideration of varying contractual terms to recognize refund liabilities, which is classified under accrued
expenses and other current liabilities.
In principle, payment term granted to customers is due 30 days from the invoice date or 30 days from the
end of the month of when the invoice is issued. Due to the short term nature of the receivables from sale of
goods with the immaterial discounted effect, the Company measures them at the original invoice amounts
without discounting.
Employee Benefits
Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount
of the benefits expected to be paid in exchange for service rendered by employees.
Retirement benefits
For defined contribution retirement benefit plans, payments to the benefit plan are recognized as an expense
when the employees have rendered service entitling them to the contribution. For defined benefit retirement
benefit plans, the cost of providing benefit is recognized based on actuarial calculations.
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Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit
retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including
current service cost), and net interest on the net defined benefit liability (asset) are recognized as employee
benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the
return on plan assets (excluding interest), is recognized in other comprehensive income in the period in
which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in
retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability represents the actual deficit in the Company’s defined benefit plan.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Income tax on unappropriated earnings (excluding earnings from foreign consolidated subsidiaries) is
expensed in the year the shareholders approved the appropriation of earnings which is the year subsequent
to the year the earnings are generated.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities
in the consolidated financial statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences, net operating loss carryforwards
and tax credits for research and development expenses to the extent that it is probable that taxable profits
will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in
subsidiaries and associates, except where the Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with such investments are only
recognized to the extent that it is probable that there will be sufficient taxable profits against which to
utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the deferred tax asset to be recovered. The deferred tax assets which originally not recognized is also
reviewed at the end of each reporting period and recognized to the extent that it is probable that sufficient
taxable profits will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in
which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and
assets reflects the tax consequences that would follow from the manner in which the Company expects, at
the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax
are also recognized in other comprehensive income or directly in equity, respectively.
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Government Grants
Government grants are not recognized until there is reasonable assurance that the Company will comply
with the conditions attaching to them and that the grants will be received.
Government grants whose primary condition is that the Company should purchase, construct or otherwise
acquire noncurrent assets (mainly including land use right and depreciable assets) are recognized as a
deduction from the carrying amount of the related assets and recognized as a reduced depreciation or
amortization charge in profit or loss over the contract period or useful lives of the related assets.
Government grants that are receivables as compensation for expenses already incurred are deducted from
incurred expenses in the period in which they become receivables.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND
UNCERTAINTY
The Company has considered the economic implications of COVID-19 on critical accounting estimates and
will continue evaluating the impact on its financial position and financial performance as a result of the
pandemic.
In the application of the aforementioned Company’s accounting policies, the Company is required to make
judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or
in the year of the revision and future years if the revision affects both current and future years.
Critical Accounting Judgments
Revenue Recognition
The Company recognizes revenue when the conditions described in Note 4 are satisfied.
Commencement of Depreciation Related to Property, Plant and Equipment Classified as Equipment
under Installation and Construction in Progress (EUI/CIP)
As described in Note 4, commencement of depreciation related to EUI/CIP involves determining when the
assets are available for their intended use. The criteria the Company uses to determine whether EUI/CIP are
available for their intended use involves subjective judgments and assumptions about the conditions
necessary for the assets to be capable of operating in the intended manner.
Judgments on Lease Terms
In determining a lease term, the Company considers all facts and circumstances that create an economic
incentive to exercise or not to exercise an option, including any expected changes in facts and
circumstances from the commencement date until the exercise date of the option. Main factors considered
include contractual terms and conditions covered by the optional periods, and the importance of the
underlying asset to the lessee’s operations, etc. The lease term is reassessed if a significant change in
circumstances that are within the control of the Company occurs.
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Key Sources of Estimation and Uncertainty
Estimation of Sales Returns and Allowances
Sales returns and other allowance is estimated and recorded based on historical experience and in
consideration of different contractual terms. The amount is deducted from revenue in the same period the
related revenue is recorded. The Company periodically reviews the reasonableness of the estimates.
Valuation of Inventory
Inventories are stated at the lower of cost or net realizable value, and the Company uses estimate to
determine the net realizable value of inventory at the end of each reporting period.
The Company estimates the net realizable value of inventory for normal waste, obsolescence and
unmarketable items at the end of reporting period and then writes down the cost of inventories to net
realizable value. The net realizable value of the inventory is determined mainly based on assumptions of
future demand within a specific time horizon.
Impairment of Tangible Assets, Right-of-use Assets and Intangible Assets Other than Goodwill
In the process of evaluating the potential impairment of tangible assets, right-of-use assets and intangible
assets other than goodwill, the Company determines the independent cash flows, useful lives, expected
future revenue and expenses related to the specific asset groups with the consideration of the nature of
semiconductor industry. Any change in these estimates based on changed economic conditions or business
strategies could result in significant impairment charges or reversal in future years.
Realization of Deferred Income Tax Assets
Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be
available against which those deferred tax assets can be utilized. Assessment of the realization of the
deferred tax assets requires subjective judgment and estimate, including the future revenue growth and
profitability, tax holidays, the amount of tax credits can be utilized and feasible tax planning strategies. Any
changes in the global economic environment, the industry trends and relevant laws and regulations could
result in significant adjustments to the deferred tax assets.
Determination of Lessees’ Incremental Borrowing Rates
In determining a lessee’s incremental borrowing rate used in discounting lease payments, the Company
mainly takes into account the market risk-free rates, the estimated lessee’s credit spreads and secured status
in a similar economic environment.
6. CASH AND CASH EQUIVALENTS
Cash and deposits in banks
Repurchase agreements
Government bonds
Commercial paper
(cid:289)
December 31,
2021
December 31,
2020
$ 1,058,808,104 $ 653,580,548
1,750,443
3,716,119
1,123,537
5,275,345
906,743
-
$ 1,064,990,192 $ 660,170,647
Deposits in banks consisted of highly liquid time deposits that were readily convertible to known amounts
of cash and were subject to an insignificant risk of changes in value.
- 28 -
- 28 -
7. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets
Mandatorily measured at FVTPL
Forward exchange contracts
Financial liabilities
Held for trading
Forward exchange contracts
December 31,
2021
December 31,
2020
$
159,048
$ 2,259,412
$
681,914
$
94,128
The Company entered into forward exchange contracts to manage exposures due to fluctuations of foreign
exchange rates. These forward exchange contracts did not meet the criteria for hedge accounting. Therefore,
the Company did not apply hedge accounting treatment for these forward exchange contracts.
Outstanding forward exchange contracts consisted of the following:
December 31, 2021
Sell NT$
Sell US$
December 31, 2020
Sell NT$
Sell US$
Maturity Date
Contract Amount
(In Thousands)
January 2022 to March 2022
January 2022 to March 2022
NT$ 132,734,482
US$ 2,009,148
January 2021 to March 2021
January 2021 to March 2021
NT$ 144,697,981
US$ 1,176,858
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Investments in debt instruments at FVTOCI
Corporate bonds
Agency bonds/Agency mortgage-backed securities
Government bonds
Asset-backed securities
Investments in equity instruments at FVTOCI
Non-publicly traded equity investments
Publicly traded stocks
- 29 -
- 29 -
December 31,
2021
December 31,
2020
$ 57,253,161
32,070,114
21,345,794
8,660,424
119,329,493
$ 56,593,623
43,977,113
13,459,503
8,368,264
122,398,503
5,887,892
189,758
6,077,650
4,514,940
49,950
4,564,890
$ 125,407,143
$ 126,963,393
(Continued)
Current
Noncurrent
December 31,
2021
December 31,
2020
$ 119,519,251
5,887,892
$ 122,448,453
4,514,940
$ 125,407,143
$ 126,963,393
(Concluded)
These investments in equity instruments are held for medium to long-term purposes and therefore are
accounted for as FVTOCI. For dividends recognized from these investments, please refer to consolidated
statements of cash flows. All of the dividends are from investments held at the end of the reporting period.
For the years ended December 31, 2021 and 2020, as non-publicly traded investees were acquired and the
Company adjusted its investment portfolio, equity investments designated at FVTOCI were divested for
NT$628,711 thousand and NT$8 thousand, respectively. The related other equity-unrealized gain/loss on
financial assets at FVTOCI of NT$185,993 thousand and NT$108,996 thousand were transferred to
increase and decrease retained earnings, respectively.
As of December 31, 2021 and 2020, the cumulative loss allowance for expected credit loss of NT$33,209
thousand and NT$32,480 thousand was recognized under investments in debt instruments at FVTOCI,
respectively. Refer to Note 32 for information relating to the credit risk management and expected credit
loss.
9. FINANCIAL ASSETS AT AMORTIZED COST
December 31,
2021
December 31,
2020
Corporate bonds
Less: Allowance for impairment loss
Current
Noncurrent
$ 5,310,039
(3,077)
$ 10,977,298
(7,099)
$ 5,306,962
$ 10,970,199
$ 3,773,571
1,533,391
$ 6,597,992
4,372,207
$ 5,306,962
$ 10,970,199
Refer to Note 32 for information relating to credit risk management and expected credit loss for financial
assets at amortized cost.
10. HEDGING FINANCIAL INSTRUMENTS
Financial assets- current
Fair value hedges
Interest rate futures contracts
Cash flow hedges
Forward interest rate contracts
- 30 -
- 30 -
December 31,
2021
December 31,
2020
$
-
$
47
13,468
-
$ 13,468
$
47
Financial liabilities- current
Fair value hedges
Interest rate futures contracts
Fair value hedge
December 31,
2021
(Continued)
December 31,
2020
$ 9,642
$ 1,169
(Concluded)
The Company entered into interest rate futures contracts, which are used to partially hedge against the fair
value changes caused by interest rate fluctuation in the Company’s fixed income investments. The hedge
ratio is adjusted in response to the changes in the financial market and capped at 100%.
On the basis of economic relationships, the value of the interest rate futures contracts and the value of the
hedged financial assets change in opposite directions in response to movements in interest rates.
The main source of hedge ineffectiveness in these hedging relationships is the credit risk of the hedged
financial assets, which is not reflected in the fair value of the interest rate futures contracts. No other
sources of ineffectiveness emerged from these hedging relationships during the hedging period. Amount of
hedge ineffectiveness recognized in profit or loss is classified under other gains and losses, net.
The following tables summarize the information relating to the hedges of interest rate risks.
December 31, 2021
Hedging Instruments
Contract Amount
(US$ in Thousands)
Maturity
Interest rate futures contracts - US Treasury
US$
53,900
March 2022
futures
Hedged Items
Asset Carrying Amount
Accumulated Amount of
Fair Value Hedge
Adjustments
Financial assets at FVTOCI
$ 4,079,274
$
9,642
December 31, 2020
Hedging Instruments
Contract Amount
(US$ in Thousands)
Maturity
Interest rate futures contracts - US Treasury
US$
88,700
March 2021
futures
Hedged Items
Asset Carrying Amount
Accumulated Amount of
Fair Value Hedge
Adjustments
Financial assets at FVTOCI
$ 6,198,683
$
1,122
- 31 -
- 31 -
The effect for the years ended December 31, 2021 and 2020 is detailed below:
Hedging Instruments/Hedged Items
Increase (Decrease) in Value Used
for Calculating Hedge
Ineffectiveness
Years Ended December 31
2021
2020
Hedging Instruments
Interest rate futures contracts - US Treasury futures
$ 148,817
$ (353,611)
Hedged Items
Financial assets at FVTOCI
Cash flow hedge
(148,817)
353,611
$
-
$
-
The Company entered into forward contracts to partially hedge foreign exchange rate risks or interest rate
risks associated with certain highly probable forecast transactions (capital expenditures or issuance of
debts). The hedge ratio is adjusted in response to the changes in the financial market and capped at 100%.
The forward contracts have maturities of 12 months or less.
On the basis of economic relationships, the Company expects that the value of forward contracts and the
value of hedged transactions will change in opposite directions in response to movements in foreign
exchange rates or interest rates.
The main source of hedge ineffectiveness in these hedging relationships is driven by the effect of the
counterparty’s own credit risk on the fair value of forward contracts. No other sources of ineffectiveness
emerged from these hedging relationships. For the years ended December 31, 2021 and 2020, refer to Note
21(d) for gain or loss arising from changes in the fair value of hedging instruments, the amount transferred
to initial carrying amount of hedged items and the amount reclassified to finance costs of hedged items.
The following tables summarize the information relating to the hedges of interest rate risks.
December 31, 2021
Hedging Instruments
Contract Amount
(In Thousands)
Maturity
Balance in
Other Equity
(Continuing
Hedges)
Forward interest rate contracts
US$ 328,000
January 2022
$ 128,165
The effect for the years ended December 31, 2021 and 2020 is detailed below:
Hedging Instruments/Hedged Items
Hedging Instruments
Forward exchange contracts (capital expenditures)
Forward interest rate contracts (issuance of debts)
- 32 -
- 32 -
Increase (Decrease) in Value Used
for Calculating Hedge
Ineffectiveness
Years Ended December 31
2021
2020
$ (41,416)
$ 132,508
$ 24,085
-
$
(Continued)
Hedging Instruments/Hedged Items
Hedged Items
Forecast transaction (capital expenditures)
Forecast transaction (issuance of debts)
11. NOTES AND ACCOUNTS RECEIVABLE, NET
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
Increase (Decrease) in Value Used
for Calculating Hedge
Ineffectiveness
Years Ended December 31
2021
2020
$ 41,416
$(132,508)
$ (24,085)
-
$
(Concluded)
December 31,
2021
December 31,
2020
$ 193,733,220
(347,020)
193,386,200
4,199,909
$ 142,771,597
(246,626)
142,524,971
2,955,301
$ 197,586,109
$ 145,480,272
The Company signed a contract with the bank to sell certain accounts receivable without recourse and
transaction cost required. These accounts receivable are classified as at FVTOCI because they are held
within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets.
In principle, the payment term granted to customers is due 30 days from the invoice date or 30 days from
the end of the month when the invoice is issued. Aside from recognizing impairment loss for
credit-impaired accounts receivable, the Company recognizes loss allowance based on the expected credit
loss ratio of customers by different risk levels with consideration of factors of historical loss ratios and
customers’ financial conditions, competitiveness and business outlook. For accounts receivable past due
over 90 days without collaterals or guarantees, the Company recognizes loss allowance at full amount.
Aging analysis of notes and accounts receivable
Not past due
Past due
Past due within 30 days
Past due 31-60 days
Past due 61-120 days
Past due over 121 days
Less: Loss allowance
December 31,
2021
December 31,
2020
$ 191,740,045
$ 140,933,622
6,186,814
6,182
88
-
(347,020)
4,784,425
8,708
48
95
(246,626)
$ 197,586,109
$ 145,480,272
All of the Company’s accounts receivable classified as at FVTOCI were not past due.
- 33 -
- 33 -
Movements of the loss allowance for accounts receivable
Balance, beginning of year
Provision (Reversal)
Effect of exchange rate changes
Balance, end of year
Years Ended December 31
2021
2020
$ 246,626
100,408
(14)
$ 325,325
(78,474)
(225)
$ 347,020
$ 246,626
For the years ended December 31, 2021 and 2020, the changes in loss allowance were mainly due to the
variations in the balance of accounts receivable of different risk levels.
12. INVENTORIES
Finished goods
Work in process
Raw materials
Supplies and spare parts
December 31,
2021
December 31,
2020
$ 32,562,750
137,700,402
11,111,122
11,728,047
$ 21,705,625
91,672,870
14,715,963
9,258,949
$ 193,102,321
$ 137,353,407
Write-down of inventories to net realizable value and reversal of write-down of inventories resulting from
the increase in net realizable value were included in the cost of revenue during reporting period. The
amounts are illustrated below:
Years Ended December 31
2021
2020
Inventory losses
$
533,034
$ 3,664,513
13. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Associates consisted of the following:
Name of Associate
Principal Activities
Place of
Incorporation and
Operation
Carrying Amount
% of Ownership and Voting Rights Held
by the Company
December 31,
2021
December 31,
2020
December 31,
2021
December 31,
2020
Vanguard International
Manufacturing, sales, packaging,
Hsinchu, Taiwan
$ 10,613,127
$
9,029,890
28%
28%
Semiconductor Corporation
(VIS)
Systems on Silicon
Manufacturing Company Pte
Ltd. (SSMC)
Xintec Inc. (Xintec)
Global Unichip Corporation
(GUC)
Mutual-Pak Technology Co., Ltd.
(Mutual-Pak)
testing and computer-aided design of
integrated circuits and other
semiconductor devices and the
manufacturing and design service of
masks
Manufacturing and sales of integrated
circuits and other semiconductor
devices
Wafer level chip size packaging and
wafer level post passivation
interconnection service
Researching, developing,
manufacturing, testing and marketing
of integrated circuits
Manufacturing of electronic parts,
wholesaling and retailing of
electronic materials, and researching,
developing and testing of RFID
Singapore
6,795,699
5,900,245
Taoyuan, Taiwan
3,046,961
2,554,123
Hsinchu, Taiwan
1,484,683
1,328,620
New Taipei, Taiwan
22,948
28,183
39%
41%
35%
28%
39%
41%
35%
28%
$ 21,963,418
$ 18,841,061
- 34 -
- 34 -
As of December 31, 2021 and 2020, no investments in associates are individually material to the Company.
Please refer to the consolidated statements of comprehensive income for recognition of share of both profit
(loss) and other comprehensive income (loss) of associates that are not individually material.
The market prices of the associates’ ownership held by the Company in publicly traded stocks calculated by
the closing price at the end of the reporting period are summarized as follows. The closing price represents
the quoted price in active markets, the level 1 fair value measurement.
Name of Associate
VIS
GUC
Xintec
14. PROPERTY, PLANT AND EQUIPMENT
Assets used by the Company
Assets subject to operating leases
a. Assets used by the Company
December 31,
2021
December 31,
2020
$ 73,347,312
$ 27,359,085
$ 15,913,315
$ 53,849,925
$ 15,827,184
$ 20,420,233
December 31,
2021
December 31,
2020
$ 1,975,113,974 $ 1,554,585,938
1,003,182
4,730
$ 1,975,118,704 $ 1,555,589,120
Land and Land
Improvements
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2021
Additions
Disposals or retirements
Transfers from assets subject
to operating leases
Transfers to assets subject to
operating leases
Effect of exchange rate
changes
$
3,942,625
2,587,183
-
$ 522,447,474
53,971,271
(41,143 )
$ 3,607,005,732
401,659,011
(26,192,191 )
$
68,862,648
7,642,962
(333,385 )
$ 223,965,360
369,545,869
-
$ 4,426,223,839
835,406,296
(26,566,719 )
-
-
35,478
1,443,590
-
(244,579 )
-
-
-
-
1,479,068
(244,579 )
(41,578 )
184,697
1,077,673
(18,055 )
(355,496 )
847,241
Balance at December 31, 2021 $
6,488,230
$ 576,597,777
$ 3,984,749,236
$
76,154,170
$ 593,155,733
$ 5,237,145,146
Accumulated depreciation
and impairment
Balance at January 1, 2021
Additions
Disposals or retirements
Transfers from assets subject
to operating leases
Transfers to assets subject to
operating leases
Impairment
Effect of exchange rate
changes
$
506,129
1,329
-
$ 271,799,471
34,331,645
(36,527 )
$ 2,555,529,969
368,777,680
(22,230,098 )
$
$
43,802,332
8,373,282
(332,557 )
-
-
-
15,066
436,816
-
-
(68,279 )
274,388
-
-
-
(7,632 )
55,587
818,965
(16,394 )
Balance at December 31, 2021 $
499,826
$ 306,165,242
$ 2,903,539,441
$
51,826,663
$
-
-
-
-
-
-
-
-
Carrying amounts at
December 31, 2021
$
5,988,404
$ 270,432,535
$ 1,081,209,795
$
24,327,507
$ 593,155,733
$ 2,871,637,901
411,483,936
(22,599,182 )
451,882
(68,279 )
274,388
850,526
$ 3,262,031,172
$ 1,975,113,974
(Continued)
- 35 -
- 35 -
Land and Land
Improvements
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
$
3,991,798
-
-
$ 438,075,063
84,882,543
$ 2,886,622,968
729,943,300
$
54,611,364
15,112,949
$ 528,295,086
(304,218,044 )
(41,568 )
(6,397,279 )
(734,129 )
-
-
23,142
-
-
(1,199,011 )
-
-
$ 3,911,596,279
525,720,748
(7,172,976 )
23,142
(1,199,011 )
-
-
-
Cost
Balance at January 1, 2020
Additions (deductions)
Disposals or retirements
Transfers from assets subject
to operating leases
Transfers to assets subject to
operating leases
Effect of exchange rate
changes
(49,173 )
(491,706 )
(1,964,246 )
(127,536 )
(111,682 )
(2,744,343 )
Balance at December 31, 2020 $
3,942,625
$ 522,447,474
$ 3,607,005,732
$
68,862,648
$ 223,965,360
$ 4,426,223,839
Accumulated depreciation
and impairment
Balance at January 1, 2020
Additions
Disposals or retirements
Transfers from assets subject
to operating leases
Transfers to assets subject to
operating leases
Impairment
Effect of exchange rate
changes
$
538,690
1,479
-
$ 243,059,390
29,209,096
$ 2,278,265,943
285,393,637
$
(27,990 )
(6,012,942 )
$
37,418,395
7,216,921
(732,403 )
-
-
-
8,215
-
-
-
(202,593 )
10,159
-
-
-
(34,040 )
(449,240 )
(1,924,235 )
(100,581 )
Balance at December 31, 2020 $
506,129
$ 271,799,471
$ 2,555,529,969
$
43,802,332
$
-
-
-
-
-
-
-
-
Carrying amounts at
December 31, 2020
$
3,436,496
$ 250,648,003
$ 1,051,475,763
$
25,060,316
$ 223,965,360
$ 2,559,282,418
321,821,133
(6,773,335 )
8,215
(202,593 )
10,159
(2,508,096 )
$ 2,871,637,901
$ 1,554,585,938
(Concluded)
The significant part of the Company’s buildings includes main plants, mechanical and electrical power
equipment and clean rooms, and the related depreciation is calculated using the estimated useful lives of
20 years, 10 years and 10 years, respectively.
In the first quarter of 2021, the Company recognized an impairment loss of NT$274,388 thousand for
certain machinery and equipment that was assessed to have no future use, and the recoverable amount
of certain machinery and equipment was nil. Such impairment loss was recognized in other operating
income and expenses.
b. Assets subject to operating leases
Cost
Buildings
Machinery and
Equipment
Total
Balance at January 1, 2021
Transfers to assets used by the Company
Transfers from assets used by the Company
$
227,529
(35,478)
-
$ 1,199,011
(1,443,590)
244,579
$ 1,426,540
(1,479,068)
244,579
Balance at December 31, 2021
$
192,051
$
-
$
192,051
Accumulated depreciation
Balance at January 1, 2021
Additions
Transfers to assets used by the Company
Transfers from assets used by the Company
$
$
201,366
1,021
(15,066)
-
$
221,992
146,545
(436,816)
68,279
423,358
147,566
(451,882)
68,279
Balance at December 31, 2021
$
187,321
$
Carrying amounts at December 31, 2021
$
4,730
$
-
-
$
187,321
$
4,730
(Continued)
- 36 -
- 36 -
Buildings
Machinery and
Equipment
Total
Cost
Balance at January 1, 2020
Disposals or retirements
Transfers to assets used by the Company
Transfers from assets used by the Company
$
$
562,610
(311,939)
(23,142)
-
-
-
-
1,199,011
$
562,610
(311,939)
(23,142)
1,199,011
Balance at December 31, 2020
$
227,529
$ 1,199,011
$ 1,426,540
Accumulated depreciation
Balance at January 1, 2020
Additions
Disposals or retirements
Transfers to assets used by the Company
Transfers from assets used by the Company
$
$
$
499,066
16,281
(305,766)
(8,215)
-
-
19,399
-
-
202,593
499,066
35,680
(305,766)
(8,215)
202,593
Balance at December 31, 2020
$
201,366
$
221,992
$
423,358
Carrying amounts at December 31, 2020
$
26,163
$
977,019
$ 1,003,182
(Concluded)
Operating leases relate to leases of buildings and leases of machinery and equipment with lease terms
ranging between approximately 1 to 5 years. The lessees do not have purchase options to acquire the
assets at the expiration of the lease periods.
The maturity analysis of operating lease payments receivable from the buildings and machinery and
equipment is as follows:
Year 1
Year 2
15. LEASE ARRANGEMENTS
a. Right-of-use assets
Carrying amounts
Land
Buildings
Machinery and equipment
Office equipment
December 31,
2021
December 31,
2020
$ 17,978
-
$ 149,120
16,992
$ 17,978
$ 166,112
December 31,
2021
December 31,
2020
$ 29,778,636
2,918,133
3,474
34,294
$ 25,141,908
2,544,742
-
41,732
$ 32,734,537
$ 27,728,382
- 37 -
- 37 -
Additions to right-of-use assets
$ 7,769,782
$ 13,481,172
Years Ended December 31
2021
2020
Depreciation of right-of-use assets
Land
Buildings
Machinery and equipment
Office equipment
$ 1,825,712
707,856
539
22,091
$ 1,312,888
569,531
775,809
23,402
$ 2,556,198
$ 2,681,630
Income from subleasing right-of-use assets (classified under
other operating income and expenses, net)
$
82,031
$
79,624
b. Lease liabilities
Carrying amounts
Current portion (classified under accrued expenses and other
current liabilities)
Noncurrent portion
Ranges of discount rates for lease liabilities are as follows:
Land
Buildings
Machinery and equipment
Office equipment
c. Material terms of right-of-use assets
December 31,
2021
December 31,
2020
$ 2,176,451
20,764,214
$ 1,828,025
20,560,649
$ 22,940,665
$ 22,388,674
December 31,
2021
December 31,
2020
0.39%-2.14%
0.39%-3.88%
0.71%
0.28%-3.88%
0.48%-2.14%
0.54%-3.88%
-
0.28%-3.88%
The Company leases land and buildings mainly for the use of plants and offices with lease terms of 1 to
36 years. The lease contracts for land located in the R.O.C. specify that lease payments will be adjusted
every 2 years on the basis of changes in announced land value prices. The Company does not have
purchase options to acquire the leasehold land and buildings at the end of the lease terms.
d. Subleases
The Company subleases the right to use its buildings and machinery and equipment under operating
leases with lease terms of 1 to 6 years.
- 38 -
- 38 -
The maturity analysis of lease payments receivable under operating subleases is as follows:
Year 1
e. Other lease information
December 31,
2021
December 31,
2020
$ 60,771
$ 144,099
Years Ended December 31
2021
2020
Expenses relating to short-term leases
Expenses relating to variable lease payments not included in the
$ 5,250,279
$ 3,153,451
measurement of lease liabilities
$
168,736
$
256,996
Total cash outflow for leases
$ 7,510,762
$ 6,354,610
Years Ended December 31
2021
2020
16. INTANGIBLE ASSETS
Cost
Balance at January 1, 2021
Additions
Disposals or retirements
Effect of exchange rate changes
$
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
5,436,602
-
-
(57,438 )
$ 22,161,712
1,372,806
-
(559 )
$ 36,238,967
7,726,168
(318,736 )
4,558
$ 11,277,701
219,504
-
104
$ 75,114,982
9,318,478
(318,736 )
(53,335 )
Balance at December 31, 2021
$
5,379,164
$ 23,533,959
$ 43,650,957
$ 11,497,309
$ 84,061,389
Accumulated amortization and
impairment
Balance at January 1, 2021
Additions
Disposals or retirements
Effect of exchange rate changes
$
-
-
-
-
$ 12,226,066
2,686,786
-
(559 )
$ 30,111,759
4,323,860
(317,508 )
$
3,467
7,008,978
1,196,523
-
320
$ 49,346,803
8,207,169
(317,508 )
3,228
Balance at December 31, 2021
$
-
$ 14,912,293
$ 34,121,578
$
8,205,821
$ 57,239,692
Carrying amounts at December 31, 2021
$
5,379,164
$
8,621,666
$
9,529,379
$
3,291,488
$ 26,821,697
Cost
Balance at January 1, 2020
Additions
Disposals or retirements
Effect of exchange rate changes
$
5,693,376
-
-
(256,774 )
$ 15,854,951
6,308,926
-
(2,165 )
$ 33,024,010
3,275,757
$
(60,467 )
(333 )
8,302,996
2,974,784
-
$ 62,875,333
12,559,467
(60,467 )
(259,351 )
(79 )
Balance at December 31, 2020
$
5,436,602
$ 22,161,712
$ 36,238,967
$ 11,277,701
$ 75,114,982
Accumulated amortization and
impairment
Balance at January 1, 2020
Additions
Disposals or retirements
Effect of exchange rate changes
$
$
-
-
-
-
9,823,770
2,404,461
-
(2,165 )
$ 26,502,067
3,669,257
$
(59,868 )
303
5,896,468
1,112,530
-
$ 42,222,305
7,186,248
(59,868 )
(1,882 )
(20 )
Balance at December 31, 2020
$
-
$ 12,226,066
$ 30,111,759
$
7,008,978
$ 49,346,803
Carrying amounts at December 31, 2020
$
5,436,602
$
9,935,646
$
6,127,208
$
4,268,723
$ 25,768,179
- 39 -
- 39 -
The Company’s goodwill has been tested for impairment at the end of the annual reporting period and the
recoverable amount is determined based on the value in use. The value in use was calculated based on the
cash flow forecast from the financial budgets covering the future five-year period, and the Company used
annual discount rates of 8.0% in both years in its test of impairment as of December 31, 2021 and 2020, to
reflect the relevant specific risk in the cash-generating unit.
For the years ended December 31, 2021 and 2020, the Company did not recognize any impairment loss on
goodwill.
17. SHORT-TERM LOANS
Unsecured loans
Amount
Loan content
US$ (in thousands)
EUR (in thousands)
Annual interest rate
Maturity date
18. BONDS PAYABLE
Domestic unsecured bonds
Overseas unsecured bonds
Less: Discounts on bonds payable
Less: Current portion
December 31,
2021
December 31,
2020
$ 114,921,333
$ 88,559,026
$
-
3,652,935
(0.73)%-0%
Due by June
2022
$
200,000
2,398,000
(0.54)%-0.33%
Due by February
2021
December 31,
2021
December 31,
2020
$ 312,448,000
304,414,000
$ 173,197,000
84,291,000
(782,916)
(2,600,000)
(2,391,348)
(4,400,000)
The major terms of domestic unsecured bonds are as follows:
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
$ 610,070,652
$ 254,105,084
NT$ unsecured
bonds
101-3
101-4
102-1
-
B
C
B
October 2012 to
October 2022
January 2013 to
January 2020
January 2013 to
January 2023
February 2013 to
February 2020
$ 4,400,000
1.53%
Bullet repayment; interest
10,000,000
1.35%
payable annually
The same as above
3,000,000
1.49%
The same as above
11,600,000
1.38%
The same as above
(Continued)
- 40 -
- 40 -
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
102-1
102-2
102-4
109-1
109-2
109-3
109-4
109-5
109-6 (green
bond)
C
A
B
D
E
F
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
A
February 2013 to
February 2023
July 2013 to July
2020
$ 3,600,000
1.50%
Bullet repayment; interest
10,200,000
1.50%
payable annually
The same as above
July 2013 to July
3,500,000
1.70%
The same as above
2023
September 2013 to
March 2021
September 2013 to
March 2023
September 2013 to
September 2023
March 2020 to
March 2025
March 2020 to
March 2027
March 2020 to
March 2030
April 2020 to
April 2025
April 2020 to
April 2027
April 2020 to
April 2030
May 2020 to May
2025
2,600,000
1.85%
Bullet repayment; interest
payable annually
(interest for the six
months prior to
maturity will accrue on
the basis of actual days
and be repayable at
maturity)
5,400,000
2.05%
The same as above
2,600,000
2.10%
Bullet repayment; interest
3,000,000
0.58%
payable annually
The same as above
10,500,000
0.62%
The same as above
10,500,000
0.64%
The same as above
5,900,000
0.52%
The same as above
10,400,000
0.58%
The same as above
5,300,000
0.60%
The same as above
4,500,000
0.55%
The same as above
May 2020 to May
7,500,000
0.60%
The same as above
2027
May 2020 to May
2,400,000
0.64%
The same as above
2030
July 2020 to July
5,700,000
0.58%
2025
July 2020 to July
6,300,000
0.65%
2027
Two equal installments in
last two years; interest
payable annually
The same as above
July 2020 to July
1,900,000
0.67%
The same as above
2030
September 2020 to
September 2025
September 2020 to
September 2027
September 2020 to
September 2030
December 2020 to
December 2025
- 41 -
- 41 -
4,800,000
0.50%
The same as above
8,000,000
0.58%
The same as above
2,800,000
0.60%
The same as above
1,600,000
0.40%
The same as above
(Continued)
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
109-6 (green
bond)
109-7
110-1
110-2
110-3
110-4
110-6
110-7
B
C
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
D
A
B
C
D
A
B
C
December 2020 to
December 2027
December 2020 to
December 2030
December 2020 to
December 2025
December 2020 to
December 2027
December 2020 to
December 2030
March 2021 to
March 2026
March 2021 to
March 2028
March 2021 to
March 2031
May 2021 to May
2026
$ 5,600,000
0.44%
4,800,000
0.48%
Two equal installments in
last two years; interest
payable annually
The same as above
1,900,000
0.36%
The same as above
10,200,000
0.41%
The same as above
6,400,000
0.45%
The same as above
4,800,000
0.50%
Bullet repayment; interest
11,400,000
0.55%
payable annually
The same as above
4,900,000
0.60%
The same as above
5,200,000
0.50%
The same as above
May 2021 to May
8,400,000
0.58%
The same as above
2028
May 2021 to May
5,600,000
0.65%
The same as above
2031
June 2021 to June
6,900,000
0.52%
The same as above
2026
June 2021 to June
7,900,000
0.58%
The same as above
2028
June 2021 to June
4,900,000
0.65%
The same as above
2031
August 2021 to
August 2025
August 2021 to
August 2026
August 2021 to
August 2028
August 2021 to
August 2031
October 2021 to
April 2026
October 2021 to
October 2026
October 2021 to
October 2028
October 2021 to
October 2031
December 2021 to
December 2026
December 2021 to
June 2027
December 2021 to
December 2028
- 42 -
- 42 -
4,000,000
0.485% The same as above
8,000,000
0.50%
The same as above
5,400,000
0.55%
The same as above
4,200,000
0.62%
The same as above
3,200,000
0.535% The same as above
6,900,000
0.54%
The same as above
4,600,000
0.60%
The same as above
1,600,000
0.62%
The same as above
7,700,000
0.65%
The same as above
3,500,000
0.675% The same as above
5,500,000
0.72%
The same as above
(Concluded)
Issuance
Tranche
Issuance Period
Total Amount
(US$
in Thousands)
Coupon
Rate
Repayment and
Interest Payment
US$ unsecured
bonds
109-1
110-5
-
-
September 2020 to
September 2060
US$ 1,000,000
2.70%
Bullet repayment
(callable on the 5th
anniversary of the
issue date and every
anniversary thereafter);
interest payable
annually
September 2021 to
September 2051
1,000,000
3.10%
The same as above
The major terms of overseas unsecured bonds are as follows:
Issuance Period
September 2020 to
September 2025
September 2020 to
September 2027
September 2020 to
September 2030
April 2021 to April 2026
April 2021 to April 2028
April 2021 to April 2031
October 2021 to October
2026
Total Amount
(US$
in Thousands)
Coupon
Rate
Repayment and
Interest Payment
US$ 1,000,000
0.75%
750,000
1.00%
Bullet repayment (callable at any
time, in whole or in part, at the
relevant redemption price
according to relevant
agreements); interest payable
semi-annually
The same as above
1,250,000
1.375%
The same as above
1,100,000
900,000
1,500,000
1,250,000
1.25%
1.75%
2.25%
1.75%
The same as above
The same as above
The same as above
The same as above
October 2021 to October
1,250,000
2.50%
The same as above
2031
October 2021 to October
1,000,000
3.125%
The same as above
2041
October 2021 to October
1,000,000
3.25%
The same as above
2051
- 43 -
- 43 -
The Company issued domestic unsecured bonds during the period from January 1, 2022 to February 15,
2022, the major terms are as follows:
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
NT$ unsecured
bonds
111-1 (green
bond)
A
B
January 2022 to
January 2027
January 2022 to
January 2029
$ 2,100,000
0.63%
Bullet repayment; interest
3,300,000
0.72%
payable annually
The same as above
19. LONG-TERM BANK LOANS
Unsecured loans
Less: Discounts on government grants
Less: Current portion
Loan content
Annual interest rate
Maturity date
December 31,
2021
December 31,
2020
$ 3,510,000
(34,202)
(166,667)
$ 2,000,000
(32,389)
-
$ 3,309,131
$ 1,967,611
0.4%-0.9%
Due by September
0.4%
Due by September
2026
2025
The long-term bank loans of the Company are with preferential interest rates subsidized by the government,
and the loans are used to fund capital expenditure qualifying for the subsidy.
20. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan.
Pursuant to the Act, TSMC and VisEra Tech have made monthly contributions equal to 6% of each
employee’s monthly salary to employees’ pension accounts. Furthermore, TSMC North America,
TSMC Arizona, TSMC China, TSMC Nanjing, TSMC Europe, TSMC Canada and TSMC Technology
also make monthly contributions at certain percentages of the basic salary of their employees.
Accordingly, the Company recognized expenses of NT$3,711,010 thousand and NT$2,809,484
thousand for the years ended December 31, 2021 and 2020, respectively.
b. Defined benefit plans
TSMC has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits based on
an employee’s length of service and average monthly salary for the six-month period prior to retirement.
The Company contributes an amount equal to 2% of salaries paid each month to their respective pension
funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the
Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the end of each year,
the Company assesses the balance in the Funds. If the amount of the balance in the Funds is inadequate
to pay retirement benefits for employees who conform to retirement requirements in the next year, the
Company is required to fund the difference in one appropriation that should be made before the end of
- 44 -
- 44 -
March of the next year. The Funds are operated and managed by the government’s designated
authorities; as such, the Company does not have any right to intervene in the investments of the Funds.
Amounts recognized in respect of these defined benefit plans were as follows:
Current service cost
Net interest expense
Components of defined benefit costs recognized in profit or loss
Remeasurement on the net defined benefit liability:
Return on plan assets (excluding amounts included in net
interest expense)
Actuarial loss arising from experience adjustments
Actuarial loss arising from changes in demographic
assumptions
Actuarial (gain) loss arising from changes in financial
assumptions
Components of defined benefit costs recognized in other
comprehensive income
Years Ended December 31
2021
2020
$
$
145,289
47,196
192,485
123,311
81,604
204,915
(73,298)
94,278
277,454
(139,212)
494,051
-
(540,513)
3,161,910
(242,079)
3,516,749
Total
$
(49,594)
$ 3,721,664
The pension costs of the aforementioned defined benefit plans were recognized in profit or loss by the
following categories:
Cost of revenue
Research and development expenses
General and administrative expenses
Marketing expenses
Years Ended December 31
2021
2020
$ 124,548
52,801
12,430
2,706
$ 126,274
57,306
18,248
3,087
$ 192,485
$ 204,915
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2021
December 31,
2020
Present value of defined benefit obligation
Fair value of plan assets
$ 16,585,442
(5,548,563)
$ 16,980,277
(5,066,203)
Net defined benefit liability
$ 11,036,879
$ 11,914,074
- 45 -
- 45 -
Movements in the present value of the defined benefit obligation were as follows:
Balance, beginning of year
Current service cost
Interest expense
Remeasurement:
Actuarial loss arising from experience adjustments
Actuarial loss arising from changes in demographic
assumptions
Actuarial (gain) loss arising from changes in financial
assumptions
Benefits paid from plan assets
Benefits paid directly by the Company
Years Ended December 31
2021
2020
$ 16,980,277
145,289
66,664
$ 13,484,090
123,311
118,808
94,278
494,051
277,454
-
(540,513)
(431,817)
(6,190)
3,161,910
(398,986)
(2,907)
Balance, end of year
$ 16,585,442
$ 16,980,277
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Years Ended December 31
2021
2020
$ 5,066,203
19,468
$ 4,301,594
37,204
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
73,298
821,411
(431,817)
139,212
987,179
(398,986)
Balance, end of year
$ 5,548,563
$ 5,066,203
The fair value of the plan assets by major categories at the end of reporting period was as follows:
Cash
Equity instruments
Debt instruments
December 31,
2021
December 31,
2020
$ 1,000,961
2,951,835
1,595,767
$
632,769
2,926,745
1,506,689
$ 5,548,563
$ 5,066,203
The actuarial valuations of the present value of the defined benefit obligation were carried out by
qualified actuaries. The principal assumptions of the actuarial valuation were as follows:
Discount rate
Future salary increase rate
Measurement Date
December 31,
2021
December 31,
2020
0.75%
3.00%
0.40%
3.00%(Note)
Note: The Company has an additional 20 percent pay raise in 2021.
- 46 -
- 46 -
Through the defined benefit plans under the R.O.C. Labor Standards Law, the Company is exposed to
the following risks:
1) Investment risk: The pension funds are invested in equity and debt securities, bank deposits, etc.
The investment is conducted at the discretion of the government’s designated authorities or under
the mandated management. However, under the R.O.C. Labor Standards Law, the rate of return on
assets shall not be less than the average interest rate on a two-year time deposit published by the
local banks and the government is responsible for any shortfall in the event that the rate of return is
less than the required rate of return.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the
defined benefit obligation; however, this will be partially offset by an increase in the return on the
debt investments of the plan assets.
Assuming a hypothetical decrease in interest rate at the end of the reporting period contributed to a
decrease of 0.5% (and not below 0.0%) in the discount rate and all other assumptions were held
constant, the present value of the defined benefit obligation would increase by NT$780,460
thousand and NT$694,732 thousand as of December 31, 2021 and 2020, respectively.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the
future salaries of plan participants. As such, an increase in the salary of the plan participants will
increase the present value of the defined benefit obligation.
Assuming the expected salary rate increases by 0.5% at the end of the reporting period and all other
assumptions were held constant, the present value of the defined benefit obligation would increase
by NT$759,527 thousand and NT$835,964 thousand as of December 31, 2021 and 2020,
respectively.
The sensitivity analysis presented above may not be representative of the actual change in the defined
benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one
another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit
obligation has been calculated using the projected unit credit method at the end of the reporting period,
which is the same as that applied in calculating the defined benefit obligation liability.
The Company expects to make contributions of NT$2,269,881 thousand to the defined benefit plans in
the next year starting from December 31, 2021. The weighted average duration of the defined benefit
obligation is 9 years.
21. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2021
December 31,
2020
28,050,000
$ 280,500,000
25,930,380
$ 259,303,805
28,050,000
$ 280,500,000
25,930,380
$ 259,303,805
- 47 -
- 47 -
A holder of issued common shares with par value of NT$10 per share is entitled to vote and to receive
dividends.
The authorized shares include 500,000 thousand shares allocated for the exercise of employee stock
options.
As of December 31, 2021, 1,064,243 thousand ADSs of TSMC were traded on the NYSE. The number
of common shares represented by the ADSs was 5,321,213 thousand shares (one ADS represents five
common shares).
b. Capital surplus
Additional paid-in capital
From merger
From convertible bonds
From difference between the consideration received and the
carrying amount of the subsidiaries’ net assets during actual
disposal
From share of changes in equities of subsidiaries
From share of changes in equities of associates
Donations
December 31,
2021
December 31,
2020
$ 24,184,939
22,804,510
8,892,847
$ 24,184,939
22,804,510
8,892,847
8,406,282
113,952
307,322
51,750
-
121,843
302,526
40,578
$ 64,761,602
$ 56,347,243
Under the relevant laws, the capital surplus generated from the excess of the issuance price over the par
value of capital stock (including the stock issued for new capital, mergers and convertible bonds), the
difference between the consideration received and the carrying amount of the subsidiaries’ net assets
during actual disposal and donations may be used to offset a deficit; in addition, when the Company has
no deficit, such capital surplus may be distributed as cash dividends or stock dividends up to a certain
percentage of TSMC’s paid-in capital. The capital surplus from share of changes in equities of
subsidiaries and associates and dividend of a claim extinguished by a prescription may be used to offset
a deficit.
c. Retained earnings and dividend policy
TSMC’s Articles of Incorporation provide that, earnings distribution may be made on a quarterly basis
after the close of each quarter. Distribution of earnings by way of cash dividends should be approved by
TSMC’s Board of Directors and reported to TSMC’s shareholders in its meeting. When allocating
earnings, TSMC shall first estimate and reserve the taxes to be paid, offset its losses, set aside a legal
capital reserve at 10% of the remaining earnings (until the accumulated legal capital reserve equals
TSMC’s paid-in capital), then set aside a special capital reserve in accordance with relevant laws or
regulations or as requested by the authorities in charge. Any balance left over shall be allocated
according to relevant laws and the TSMC’s Articles of Incorporation.
TSMC’s Articles of Incorporation also provide that profits of TSMC may be distributed by way of cash
dividend and/or stock dividend. However, distribution of earnings shall be made preferably by way of
cash dividend. Distribution of earnings may also be made by way of stock dividend, provided that the
ratio for stock dividend shall not exceed 50% of the total distribution.
- 48 -
- 48 -
The legal capital reserve may be used to offset a deficit, or be distributed as dividends in cash or stocks
for the portion in excess of 25% of the paid-in capital if the Company incurs no loss.
Pursuant to existing regulations, the Company is required to set aside additional special capital reserve
equivalent to the net debit balance of the other components of stockholders’ equity, such as the
accumulated balance of foreign currency translation reserve, unrealized valuation gain or loss from fair
value through other comprehensive income financial assets, gain or loss from changes in fair value of
hedging instruments in cash flow hedges, etc. For the subsequent decrease in the deduction amount to
stockholders’ equity, any special reserve appropriated may be reversed to the extent that the net debit
balance reverses.
The appropriations of 2021, 2020 and 2019 quarterly earnings have been approved by TSMC’s Board
of Directors in its meeting, respectively. The appropriations and cash dividends per share were as
follows:
Resolution Date of TSMC’s
Board of Directors in its
meeting
of 2021
of 2021
of 2021
February 15, November 9,
August 10,
2022
2021
2021
of 2021
June 9,
2021
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
3,304,303
$
$ 71,308,546
2.75
$
710,169
$
$ 71,308,547
2.75
$
$ 10,201,220
$ 71,308,546
2.75
$
(6,287,050)
$
$ 71,308,546
2.75
$
Resolution Date of TSMC’s
Board of Directors in its
meeting
of 2020
February 9,
2021
of 2020
of 2020
November 10, August 11,
2020
2020
of 2020
May 12,
2020
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 12,420,727
$ 64,825,951
2.5
$
$
5,501,351
$ 64,825,951
2.5
$
$ 11,884,457
$ 64,825,951
2.5
$
$
(2,694,841)
$ 64,825,951
2.5
$
Resolution Date of TSMC’s
Board of Directors in its
meeting
of 2019
February 11,
2020
of 2019
November 12,
2019
of 2019
August 13,
2019
of 2019
June 5,
2019
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 16,893,073
$ 64,825,951
2.5
$
$
3,289,166
$ 64,825,951
2.5
$
(3,338,190) $
$
$ 64,825,951
2.5
$
(4,723,939)
$ 51,860,761
2.0
$
The special capital reserve for 2021 is to be presented for approval in the TSMC’s shareholders’
meeting to be held on June 8, 2022 (expected).
- 49 -
- 49 -
d. Others
Changes in others were as follows:
Year Ended December 31, 2021
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
Balance, beginning of year
Exchange differences arising on translation of
foreign operations
Unrealized gain (loss) on financial assets at
$ (57,001,627 ) $ 2,321,754
$
(6,181,737 )
-
$
-
$ (54,679,873 )
-
(6,181,737 )
FVTOCI
Equity instruments
Debt instruments
Cumulative unrealized gain (loss) of equity
instruments transferred to retained
earnings due to disposal
Cumulative unrealized gain (loss) of debt
instruments transferred to profit or loss due
to disposal
Loss allowance adjustments from debt
instruments
Gain (loss) arising on changes in the fair
value of hedging instruments
Transferred to initial carrying amount of
hedged items
Share of other comprehensive income (loss)
of associates
Income tax effect
1,898,206
(3,339,796 )
(187,654 )
(93,229 )
1,234
-
-
90,119
48,469
(119,997 )
-
30,015
(56,220 )
(14,682 )
(3,370 )
-
-
-
-
-
-
-
-
-
1,898,206
(3,339,796 )
(187,654 )
(93,229 )
1,234
90,119
48,469
(104,664 )
(59,590 )
Balance, end of year
$ (63,303,361 ) $
574,310
$
120,536
$
-
$ (62,608,515 )
Year Ended December 31, 2020
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
Balance, beginning of year
Exchange differences arising on translation of
$ (26,871,400 ) $
(692,959 ) $
(3,820 ) $
(190 ) $ (27,568,369 )
foreign operations
(29,846,818 )
-
Unrealized gain (loss) on financial assets at
FVTOCI
Equity instruments
Debt instruments
Cumulative unrealized gain (loss) of equity
instruments transferred to retained
earnings due to disposal
Cumulative unrealized gain (loss) of debt
instruments transferred to profit or loss due
to disposal
Loss allowance adjustments from debt
instruments
Gain (loss) arising on changes in the fair
value of hedging instruments
Transferred to initial carrying amount of
hedged items
Share of other comprehensive income (loss)
of associates
Share of unearned stock-based employee
compensation of associates
Income tax effect
423,212
3,907,022
108,687
(1,439,420 )
(891 )
-
-
24,085
(20,265 )
-
(29,846,818 )
-
-
-
-
-
-
-
-
190
-
423,212
3,907,022
108,687
(1,439,420 )
(891 )
24,085
(20,265 )
(267,959 )
190
653
$
-
$ (54,679,873 )
(283,409 )
15,450
-
-
-
653
Balance, end of year
$ (57,001,627 ) $ 2,321,754
$
The aforementioned other equity includes the changes in other equities of TSMC and TSMC’s share of
its subsidiaries and associates.
- 50 -
- 50 -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
e. Treasury stock
For TSMC’s shareholders’ interests, TSMC’s Board of Directors approved a share buyback plan on
February 15, 2022 to repurchase 1,387 thousand shares during the period from February 16, 2022 to
April 15, 2022. The shares purchased will be cancelled subsequently.
22. NET REVENUE
a. Disaggregation of revenue from contracts with customers
Product
Wafer
Others
Geography
Taiwan
United States
China
Europe, the Middle East and Africa
Japan
Others
Years Ended December 31
2021
2020
$ 1,405,300,273 $ 1,178,456,273
160,798,538
182,114,764
$ 1,587,415,037 $ 1,339,254,811
Years Ended December 31
2021
2020
$ 203,963,760 $ 129,082,884
1,015,996,424
817,910,976
164,552,063
233,783,358
89,010,064
70,213,432
71,920,856
63,299,176
41,971,870
24,964,985
$ 1,587,415,037 $ 1,339,254,811
The Company categorized the net revenue mainly based on the countries where the customers are
headquartered.
Platform
Smartphone
High Performance Computing
Internet of Things
Automotive
Digital Consumer Electronics
Others
Years Ended December 31
2021
2020
$ 695,091,191 $ 645,303,613
439,809,984
110,355,188
44,367,562
54,555,665
44,862,799
587,780,144
133,005,979
67,076,353
55,577,223
48,884,147
$ 1,587,415,037 $ 1,339,254,811
- 51 -
- 51 -
Resolution
5-nanometer
7-nanometer
10-nanometer
16-nanometer
20-nanometer
28-nanometer
40/45-nanometer
65-nanometer
90-nanometer
0.11/0.13 micron
0.15/0.18 micron
0.25 micron and above
(cid:31)
Wafer revenue
b. Contract balances
Years Ended December 31
2021
2020
$ 262,327,365 $
440,383,100
659,989
191,058,940
5,668,752
153,066,563
103,413,639
66,467,903
32,260,288
40,558,534
86,700,287
22,734,913
90,934,485
394,836,964
3,403,151
197,959,003
8,450,865
149,367,729
103,176,542
61,226,671
29,380,358
33,197,137
86,008,475
20,514,893
$ 1,405,300,273 $ 1,178,456,273
December 31,
2021
December 31,
2020
January 1,
2020
Contract liabilities (classified under accrued
expenses and other current liabilities)
$ 39,762,588
$ 13,775,088
$ 6,784,323
The changes in the contract liability balances primarily result from the timing difference between the
satisfaction of performance obligation and the customer’s payment.
The Company recognized revenue from the beginning balance of contract liability, which amounted to
NT$11,590,400 thousand and NT$4,737,915 thousand for the years ended December 31, 2021 and
2020, respectively.
c. Temporary receipts from customers
Current portion (classified under accrued expenses and other
current liabilities)
Noncurrent portion (classified under other noncurrent liabilities)
December 31,
2021
$ 30,612,702
155,381,485
$ 185,994,187
The Company’s temporary receipts from customer are payments made by customers to the Company to
retain the Company’s capacity. When the terms and conditions set forth in the agreements are
subsequently satisfied, the treatment of temporary receipts will be determined by mutual consent.
- 52 -
- 52 -
d. Refund liabilities
Estimated sales returns and other allowances is made and adjusted based on historical experience and
the consideration of varying contractual terms. As of December 31, 2021 and 2020, the aforementioned
refund liabilities amounted to NT$41,038,041 thousand and NT$33,194,765 thousand (classified under
accrued expenses and other current liabilities), respectively.
23. INTEREST INCOME
Interest income
Bank deposits
Financial assets at FVTPL
Financial assets at FVTOCI
Financial assets at amortized cost
24. FINANCE COSTS
Interest expense
Corporate bonds
Lease liabilities
Bank loans
Others
25. OTHER GAINS AND LOSSES, NET
Gain on disposal of financial assets, net
Investments in debt instruments at FVTOCI
Gain (loss) on financial instruments at FVTPL, net
Mandatorily measured at FVTPL
The reversal (accrual) of expected credit loss of financial assets
Investments in debt instruments at FVTOCI
Financial assets at amortized cost
Other gains, net
- 53 -
- 53 -
Years Ended December 31
2021
2020
$ 2,834,838
-
2,192,470
681,457
$ 5,139,149
2,522
3,121,856
754,873
$ 5,708,765
$ 9,018,400
Years Ended December 31
2021
2020
$ 5,202,999
193,324
17,546
349
$ 1,337,347
227,752
500,875
15,481
$ 5,414,218
$ 2,081,455
Years Ended December 31
2021
2020
$
93,229
$ 1,439,420
(7,973,667)
8,244,491
(1,234)
3,969
489,693
891
(4,563)
426,171
$ (7,388,010) $ 10,106,410
26. INCOME TAX
a. Income tax expense recognized in profit or loss
Income tax expense consisted of the following:
Current income tax expense
Current tax expense recognized in the current year
Income tax adjustments on prior years
Other income tax adjustments
Deferred income tax benefit
The origination and reversal of temporary differences
Investment tax credits
Years Ended December 31
2021
2020
$ 88,844,915
207,801
152,232
89,204,948
$ 72,705,385
38,701
150,204
72,894,290
(17,530,023)
(5,621,745)
(23,151,768)
(6,275,192)
-
(6,275,192)
Income tax expense recognized in profit or loss
$ 66,053,180
$ 66,619,098
A reconciliation of income before income tax and income tax expense recognized in profit or loss was
as follows:
Years Ended December 31
2021
2020
Income before tax
$ 663,126,314
$ 584,777,180
Income tax expense at the statutory rate
Tax effect of adjusting items:
Nondeductible items in determining taxable income
Tax-exempt income
Additional income tax under the Alternative Minimum Tax Act
The origination and reversal of temporary differences
Income tax credits
Income tax adjustments on prior years
Other income tax adjustments
$ 134,613,312
$ 118,837,423
11,261,407
(89,852,940)
32,852,688
(17,530,023)
(5,651,297)
65,693,147
207,801
152,232
1,009,758
(65,988,096)
18,872,837
(6,275,192)
(26,537)
66,430,193
38,701
150,204
Income tax expense recognized in profit or loss
$ 66,053,180
$ 66,619,098
For the years ended December 31, 2021 and 2020, the Company applied a tax rate of 20% for entities
subject to the R.O.C. Income Tax Law; for other jurisdictions, taxes are calculated using the applicable
tax rate for each individual jurisdiction.
b. Income tax expense recognized in other comprehensive income
Deferred income tax benefit (expense)
Related to remeasurement of defined benefit obligation
Related to unrealized gain/loss on investments in equity
instruments at FVTOCI
Related to gain/loss on cash flow hedges
- 54 -
- 54 -
Years Ended December 31
2021
2020
$ (29,049)
$ 422,010
(56,220)
(3,370)
653
-
$ (88,639)
$ 422,663
c. Deferred income tax balance
The analysis of deferred income tax assets and liabilities was as follows:
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Investment tax credits
Net defined benefit liability
Unrealized loss on inventories
Deferred compensation cost
Investments in equity instruments at FVTOCI
Others
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
December 31,
2021
December 31,
2020
$ 34,720,661
5,986,173
5,621,745
1,237,086
898,998
373,983
10,173
305,067
$ 19,354,383
3,755,131
-
1,341,960
858,463
330,340
66,393
251,514
$ 49,153,886
$ 25,958,184
$
(706,311) $
(1,167,566)
(866,495)
(863,446)
$ (1,873,877) $ (1,729,941)
Year Ended December 31, 2021
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Effect of
Exchange Rate
Changes
Balance, End of
Year
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Investment tax credits
Net defined benefit liability
Unrealized loss on inventories
Deferred compensation cost
Investments in equity instruments
$ 19,354,383
3,755,131
-
1,341,960
858,463
330,340
$ 15,365,737
2,231,450
5,621,745
$
(75,825 )
41,061
49,113
$
-
-
-
(29,049 )
-
-
541
(408 )
-
-
$ 34,720,661
5,986,173
5,621,745
1,237,086
898,998
373,983
(526 )
(5,470 )
at FVTOCI
Others
66,393
251,514
-
59,045
(56,220 )
-
-
(5,492 )
10,173
305,067
$ 25,958,184
$ 23,292,326
$
(85,269 ) $
(11,355 ) $ 49,153,886
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
$
(866,495 ) $
(863,446 )
160,184
$
(300,742 )
-
$
(3,370 )
-
$
(8 )
(706,311 )
(1,167,566 )
$ (1,729,941 ) $
(140,558 )
$
(3,370 ) $
(8 )
$ (1,873,877 )
- 55 -
- 55 -
Year Ended December 31, 2020
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Effect of
Exchange Rate
Changes
Balance, End of
Year
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Net defined benefit liability
Unrealized loss on inventories
Deferred compensation cost
Investments in equity instruments
at FVTOCI
Others
$ 13,547,220
2,150,352
1,016,248
469,430
323,093
65,740
356,275
$ 5,823,956
1,606,140
$
(96,298 )
391,095
27,437
-
(91,590 )
$
-
-
422,010
-
-
653
-
(16,793 ) $ 19,354,383
3,755,131
1,341,960
858,463
330,340
(1,361 )
-
(2,062 )
(20,190 )
-
(13,171 )
66,393
251,514
$ 17,928,358
$ 7,660,740
$
422,663
$
(53,577 ) $ 25,958,184
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
$
(333,606 ) $
(10,787 )
(532,889 ) $
(852,659 )
$
(344,393 ) $ (1,385,548 )
$
-
-
-
$
$
-
-
-
$
(866,495 )
(863,446 )
$ (1,729,941 )
d. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2021 and 2020, the aggregate deductible temporary differences for which no
deferred income tax assets have been recognized amounted to NT$66,431,255 thousand and
NT$55,521,034 thousand, respectively.
e. Unused tax-exemption information
As of December 31, 2021, the profits generated from the following project of TSMC are exempt from
income tax for a five-year period:
Tax-exemption Period
Construction and expansion of 2009 by TSMC
2018 to 2022
f. The information of unrecognized deferred income tax liabilities associated with investments
As of December 31, 2021 and 2020, the aggregate taxable temporary differences associated with
to
income
investments
NT$177,552,831 thousand and NT$152,827,360 thousand, respectively.
in subsidiaries not recognized as deferred
liabilities amounted
tax
g. Income tax examination
The tax authorities have examined income tax returns of TSMC through 2019. All investment tax credit
adjustments assessed by the tax authorities have been recognized accordingly.
27. EARNINGS PER SHARE
Basic EPS
Diluted EPS
Years Ended December 31
2021
2020
$ 23.01
$ 23.01
$ 19.97
$ 19.97
- 56 -
- 56 -
EPS is computed as follows:
Number of
Shares
(Denominator)
(In Thousands)
Amounts
(Numerator)
EPS (NT$)
Year Ended December 31, 2021
Basic/Diluted EPS
Net income available to common shareholders
of the parent
$ 596,540,013
25,930,380
$ 23.01
Year Ended December 31, 2020
Basic/Diluted EPS
Net income available to common shareholders
of the parent
$ 517,885,387
25,930,380
$ 19.97
28. SHARE-BASED PAYMENT ARRANGEMENTS
a. Employee restricted stock awards
The issuance of employee restricted stock awards (RSAs) for year 2021 of no more than 2,600 thousand
common shares has been approved by TSMC’s shareholders’ meeting held on July 26, 2021. The grants
will be made free of charge. Under the aforementioned resolution, TSMC’s Board of Directors
approved the issuance of RSAs of 1,387 thousand shares. The grant date and the issuance date will be
on March 1, 2022.
Vesting conditions of the aforementioned arrangement are as follow:
1) The RSAs granted to a key management personnel can only be vested if
(cid:31)
the key management personnel remains employed by TSMC on the last date of each vesting
period;
(cid:31) during the vesting period, the key management personnel may not breach any agreement with
the TSMC or violate the TSMC’s work rules; and
(cid:31) certain key management personnel performance metrics and the TSMC’s business performance
metrics are met.
2) The maximum percentage of granted RSAs that may be vested each year shall be as follows:
one-year anniversary of the grant: 50%; two-year anniversary of the grant: 25%; and three-year
anniversary of the grant: 25%; provided that the actual percentage and number of the RSAs to be
vested in each year will be calculated based on the achievement of the TSMC’s business
performance metrics.
3) The maximum number of RSAs that may be vested in each year will be set as 110%, among which
100% will be subject to a calculation based on the TSMC’s relative Total Shareholder Return
(”TSR”, including capital gains and dividends) achievement to determine the number of RSAs to be
vested; this number will be further subject to a modifier to increase or decrease up to 10% based on
the Compensation Committee’s evaluation of the TSMC’s Environmental, Social, and Governance
(”ESG”) achievements. The number of shares so calculated should be rounded down to the nearest
integral.
- 57 -
- 57 -
TSMC’s TSR relative to the
TSR of S&P 500 IT Index
Ratio of Shares to be Vested
Above the Index by X percentage points
Equal to the Index
Below the Index by X percentage points
50% + X * 2.5%, with the maximum of 100%
50% - X * 2.5%, with the minimum of 0%
50%
Restrictions imposed on the key management personnel’ rights in the RSAs before the vesting
conditions are fulfilled:
1) During each vesting period, no key management personnel granted RSAs, except for inheritance,
may sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise dispose
of, any shares under the unvested RSAs.
2) Before the vesting conditions are fulfilled, the attendance, proposal rights, speech rights, voting
rights and etc. shall be exercised by the engaged trustee/custodian on the key management
personnel’s behalf. Any other shareholder rights including but not limited to the entitlement to any
distribution regarding dividends, bonuses and capital reserve, and the subscription right of the new
shares issued for any capital increase, are the same as those of holders of common shares of TSMC.
3) Granted RSAs shall be deposited in a trust/custody account.
On February 15, 2022, TSMC’s Board of Directors approved the issuance of RSAs for year 2022 of no
more than 2,960 thousand common shares. The grants will be made free of charge. The actual number
of shares to be issued will be resolved by the Board of Directors after the RSAs is approved at the
shareholders' meeting and by the competent authority.
b. Cash-settled share-based payment arrangements
In February 2022, TSMC executed a compensation plan to grant no more than 236 thousand units of
employee cash-settled share-based payment arrangement without consideration. One unit of the right
represents a right to the market value of one TSMC’s common share when vested. The vesting
conditions and the ratio of units to be vested for key management personnel of the plan are the same as
the aforementioned RSAs for year 2021.
29. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
a. Depreciation of property, plant and equipment and right-of-use
assets
Recognized in cost of revenue
Recognized in operating expenses
Recognized in other operating income and expenses
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
- 58 -
- 58 -
Years Ended December 31
2021
2020
$ 386,103,923
27,936,211
147,566
$ 299,311,405
25,191,358
35,680
$ 414,187,700
$ 324,538,443
$
5,574,246
2,632,923
$
4,837,728
2,348,520
$
8,207,169
$
7,186,248
c. Employee benefits expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Other employee benefits
Employee benefits expense summarized by function
Recognized in cost of revenue
Recognized in operating expenses
Years Ended December 31
2021
2020
$
3,711,010
192,485
3,903,495
161,043,653
$
2,809,484
204,915
3,014,399
137,803,038
$ 164,947,148
$ 140,817,437
$ 98,012,833
66,934,315
$ 83,098,994
57,718,443
$ 164,947,148
$ 140,817,437
According to TSMC’s Articles of Incorporation, TSMC shall allocate compensation to directors and profit
sharing bonus to employees of TSMC not more than 0.3% and not less than 1% of annual profits during the
period, respectively.
TSMC accrued profit sharing bonus to employees based on a percentage of net income before income tax,
profit sharing bonus to employees and compensation to directors during the period; compensation to
directors was expensed based on estimated amount payable. If there is a change in the proposed amounts
after the annual consolidated financial statements are authorized for issue, the differences are recorded as a
change in accounting estimate. Accrued profit sharing bonus to employees is illustrated below:
Profit sharing bonus to employees
$ 35,601,449
$ 34,753,184
TSMC’s profit sharing bonus to employees and compensation to directors for 2021, 2020 and 2019 had
been approved by the Board of Directors of TSMC, as illustrated below:
Years Ended December 31
2021
2020
Resolution Date of TSMC’s Board of
Directors in its meeting
2021
Years Ended December 31
2020
February 15, February 9, February 11,
2021
2020
2019
2022
Profit sharing bonus to employees
Compensation to directors
$ 35,601,449
$
487,537
$ 34,753,184
$
509,753
$ 23,165,745
360,404
$
There is no significant difference between the aforementioned approved amounts and the amounts charged
against earnings of 2021, 2020 and 2019, respectively.
The information about the appropriations of TSMC’s profit sharing bonus to employees and compensation
to directors is available at the Market Observation Post System website.
- 59 -
- 59 -
30. CASH FLOW INFORMATION
a. Non-cash transactions
Additions of financial assets at FVTOCI
Conversion of convertible bonds into equity securities
Exchange of equity instruments
Changes in accrued expenses and other current liabilities
Years Ended December 31
2021
2020
$ 253,613,917
-
$ 268,653,527
(120,548)
-
(5,895,483)
(106,185)
2,380,947
Payments for acquisition of financial assets at FVTOCI
$ 255,888,679
$ 262,637,496
Disposal of financial assets at FVTOCI
Changes in other financial assets
Exchange of equity instruments
$ 251,201,439
3,509,283
(106,185)
$ 269,011,852
(2,079,936)
-
Proceeds from disposal of financial assets at FVTOCI
$ 254,604,537
$ 266,931,916
Additions of property, plant and equipment
Changes in other financial assets
Exchange of assets
Changes in payables to contractors and equipment suppliers
Transferred to initial carrying amount of hedged items
$ 835,406,296
1,933,965
(3,256,517)
5,153,380
$ 525,720,748
584,782
(1,148)
(19,085,925)
20,265
(41,416)
Payments for acquisition of property, plant and equipment
$ 839,195,708
$ 507,238,722
Additions of intangible assets
Changes in other financial assets
Changes in account payable
Changes in accrued expenses and other current liabilities
$
9,318,478
2,950
-
(280,677)
$ 12,559,467
10,457
191,429
(3,218,966)
Payments for acquisition of intangible assets
$
9,040,751
$
9,542,387
b. Reconciliation of liabilities arising from financing activities
Balance as of
January 1,
2021
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2021
Non-cash changes
Short-term loans
Bonds payable
Long-term bank loans
Lease liabilities
$ 88,559,026 $ 35,668,397 $
256,705,084 361,255,068
1,510,000
(2,178,297 )
1,967,611
22,388,674
(8,777,416 ) $
(3,646,920 )
-
(82,377 )
- $
-
-
2,619,341
(528,674 ) $ 114,921,333
157,420 614,470,652
3,475,798
22,940,665
(1,813 )
193,324
Total
$ 369,620,395 $ 396,255,168 $ (12,506,713 ) $
2,619,341 $
(179,743 ) $ 755,808,448
Balance as of
January 1,
2020
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2020
Non-cash changes
Short-term loans
Bonds payable
Long-term bank loans
Lease liabilities
$ 118,522,290 $ (31,571,567 ) $
56,900,000 204,534,945
2,000,000
(2,819,733 )
-
17,316,917
1,608,303 $
(4,758,550 )
-
(78,493 )
- $
-
-
7,742,231
- $ 88,559,026
28,689 256,705,084
1,967,611
(32,389 )
22,388,674
227,752
Total
$ 192,739,207 $ 172,143,645 $
(3,228,740 ) $
7,742,231 $
224,052 $ 369,620,395
Note: Other changes include discounts on short-term loans, amortization of bonds payable, amortization of long-term bank
loan interest subsidy and financial cost of lease liabilities.
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- 60 -
31. CAPITAL MANAGEMENT
The Company requires significant amounts of capital to build and expand its production facilities and acquire
additional equipment. In consideration of the industry dynamics, the Company manages its capital in a
manner to ensure that it has sufficient and necessary financial resources to fund its working capital needs,
capital asset purchases, research and development activities, dividend payments, debt service requirements
and other business requirements associated with its existing operations over the next 12 months.
32. FINANCIAL INSTRUMENTS
a. Categories of financial instruments
Financial assets
FVTPL (Note 1)
FVTOCI (Note 2)
Hedging financial assets
Amortized cost (Note 3)
Financial liabilities
FVTPL (Note 4)
Hedging financial liabilities
Amortized cost (Note 5)
December 31,
2021
December 31,
2020
159,048 $
2,259,412
$
129,607,052 129,918,694
47
1,283,715,674 826,293,705
13,468
$1,413,495,242 $ 958,471,858
$
94,128
681,914 $
1,169
9,642
1,355,957,244 748,129,332
$1,356,648,800 $ 748,224,629
Note 1: Financial assets mandatorily measured at FVTPL.
Note 2: Including notes and accounts receivable (net), equity and debt investments.
Note 3: Including cash and cash equivalents, financial assets at amortized cost, notes and accounts
receivable (including related parties), other receivables and refundable deposits.
Note 4: Held for trading.
Note 5: Including short-term loans, accounts payable (including related parties), payables to contractors
and equipment suppliers, cash dividends payable, accrued expenses and other current liabilities,
bonds payable, long-term bank loans, guarantee deposits and other noncurrent liabilities.
b. Financial risk management objectives
The Company manages its exposure to foreign currency risk, interest rate risk, equity price risk, credit
risk and liquidity risk with the objective to reduce the potentially adverse effects the market
uncertainties may have on its financial performance.
The plans for material treasury activities are reviewed by the Audit Committees and/or Board of Directors
in accordance with procedures required by relevant regulations or internal controls. During the
implementation of such plans, the Company must comply with certain treasury procedures that provide
guiding principles for overall financial risk management and segregation of duties.
- 61 -
- 61 -
c. Market risk
The Company is exposed to the financial market risks, primarily changes in foreign currency exchange
rates, interest rates and equity investment prices. A portion of these risks is hedged.
Foreign currency risk
Substantially all the Company’s sales are denominated in U.S. dollars and over half of its capital
expenditures are denominated in currencies other than NT dollars, primarily in U.S. dollars, Japanese
yen and Euros. As a result, any significant fluctuations to its disadvantage in the exchanges rate of NT
dollar against such currencies, in particular a weakening of U.S. dollar against NT dollar, would have
an adverse impact on the revenue and operating profit as expressed in NT dollars. The Company uses
foreign currency derivative contracts, such as currency forwards or currency swaps, to protect against
currency exchange rate risks associated with non-NT dollar-denominated assets and liabilities and
certain forecasted transactions. These hedges reduce, but do not entirely eliminate, the effect of foreign
currency exchange rate movements on the assets and liabilities.
Based on a sensitivity analysis performed on the Company’s total monetary assets and liabilities for the
years ended December 31, 2021 and 2020, a hypothetical adverse foreign currency exchange rate
change of 10% would have decreased its net income by NT$1,435,346 thousand and NT$897,722
thousand, respectively, after taking into account hedges and offsetting positions.
Interest rate risk
The Company is exposed to interest rate risks primarily related to its investment portfolio and outstanding
debt. Changes in interest rates affect the interest earned on the Company’s cash and cash equivalents
and fixed income securities, the fair value of those securities, as well as the interest paid on its debt.
The Company’s cash and cash equivalents as well as fixed income investments in both fixed- and
floating-rate securities carry a degree of interest rate risk. The majority of the Company’s fixed income
investments are fixed-rate securities, which are classified as financial assets at FVTOCI, and may have
their fair value adversely affected due to a rise in interest rates. At the same time, if interest rates fall,
cash and cash equivalents as well as floating-rate securities may generate less interest income than
expected. The Company has entered and may in the future enter into interest rate futures to partially
hedge the interest rate risk on its fixed income investments. However, these hedges can offset only a
small portion of the financial impact from movements in interest rates.
Based on a sensitivity analysis performed on the Company’s fixed income investments at the end of the
reporting period, interest rates increase of 100 basis points (1.00%) across all maturities would have
decreased the Company’s other comprehensive income by NT$3,767,071 thousand and NT$3,143,569
thousand for the years ended December 31, 2021 and 2020, respectively.
All of the Company’s short-term debt is floating-rate, hence a rise in interest rates may result in higher
interest expense than expected. The majority of the Company’s long-term debt is fixed-rate and
measured at amortized cost and as such, changes in interest rates would not affect the future cash flows
and the carrying amount.
Other price risk
The Company is exposed to equity price risk arising from financial assets at FVTOCI.
Assuming a hypothetical decrease of 10% in prices of the equity investments at the end of the reporting
period for the years ended December 31, 2021 and 2020, the other comprehensive income would have
decreased by NT$595,766 thousand and NT$446,470 thousand, respectively.
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- 62 -
d. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial losses to the Company. The Company is exposed to credit risks from operating activities,
primarily accounts receivable, and from investing activities, primarily deposits, fixed-income
investments and other financial instruments with banks. Credit risk is managed separately for business
related and financial related exposures. As of the end of the reporting period, the Company’s maximum
credit risk exposure is equal to the carrying amount of financial assets.
Business related credit risk
The Company’s accounts receivable are from its customers worldwide. The majority of the Company’s
outstanding accounts receivable are not covered by collaterals or guarantees. While the Company has
procedures to monitor and manage credit risk exposure on accounts receivable, there is no assurance
such procedures will effectively eliminate losses resulting from its credit risk. This risk is heightened
during periods when economic conditions worsen.
As of December 31, 2021 and 2020, the Company’s ten largest customers accounted for 79% of
accounts receivable in both years. The Company considers the concentration of credit risk for the
remaining accounts receivable not material.
Financial credit risk
The Company mitigates its financial credit risk by selecting counterparties with investment grade credit
ratings and by limiting the exposure to any individual counterparty. The Company regularly monitors
and reviews the limit applied to counterparties and adjusts the limit according to market conditions and
the credit standing of the counterparties.
The objective of the Company’s investment policy is to achieve a return that will allow the Company to
preserve principal and support liquidity requirements. The policy generally requires securities to be
investment grade and limits the amount of credit exposure to any one issuer. The Company assesses
whether there has been a significant increase in credit risk in the invested securities(cid:289) since initial
recognition by reviewing changes in external credit ratings, financial market conditions and material
information of the issuers.
The Company assesses the 12-month expected credit loss and lifetime expected credit loss based on the
probability of default and loss given default provided by external credit rating agencies. The current
credit risk assessment policies are as follows:
Category
Description
Basis for Recognizing
Expected Credit Loss
Expected
Credit Loss
Ratio
Performing
Credit rating is investment grade on
12 months expected credit
0-0.1%
Doubtful
Credit rating is non-investment grade
Lifetime expected credit
valuation date
loss
In default
Credit rating is CC or below on
on valuation date
Write-off
valuation date
There is evidence indicating that the
debtor is in severe financial
difficulty and the Company has no
realistic prospect of recovery
loss-not credit impaired
Lifetime expected credit
loss-credit impaired
Amount is written off
-
-
-
For the years ended December 31, 2021 and 2020, the expected credit loss decreased NT$3,293 thousand
and increased NT$1,054 thousand, respectively. The changes were mainly due to investment portfolio
adjustment.
- 63 -
- 63 -
e. Liquidity risk management
The objective of liquidity risk management is to ensure the Company has sufficient liquidity to fund its
business operations over the next 12 months. The Company manages its liquidity risk by maintaining
adequate cash and cash equivalents, financial assets at FVTOCI-current, financial assets at amortized
cost-current and sufficient cost-efficient funding.
The table below summarizes the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments, including principal and interest.
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
December 31, 2021
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
liabilities
Bonds payable
Long-term bank loans
Lease liabilities (including those
$ 114,767,034 $
- $
- $
- $ 114,767,034
48,722,789
145,742,148
-
-
-
-
-
48,722,789
-
145,742,148
120,240,359
13,580,628
183,671
-
42,801,397
2,217,112
-
191,458,126
1,153,900
-
506,504,958
-
120,240,359
754,345,109
3,554,683
classified under accrued expenses
and other current liabilities) (Note)
Others
2,371,568
-
445,608,197
3,896,249
164,991,929
213,906,687
3,385,295
-
195,997,321
14,649,235
-
24,302,347
164,991,929
521,154,193 1,376,666,398
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
December 31, 2020
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
liabilities
Bonds payable
Long-term bank loans
Lease liabilities (including those
187,708,035
(187,631,930 )
76,105
-
-
-
-
-
-
-
-
-
187,708,035
(187,631,930 )
76,105
$ 445,684,302 $ 213,906,687 $ 195,997,321 $ 521,154,193 $ 1,376,742,503
$
88,557,526 $
- $
- $
- $
88,557,526
41,095,002
157,804,961
-
-
-
-
-
41,095,002
-
157,804,961
71,995,747
5,327,971
8,000
-
27,631,589
847,389
-
59,986,812
1,170,944
-
207,152,135
-
71,995,747
300,098,507
2,026,333
classified under accrued expenses
and other current liabilities) (Note)
2,024,212
366,813,419
3,566,719
32,045,697
3,198,845
64,356,601
15,067,857
222,219,992
23,857,633
685,435,709
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
177,764,155
(181,457,960 )
(3,693,805 )
-
-
-
-
-
-
-
-
-
177,764,155
(181,457,960 )
(3,693,805 )
$ 363,119,614 $
32,045,697 $
64,356,601 $ 222,219,992 $ 681,741,904
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- 64 -
Note:
Information about the maturity analysis for lease liabilities more than 5 years:
5-10 Years
10-15 Years
15-20 Years
More Than
20 Years
Total
December 31, 2021
Lease liabilities
$
7,513,939 $
5,043,067 $
1,972,740 $
119,489 $ 14,649,235
5-10 Years
10-15 Years
15-20 Years
More Than
20 Years
Total
December 31, 2020
Lease liabilities
$
7,401,969 $
5,253,877 $
2,255,185 $
156,826 $ 15,067,857
f. Fair value of financial instruments
1) Fair value measurements recognized in the consolidated balance sheets
Fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value
is observable:
(cid:31) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities;
(cid:31) Level 2 fair value measurements are those derived from inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
(cid:31) Level 3 fair value measurements are those derived from valuation techniques that include inputs
for the asset or liability that are not based on observable market data (unobservable inputs).
The timing of transfers between levels within the fair value hierarchy is at the end of reporting period.
2) Fair value of financial instruments that are measured at fair value on a recurring basis
Fair value hierarchy
The following table presents the Company’s financial assets and liabilities measured at fair value on
a recurring basis:
Level 1
Level 2
Level 3
Total
December 31, 2021
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in debt instruments
Corporate bonds
Agency bonds/Agency
mortgage-backed securities
Government bonds
Asset-backed securities
Investments in equity instruments
Non-publicly traded equity
investments
Publicly traded stocks
Notes and accounts receivable, net
$
-
$
159,048
$
-
$
159,048
$
-
$ 57,253,161
$
-
21,267,002
-
32,070,114
78,792
8,660,424
-
-
-
-
$ 57,253,161
32,070,114
21,345,794
8,660,424
-
189,758
-
-
-
4,199,909
5,887,892
-
-
5,887,892
189,758
4,199,909
$ 21,456,760
$ 102,262,400
$ 5,887,892
$ 129,607,052
(Continued)
- 65 -
- 65 -
Level 1
Level 2
Level 3
Total
December 31, 2021
Hedging financial assets
Cash flow hedges
Forward interest rate contracts
$
-
$
13,468
$
-
$
13,468
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
-
$
681,914
$
-
$
681,914
Hedging financial liabilities
Fair value hedges
Interest rate futures contracts
$
9,642
$
-
$
-
$
9,642
(Concluded)
Level 1
Level 2
Level 3
Total
December 31, 2020
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in debt instruments
Corporate bonds
Agency bonds/Agency
mortgage-backed securities
Government bonds
Asset-backed securities
Investments in equity instruments
Non-publicly traded equity
investments
Publicly traded stocks
Notes and accounts receivable, net
Hedging financial assets
Fair value hedges
$
-
$ 2,259,412
$
-
$ 2,259,412
$
-
$ 56,593,623
$
-
13,279,154
-
43,977,113
180,349
8,368,264
-
-
-
-
$ 56,593,623
43,977,113
13,459,503
8,368,264
-
49,950
-
-
-
2,955,301
4,514,940
-
-
4,514,940
49,950
2,955,301
$ 13,329,104
$ 112,074,650
$ 4,514,940
$ 129,918,694
Interest rate futures contracts
$
47
$
-
$
-
$
47
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
-
$
94,128
$
-
$
94,128
Hedging financial liabilities
Fair value hedges
Interest rate futures contracts
$
1,169
$
-
$
-
$
1,169
Because certain equity investment’s quoted price (unadjusted) in active markets became available in
the fourth quarter of 2020, its fair value hierarchy was transferred from Level 2 to Level 1.
- 66 -
- 66 -
Reconciliation of Level 3 fair value measurements of financial assets
The financial assets measured at Level 3 fair value were equity investments classified as financial
assets at FVTOCI and financial assets at FVTPL. Reconciliations for the years ended December 31,
2021 and 2020 are as follows:
Years Ended December 31
2021
2020
Balance, beginning of year
Additions
Recognized in profit or loss
Recognized in other comprehensive income or loss
Disposals and proceeds from return of capital of investments
Effect of exchange rate changes
$ 4,514,940
319,177
-
1,821,762
(700,224)
(67,763)
$ 4,208,900
175,202
(3,821)
409,014
(51,060)
(223,295)
Balance, end of year
$ 5,887,892
$ 4,514,940
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of financial assets and financial liabilities are determined as follows:
(cid:31) The fair values of corporate bonds, agency bonds, agency mortgage-backed securities,
asset-backed securities and government bonds are determined by quoted market prices provided
by third party pricing services.
(cid:31) The fair values of forward contracts are measured using forward rates and discount rates derived
from quoted market prices.
(cid:31) The fair value of accounts receivable classified as at FVTOCI is determined by the present
value of future cash flows based on the discount rate that reflects the credit risk of
counterparties
Valuation techniques and assumptions used in Level 3 fair value measurement
The fair values of non-publicly traded equity investments (excluding those trading on the Emerging
Stock Board) are mainly determined by using the asset approach and market approach.
The asset approach takes into account the net asset value measured at the fair value by independent
parties. On December 31, 2021 and 2020, the Company uses unobservable inputs derived from
discount for lack of marketability of 10%. When other inputs remain equal, the fair value will
decrease by NT$51,372 thousand and NT39,006 thousand, respectively, if discounts for lack of
marketability increase by 1%.
For the remaining few investments, the market approach is used to arrive at their fair values, for
which the recent financing activities of investees, the market transaction prices of the similar
companies and market conditions are considered.
3) Fair value of financial instruments that are not measured at fair value
Except as detailed in the following table, the Company considers that the carrying amounts of
financial instruments in the consolidated financial statements that are not measured at fair value
approximate their fair values.
- 67 -
- 67 -
Fair value hierarchy
The table below sets out the fair value hierarchy for the Company’s financial assets and liabilities
which are not required to be measured at fair value:
Financial assets
Financial assets at amortized costs
Corporate bonds
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
Financial assets
Financial assets at amortized costs
Corporate bonds
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
December 31, 2021
Carrying
Amount
Level 2
Fair Value
$
5,306,962
$
5,317,957
$ 614,470,652
$ 613,514,692
December 31, 2020
Carrying
Amount
Level 2
Fair Value
$ 10,970,199
$ 11,053,550
$ 256,705,084
$ 257,551,196
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of corporate bonds and the Company’s bonds payable are determined by quoted
market prices provided by third party pricing services.
33. RELATED PARTY TRANSACTIONS
Intercompany balances and transactions between TSMC and its subsidiaries, which are related parties of
TSMC, have been eliminated upon consolidation; therefore those items are not disclosed in this note. The
following is a summary of significant transactions between the Company and other related parties:
a. Related party name and categories
Related Party Name
Related Party Categories
GUC
VIS
SSMC
Xintec
TSMC Education and Culture Foundation
TSMC Charity Foundation
Associates
Associates
Associates
Associates
Other related parties
Other related parties
- 68 -
- 68 -
b. Net revenue
Item
Related Party Categories
Net revenue from sale of goods Associates
$ 8,475,908
$ 8,129,764
Years Ended December 31
2021
2020
c. Purchases
Related Party Categories
Associates
d. Receivables from related parties
Years Ended December 31
2021
2020
$ 7,569,787
$ 7,606,421
December 31,
2021
December 31,
2020
Item
Related Party Name/Categories
Receivables from related
parties
GUC
Xintec
Other receivables from related SSMC
parties
VIS
Other associates
e. Payables to related parties
$ 597,836
117,488
$ 370,643
187,488
$ 715,324
$ 558,131
$ 50,375
11,156
-
$ 45,291
4,311
1,043
$ 61,531
$ 50,645
December 31,
2021
December 31,
2020
Item
Related Party Name/Categories
Payables to related parties
Xintec
VIS
SSMC
Other associates
f. Accrued expenses and other current liabilities
$
725,325
357,151
349,211
5,499
$ 1,358,624
311,406
400,819
36,869
$ 1,437,186
$ 2,107,718
December 31,
2021
December 31,
2020
Item
Related Party Categories
Contract liabilities
Associates
$ 726,350
$
-
- 69 -
- 69 -
g. Others
Years Ended December 31
2021
2020
Item
Related Party Categories
Manufacturing expenses
Associates
$ 5,459,919
$ 5,439,978
The sales prices and payment terms to related parties were not significantly different from those of sales
to third parties. For other related party transactions, price and terms were determined in accordance with
mutual agreements.
The Company leased factory and office from associates. The lease terms and prices were both
determined in accordance with mutual agreements. The rental expenses were paid to associates
monthly; the related expenses were both classified under manufacturing expenses.
h. Compensation of key management personnel
The compensation to directors and other key management personnel were as follows:
Short-term employee benefits
Post-employment benefits
Years Ended December 31
2021
2020
$ 2,886,786
2,900
$ 2,666,696
2,334
$ 2,889,686
$ 2,669,030
The compensation to directors and other key management personnel were determined by the
Compensation Committee of TSMC in accordance with the individual performance and market trends.
34. PLEDGED ASSETS
The Company provided certificate of deposits recorded in other financial assets as collateral mainly for
building construction, building lease agreements and energy purchase agreements. As of December 31,
2021 and 2020, the aforementioned other financial assets amounted to NT$210,235 thousand and
NT$135,375 thousand, respectively.
35. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
Significant contingent liabilities and unrecognized commitments of the Company as of the end of the
reporting period, excluding those disclosed in other notes, were as follows:
a. Under a technical cooperation agreement with Industrial Technology Research Institute, the R.O.C.
Government or its designee approved by TSMC can use up to 35% of TSMC’s capacity provided
TSMC’s outstanding commitments to its customers are not prejudiced. The term of this agreement is for
five years beginning from January 1, 1987 and is automatically renewed for successive periods of five
years unless otherwise terminated by either party with one year prior notice. As of December 31, 2021,
the R.O.C. Government did not invoke such right.
- 70 -
- 70 -
b. Under a Shareholders Agreement entered into with Philips and EDB Investments Pte Ltd. on March 30,
1999, the parties formed a joint venture company, SSMC, which is an integrated circuit foundry in
Singapore. TSMC’s equity interest in SSMC was 32%. Nevertheless, in September 2006, Philips
spun-off its semiconductor subsidiary which was renamed as NXP B.V. Further, TSMC and NXP B.V.
purchased all the SSMC shares owned by EDB Investments Pte Ltd. pro rata according to the
Shareholders Agreement on November 15, 2006. After the purchase, TSMC and NXP B.V. currently
own approximately 39% and 61% of the SSMC shares, respectively. TSMC and NXP B.V. are
required, in the aggregate, to purchase at least 70% of SSMC’s capacity, but TSMC alone is not
required to purchase more than 28% of the capacity. If any party defaults on the commitment and the
capacity utilization of SSMC falls below a specific percentage of its capacity, the defaulting party is
required to compensate SSMC for all related unavoidable costs. There was no default from the
aforementioned commitment as of December 31, 2021.
c. TSMC entered into long-term purchase agreements of materials and supplies and agreements of waste
disposal with multiple suppliers. The relative minimum fulfillment quantity and price are specified in
the agreements.
d. TSMC entered into a long-term purchase agreement of equipment. The relative fulfillment quantity and
price are specified in the agreement.
e. TSMC entered into long-term energy purchase agreements with multiple suppliers. The relative
fulfillment period, quantity and price are specified in the agreements.
f. Amounts available under unused letters of credit as of December 31, 2021 and 2020 were NT$136,710
thousand and NT$56,194 thousand, respectively.
36. EXCHANGE RATE INFORMATION OF FOREIGN-CURRENCY FINANCIAL ASSETS AND
LIABILITIES
The following information was summarized according to the foreign currencies other than the functional
currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into
the functional currency. The significant financial assets and liabilities denominated in foreign currencies
were as follows:
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note 1)
Carrying
Amount
(In Thousands)
December 31, 2021
Financial assets
Monetary items
USD
USD
EUR
EUR
JPY
$ 11,445,396
2,023,233
14,964
40,326
10,921,880
- 71 -
- 71 -
27.674
31.460
6.379(Note 2)
7.252(Note 3)
0.2414
$ 316,739,883
55,990,951
470,776
1,268,665
2,636,542
(Continued)
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2020
Financial assets
Monetary items
USD
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note 1)
Carrying
Amount
(In Thousands)
$ 11,958,503
3,539,320
112,456,908
27.674
31.460
0.2414
$ 330,939,620
111,347,020
27,147,098
6,984,545
785,171
13,820
83,593,234
28.097
34.587
0.2729
6.540(Note 2)
196,244,748
22,060,962
478,002
22,812,594
6,966,889
4,150,215
105,112,663
28.097
34.587
0.2729
195,748,671
143,543,499
28,685,246
(Concluded)
Note 1: Except as otherwise noted, exchange rate represents the number of NT dollar for which one
foreign currency could be exchanged.
Note 2: The exchange rate represents the number of RMB for which one U.S. dollar could be exchanged.
Note 3: The exchange rate represents the number of RMB for which one Euro could be exchanged.
Please refer to the consolidated statements of comprehensive income for the total of realized and unrealized
foreign exchange gain and loss for the years ended December 31, 2021 and 2020, respectively. Since there
were varieties of foreign currency transactions and functional currencies within the subsidiaries of the
Company, the Company was unable to disclose foreign exchange gain (loss) towards each foreign currency
with significant impact.
37. ADDITIONAL DISCLOSURES
Following are the additional disclosures required by the Securities and Futures Bureau for TSMC:
a. Financings provided: See Table 1 attached;
b. Endorsement/guarantee provided: See Table 2 attached;
c. Marketable securities held (excluding investments in subsidiaries and associates): See Table 3 attached;
d. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of
the paid-in capital: See Table 4 attached;
- 72 -
- 72 -
e. Acquisition of individual real estate properties at costs of at least NT$300 million or 20% of the paid-in
capital: See Table 5 attached;
f. Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in
capital: None;
g. Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital:
See Table 6 attached;
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital:
See Table 7 attached;
i.
Information about the derivative financial instruments transaction: See Notes 7 and 10;
j. Others: The business relationship between the parent and the subsidiaries and significant transactions
between them: See Table 8 attached;
k. Names, locations, and related information of investees over which TSMC exercises significant
influence (excluding information on investment in mainland China): See Table 9 attached;
l.
Information on investment in mainland China
1) The name of the investee in mainland China, the main businesses and products, its issued capital,
method of investment, information on inflow or outflow of capital, percentage of ownership,
income (losses) of the investee, share of profits/losses of investee, ending balance, amount received
as dividends from the investee, and the limitation on investee: See Table 10 attached.
2) Significant direct or indirect transactions with the investee, its prices and terms of payment,
unrealized gain or loss, and other related information which is helpful to understand the impact of
investment in mainland China on financial reports: See Table 8 attached.
m. Information of major shareholders
List of all shareholders with ownership of 5 percent or greater showing the names and the number of
shares and percentage of ownership held by each shareholder: See Table 11 attached.
38. OPERATING SEGMENTS INFORMATION
a. Operating segments, segment revenue and operating results
TSMC’s chief operating decision makers periodically review operating results, focusing on operating
income generated by foundry segment. Operating results are used for resource allocation and/or
performance assessment. As a result, the Company has only one operating segment, the foundry
segment. The foundry segment engages mainly in the manufacturing, sales, packaging, testing and
computer-aided design of integrated circuits and other semiconductor devices and the manufacturing of
masks.
The basis for the measurement of income from operations is the same as that for the preparation of
financial statements. Please refer to the consolidated statements of comprehensive income for the
related segment revenue and operating results.
- 73 -
- 73 -
b. Geographic and major customers’ information were as follows:
1) Geographic information
Noncurrent Assets
Taiwan
United States
China
Europe, the Middle East and Africa
Japan
Others
December 31,
2021
December 31,
2020
$ 1,953,007,722 $1,569,080,378
9,455,505
34,456,406
174,169
327,250
2,996
41,208,723
41,895,164
143,916
1,011,043
539
$ 2,037,267,107 $1,613,496,704
Noncurrent assets include property, plant and equipment, right-of-use assets, intangible assets and
other noncurrent assets.
2) Major customers representing at least 10% of net revenue
Years Ended December 31
2021
2020
Amount
%
Amount
%
$ 336,775,511
25
NA (Note) NA
12
167,390,758
Customer A
Customer B
Customer C
$ 405,402,955
26
153,740,831 10
NA
NA
Note: Revenue less than 10% of the Company’s net revenue.
- 74 -
- 74 -
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T
Taiwan Semiconductor Manufacturing
Company Limited
Parent Company Only Financial Statements for the
Years Ended December 31, 2021 and 2020 and
Independent Auditors’ Report
-
4
1
1
-
- 115 -
- 115 -
- 116 -
- 117 -
to be capable of operating in the intended manner. Changes in these assumptions could have a significant impact
on when depreciation is recognized.
Given the subjectivity in determining the date to commence depreciation of EUI/CIP, performing audit
procedures to evaluate the reasonableness of the Company’s judgments and assumptions required a high degree
of auditor judgment. Consequently, the validity of commencement of depreciation related to PP&E classified as
EUI/CIP is identified as a key audit matter.
Our audit procedures related to the evaluation of when to commence depreciation of EUI/CIP included the
following, among others:
1. We read the Company’s policy and understood the criteria used to determine when to commence depreciation.
2. We tested the effectiveness of the controls over the evaluation of when to commence depreciation of EUI/CIP.
3. We sampled the year-end balance of EUI/CIP and performed the following for each selection:
a. Evaluated whether the selection did not meet the criteria specified by the Company for commencement
of depreciation.
b. Observed the assets and evaluated their status.
4. We sampled and evaluated whether the selection of EUI/CIP met the criteria specified by the Company for
commencement of depreciation during the year.
5. We sampled and evaluated whether the selection of EUI/CIP met the criteria specified by the Company for
commencement of depreciation subsequent to year end.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only
Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial
statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities
Issuers, and for such internal control as management determines is necessary to enable the preparation of parent
company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the
Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the auditing standards generally accepted in the Republic of China will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these parent company only financial statements.
- 118 -
- 118 -
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the parent company only financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures
in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the parent company only financial statements,
including the disclosures, and whether the parent company only financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Company to express an opinion on the parent company only financial statements. We
are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the parent company only financial statements for the year ended December 31,
2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
- 119 -
- 119 -
- 120 -
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Notes and accounts receivable, net (Note 9)
Receivables from related parties (Note 30)
Other receivables from related parties (Note 30)
Inventories (Notes 5 and 10)
Other financial assets
Other current assets
Total current assets
NONCURRENT ASSETS
Financial assets at fair value through other comprehensive income
Investments accounted for using equity method (Note 11)
Property, plant and equipment (Notes 5 and 12)
Right-of-use assets (Notes 5 and 13)
Intangible assets (Notes 5 and 14)
Deferred income tax assets (Notes 5 and 23)
Refundable deposits
Other noncurrent assets
Total noncurrent assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans (Notes 15 and 27)
Financial liabilities at fair value through profit or loss (Note 7)
Accounts payable
Payables to related parties (Note 30)
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors (Note 26)
Payables to contractors and equipment suppliers
Cash dividends payable (Note 18)
Income tax payable (Notes 5 and 23)
Long-term liabilities - current portion (Notes 16 and 27)
Accrued expenses and other current liabilities (Notes 5, 13, 19, 27 and 30)
Total current liabilities
NONCURRENT LIABILITIES
Bonds payable (Notes 16 and 27)
Deferred income tax liabilities (Notes 5 and 23)
Lease liabilities (Notes 5, 13 and 27)
Net defined benefit liability (Note 17)
Guarantee deposits
Others (Notes 19 and 30)
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Capital stock (Note 18)
Capital surplus (Note 18)
Retained earnings (Note 18)
Appropriated as legal capital reserve
Appropriated as special capital reserve
Unappropriated earnings
Others (Note 18)
Total equity
TOTAL
The accompanying notes are an integral part of the parent company only financial statements.
- 121 -
- 121 -
December 31, 2021
Amount
%
December 31, 2020
Amount
%
$ 396,294,241
145,280
45,900,297
138,352,374
5,227,425
185,159,848
3,861,859
8,264,613
12
-
2
4
-
5
-
-
$ 303,165,717
2,125,825
34,611,115
101,781,174
1,714,334
130,298,036
1,425,594
5,827,453
11
-
1
4
-
5
-
-
783,205,937
23
580,949,248
21
998,400
602,642,544
1,889,970,529
30,123,052
22,910,400
47,780,990
862,893
400
-
18
56
1
1
1
-
-
834,830
564,597,508
1,511,784,556
25,184,827
21,733,597
24,678,225
1,249,552
2,492,770
-
21
55
1
1
1
-
-
2,595,289,208
77
2,152,555,865
79
$ 3,378,495,145
100
$ 2,733,505,113
100
$ 114,921,333
636,472
41,204,422
7,687,673
20,814,434
36,088,986
136,212,285
142,617,093
58,755,245
4,400,000
141,495,427
3
-
1
-
1
1
4
4
2
-
4
$ 175,659,726
93,153
36,238,637
7,017,623
17,478,038
35,262,937
156,342,457
129,651,902
53,297,025
2,600,000
66,888,237
7
-
1
-
1
1
6
5
2
-
2
704,833,370
20
680,529,735
25
307,783,409
1,848,966
18,742,323
11,036,879
680,137
165,283,508
9
-
1
-
-
5
170,450,745
1,716,367
18,480,111
11,914,074
259,073
497,752
505,375,222
15
203,318,122
6
-
1
1
-
-
8
1,210,208,592
35
883,847,857
33
259,303,805
64,761,602
8
2
259,303,805
56,347,243
9
2
311,146,899
59,304,212
1,536,378,550
1,906,829,661
9
2
46
57
311,146,899
42,259,146
1,235,280,036
1,588,686,081
(62,608,515)
(2)
(54,679,873)
11
2
45
58
(2)
2,168,286,553
65
1,849,657,256
67
$ 3,378,495,145
100
$ 2,733,505,113
100
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2021
2020
Amount
%
Amount
%
NET REVENUE (Notes 5, 19 and 30)
$ 1,574,745,881
100
$ 1,314,793,013
100
COST OF REVENUE (Notes 5, 10, 26 and 30)
786,116,844
50
632,788,990
48
GROSS PROFIT
788,629,037
50
682,004,023
52
OPERATING EXPENSES (Notes 5, 26 and 30)
Research and development
General and administrative
Marketing
123,417,275
30,967,600
4,282,882
8
2
-
108,613,789
26,312,285
4,359,436
8
2
1
Total operating expenses
158,667,757
10
139,285,510
11
OTHER OPERATING INCOME AND EXPENSES, NET
(Notes 12, 13 and 26)
(328,444)
-
746,994
-
INCOME FROM OPERATIONS
629,632,836
40
543,465,507
41
NON-OPERATING INCOME AND EXPENSES
Share of profits of subsidiaries and associates (Note 11)
Interest income (Note 20)
Other income
Foreign exchange gain (loss), net (Note 32)
Finance costs (Note 21)
Other gains and losses, net (Note 22)
26,837,174
927,754
789,810
14,682,696
(2,534,721)
(9,833,358)
2
-
-
1
-
(1)
34,902,194
951,877
209,885
(1,759,386)
(1,766,297)
6,615,162
Total non-operating income and expenses
30,869,355
2
39,153,435
3
-
-
-
-
-
3
INCOME BEFORE INCOME TAX
660,502,191
42
582,618,942
44
INCOME TAX EXPENSE (Notes 5 and 23)
63,962,178
4
64,733,555
5
NET INCOME
596,540,013
38
517,885,387
39
OTHER COMPREHENSIVE INCOME (LOSS) (Notes 5,
11, 17, 18 and 23)
Items that will not be reclassified subsequently to profit or
loss:
Remeasurement of defined benefit obligation
Unrealized gain/(loss) on investments in equity
instruments at fair value through other comprehensive
income
Gain (loss) on hedging instruments
Share of other comprehensive gain of subsidiaries and
associates
Income tax (expense) benefit related to items that will
not be reclassified subsequently
242,079
170,127
(41,416)
1,697,885
(85,269)
1,983,406
-
-
-
-
-
-
(3,516,749)
-
(41,995)
24,085
453,603
422,663
(2,658,393)
-
-
-
-
-
(Continued)
- 122 -
- 122 -
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2021
2020
Amount
%
Amount
%
Items that may be reclassified subsequently to profit or
loss:
Exchange differences arising on translation of foreign
operations
$
(6,182,507)
-
$
(29,853,603)
(2)
Share of other comprehensive gain/(loss) of subsidiaries
and associates
(3,422,853)
(9,605,360)
-
-
2,190,087
-
(27,663,516)
(2)
Other comprehensive loss for the year, net of income
tax
(7,621,954)
-
(30,321,909)
(2)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
$ 588,918,059
38
$ 487,563,478
37
EARNINGS PER SHARE (NT$, Note 24)
Basic earnings per share
Diluted earnings per share
$
$
23.01
23.01
$
$
19.97
19.97
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
- 123 -
- 123 -
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-
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expense
Amortization expense
Finance costs
Share of profits of subsidiaries and associates
Interest income
Loss (gain) on disposal or retirement of property, plant and equipment, net
Gain on disposal or retirement of intangible assets, net
Impairment loss on property, plant and equipment
Gain on financial instruments at fair value through profit or loss, net
Gain on foreign exchange, net
Dividend income
Others
Changes in operating assets and liabilities:
Financial instruments at fair value through profit or loss
Notes and accounts receivable, net
Receivables from related parties
Other receivables from related parties
Inventories
Other financial assets
Other current assets
Accounts payable
Payables to related parties
Salary and bonus payable
Accrued profit sharing bonus to employees and compensation to directors
Accrued expenses and other current liabilities
Other noncurrent liabilities
Net defined benefit liability
Cash generated from operations
Income taxes paid
2021
2020
$ 660,502,191
$ 582,618,942
402,931,257
8,100,730
2,534,721
(26,837,174)
(927,754)
222,387
(7,332)
274,388
-
(16,975,706)
(178,979)
(370,086)
2,482,448
(11,289,182)
(36,571,200)
(3,503,728)
(54,861,812)
(2,371,699)
(2,445,945)
4,965,785
(746,871)
3,336,396
826,049
82,992,551
154,036,474
(635,116)
1,165,482,793
(81,550,608)
313,379,686
7,047,694
1,766,297
(34,902,194)
(951,877)
(266,581)
(7,960)
-
(8,289)
(7,747,615)
(186,854)
13,808
(2,973,199)
13,002,568
(19,586,673)
(684,360)
(54,034,185)
(1,091,188)
(1,174,789)
400,931
1,300,988
3,262,877
11,736,788
19,228,140
-
(785,171)
829,357,784
(49,747,636)
Net cash generated by operating activities
1,083,932,185
779,610,148
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Equity interest in subsidiary
Property, plant and equipment
Intangible assets
Proceeds from disposal or redemption of:
Property, plant and equipment
Proceeds from return of capital of investments in equity instruments at fair
value through other comprehensive income
Derecognition of hedging financial instruments
Interest received
Other dividends received
Dividends received from investments accounted for using equity method
(157,243)
(793,327,208)
(8,998,084)
(937,679)
(494,310,468)
(9,482,909)
462,138
1,070,855
6,257
-
902,872
178,979
2,560,790
285
19,786
958,590
186,854
2,752,043
(Continued)
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- 125 -
Taiwan Semiconductor Manufacturing Company Limited
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
Increase in prepayments for leases
Refundable deposits paid
Refundable deposits refunded
2021
2020
$
(1,200,000) $
(225,347)
605,714
(4,687,970)
(667,219)
1,427,743
Net cash used in investing activities
(799,191,132)
(503,670,089)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term loans
Proceeds from short-term bills payable
Repayments of short-term bills payable
Proceeds from issuance of bonds
Repayment of bonds
Payments for transaction costs attributable to the issuance of bonds
Repayment of the principal portion of lease liabilities
Interest paid
Guarantee deposits received
Guarantee deposits refunded
Cash dividends
Disposal of ownership interests in subsidiaries (without losing control)
Payment of partial acquisition of interests in subsidiaries
Donation from shareholders
(50,538,933)
-
-
142,318,000
(2,600,000)
(146,157)
(1,466,130)
(1,997,383)
467,964
(7,234)
(265,786,399)
9,451,798
(21,318,931)
10,876
31,944,333
7,485,303
(7,500,000)
149,085,000
(31,800,000)
(155,818)
(2,168,114)
(1,729,192)
144,364
(13,695)
(259,303,805)
-
(220,480)
7,064
Net cash used in financing activities
(191,612,529)
(114,225,040)
NET INCREASE IN CASH AND CASH EQUIVALENTS
93,128,524
161,715,019
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
303,165,717
141,450,698
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 396,294,241
$ 303,165,717
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
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- 126 -
Taiwan Semiconductor Manufacturing Company Limited
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. GENERAL
Taiwan Semiconductor Manufacturing Company Limited (the “Company” or “TSMC”), a Republic of
China (R.O.C.) corporation, was incorporated on February 21, 1987. The Company is a dedicated foundry
in the semiconductor industry which engages mainly in the manufacturing, sales, packaging, testing and
computer-aided design of integrated circuits and other semiconductor devices and the manufacturing of
masks.
On September 5, 1994, the Company’s shares were listed on the Taiwan Stock Exchange (TWSE). On
October 8, 1997, the Company listed some of its shares of stock on the New York Stock Exchange (NYSE)
in the form of American Depositary Shares (ADSs).
The address of its registered office and principal place of business is No. 8, Li-Hsin Rd. 6, Hsinchu Science
Park, Taiwan.
2. THE AUTHORIZATION OF FINANCIAL STATEMENTS
The accompanying parent company only financial statements were approved and authorized for issue by the
Board of Directors on February 15, 2022.
3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING
STANDARDS
a. Initial application of the amendments to the International Financial Reporting Standards (IFRS),
International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC)
(collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did
not have a significant effect on the Company’s accounting policies.
b. Amendments to the IFRSs issued by International Accounting Standards Board (IASB) and endorsed by
the FSC with effective date starting 2022
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Annual Improvements to IFRS Standards 2018 - 2020 Cycle
Amendments to IFRS 3 “Reference to the Conceptual Framework”
Amendments to IAS 16 “Property, Plant and Equipment(cid:289) (cid:302)(cid:289) Proceeds
January 1, 2022
January 1, 2022
January 1, 2022
before Intended Use”
Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a
January 1, 2022
Contract”
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c. The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
To be determined by IASB
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or
January 1, 2023
Non-current”
Amendments to IAS 1 “Disclosure of Accounting Policies”
Amendments to IAS 8 “Definition of Accounting Estimates”
Amendments to IAS 12 “Deferred Tax related to Assets and
January 1, 2023
January 1, 2023
January 1, 2023
Liabilities arising from a Single Transaction”
As of the date the accompanying parent company only financial statements were authorized for issue,
the Company continues in evaluating the impact on its financial position and financial performance
from the initial adoption of the aforementioned standards or interpretations and related applicable
period. The related impact will be disclosed when the Company completes its evaluation.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For the convenience of readers, the accompanying parent company only financial statements have been
translated into English from the original Chinese version prepared and used in the R.O.C. If there is any
conflict between the English version and the original Chinese version or any difference in the interpretation
of the two versions, the Chinese-language parent company only financial statements shall prevail.
Statement of Compliance
The accompanying parent company only financial statements have been prepared in conformity with the
Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Accounting
Standards Used in Preparation of the Parent Company Only Financial Statements”).
Basis of Preparation
The accompanying parent company only financial statements have been prepared on the historical cost basis
except for financial instruments that are measured at fair values, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for the assets.
When preparing the parent company only financial statements, the Company account for subsidiaries and
associates by using the equity method. In order to agree with the amount of net income, other
comprehensive income and equity attributable to shareholders of the parent in the consolidated financial
statements, the differences of the accounting treatment between the parent company only basis and the
consolidated basis are adjusted under the heading of investments accounted for using equity method, share
of profits of subsidiaries and associates and share of other comprehensive income of subsidiaries and
associates in the parent company only financial statements.
Foreign Currencies
In preparing the parent company only financial statements, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of
the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date. Such exchange differences are recognized in profit or loss in
the year in which they arise. Non-monetary items measured at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange
differences arising on the retranslation of non-monetary items are included in profit or loss for the year except
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for exchange differences arising on the retranslation of non-monetary items in respect of which gains and
losses are recognized directly in other comprehensive income, in which case, the exchange differences are
also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of
historical cost in foreign currencies are not retranslated.
For the purposes of presenting parent company only financial statements, the assets and liabilities of the
Company’s foreign operations are translated into NT$ using exchange rates prevailing at the end of each
reporting period. Income and expense items are translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in
equity.
Classification of Current and Noncurrent Assets and Liabilities
Current assets are assets held for trading purposes and assets expected to be converted to cash, sold or
consumed within one year from the end of the reporting period. Current liabilities are obligations incurred
for trading purposes and obligations expected to be settled within one year from the end of the reporting
period. Assets and liabilities that are not classified as current are noncurrent assets and liabilities, respectively.
Cash Equivalents
Cash equivalents, for the purpose of meeting short-term cash commitments, consist of highly liquid time
deposits and investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
Financial Instruments
Financial assets and liabilities shall be recognized when the Company becomes a party to the contractual
provisions of the instruments.
Financial assets and liabilities are initially recognized at fair values. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognized immediately in profit or loss.
Financial Assets
The classification of financial assets depends on the nature and purpose of the financial assets and is
determined at the time of initial recognition. Regular way purchases or sales of financial assets are recognized
and derecognized on a trade date or settlement date basis for which financial assets were classified in the
same way, respectively. Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the time frame established by regulation or convention in the marketplace.
a. Category of financial assets and measurement
Financial assets are classified into the following categories: financial assets at FVTPL, investments in
debt instruments and equity instruments at FVTOCI, and financial assets at amortized cost.
1) Financial asset at FVTPL
For certain financial assets which include debt instruments that do not meet the criteria of amortized
cost or FVTOCI, it is mandatorily required to measure them at FVTPL. Any gain or loss arising
from remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or loss
incorporates any interest earned on the financial asset.
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2) Investments in debt instruments at FVTOCI
Debt instruments with contractual terms specifying that cash flows are solely payments of principal
and interest on the principal amount outstanding, together with objective of collecting contractual
cash flows and selling the financial assets, are measured at FVTOCI.
Interest income calculated using the effective interest method, foreign exchange gains and losses
and impairment gains or losses on investments in debt instruments at FVTOCI are recognized in
profit or loss. Other changes in the carrying amount of these debt instruments are recognized in
other comprehensive income and will be reclassified to profit or loss when these debt instruments
are disposed.
3) Investments in equity instruments at FVTOCI
On initial recognition, the Company may irrevocably designate investments in equity investments
that is not held for trading as at FVTOCI.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains
and losses arising from changes in fair value recognized in other comprehensive income and
accumulated in other equity.
Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss
when the Company’s right to receive the dividends is established, unless the Company’s rights
clearly represent a recovery of part of the cost of the investment.
4) Measured at amortized cost
Cash and cash equivalents, debt instrument investments, notes and accounts receivable (including
related parties), other receivables and refundable deposits are measured at amortized cost.
Debt instruments with contractual terms specifying that cash flows are solely payments of principal
and interest on the principal amount outstanding, together with objective of holding financial assets
in order to collect contractual cash flows, are measured at amortized cost.
Subsequent to initial recognition, financial assets measured at amortized cost are measured at
amortized cost, which equals to carrying amount determined by the effective interest method less
any impairment loss.
b. Impairment of financial assets
At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial
assets at amortized cost (including accounts receivable) and for investments in debt instruments that are
measured at FVTOCI.
The loss allowance for accounts receivable is measured at an amount equal to lifetime expected credit
losses. For financial assets at amortized cost and investments in debt instruments that are measured at
FVTOCI, when the credit risk on the financial instrument has not increased significantly since initial
recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from
possible default events of a financial instrument within 12 months after the reporting date. If, on the
other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance
is recognized at an amount equal to expected credit loss resulting from all possible default events over
the expected life of a financial instrument.
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The Company recognizes an impairment loss in profit or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance account, except for
investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized
in other comprehensive income and does not reduce the carrying amount of the financial asset.
c. Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the
financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards
of ownership of the financial asset to another entity.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable and the cumulative gain or
loss that had been recognized in other comprehensive income is recognized in profit or loss. However,
on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss that
had been recognized in other comprehensive income is transferred directly to retained earnings, without
recycling through profit or loss.
Financial Liabilities and Equity Instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity
in accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are subsequently measured either at amortized cost using effective interest method or at
FVTPL.
Financial liabilities are classified as at fair value through profit or loss when the financial liability is either
held for trading or is designated as at fair value through profit or loss.
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses
arising on remeasurement recognized in profit or loss.
Financial liabilities other than those held for trading purposes and designated as at FVTPL are subsequently
measured at amortized cost at the end of each reporting period.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount of the financial liability
derecognized and the consideration paid and payable is recognized in profit or loss.
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Derivative Financial Instruments
Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of each reporting period. The
resulting gain or loss is recognized in profit or loss immediately unless the derivative financial instrument is
designated and effective as a hedging instrument, in which event the timing of the recognition in profit or
loss depends on the nature of the hedge relationship.
Hedge Accounting
Cash flow hedge
The Company designates certain hedging instruments, such as forward exchange contracts, to partially
hedge its foreign exchange rate risks associated with certain highly probable forecast transactions (capital
expenditures). The effective portion of changes in the fair value of hedging instruments is recognized in
other comprehensive income. When the forecast transactions actually take place, the associated gains or
losses that were recognized in other comprehensive income are removed from equity and included in the
initial cost of the hedged items. The gains or losses from hedging instruments relating to the ineffective
portion are recognized immediately in profit or loss.
The Company prospectively discontinues hedge accounting only when the hedging relationship ceases to
meet the qualifying criteria; for instance, when the hedging instrument expires or is sold, terminated or
exercised.
Inventories
Inventories are stated at the lower of cost or net realizable value. Inventories are recorded at standard cost
and adjusted to approximate weighted-average cost at the end of the reporting period. Net realizable value
represents the estimated selling price of inventories less all estimated costs of completion and costs
necessary to make the sale.
Investments Accounted for Using Equity Method
Investments accounted for using the equity method include investments in subsidiaries and associates.
Investment in subsidiaries
A subsidiary is an entity that is controlled by the Company.
Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter
to recognize the Company’s share of profit or loss and other comprehensive income of the subsidiary as well
as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control
over the subsidiaries are accounted for as equity transactions. Any difference between the carrying amount
of the subsidiary and the fair value of the consideration paid or received is recognized directly in equity.
When the Company loses control of a subsidiary, any retained investment of the former subsidiary is
measured at the fair value at that date. A gain or loss is recognized in profit or loss and calculated as the
difference between (a) the aggregate of the fair value of consideration received and the fair value of any
retained interest at the date when control is lost; and (b) the previous carrying amount of the investments in
such subsidiary. In addition, the Company shall account for all amounts previously recognized in other
comprehensive income in relation to the subsidiary on the same basis as would be required if the subsidiary
had directly disposed of the related assets and liabilities.
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When the Company transacts with its subsidiaries, profits and losses resulting from the transactions with
the subsidiaries are recognized in the Company’s parent company only financial statements only to the
extent of interests in the subsidiaries that are not owned by the Company.
Investment in associates
An associate is an entity over which the Company has significant influence and that is neither a subsidiary
nor a joint venture. Significant influence is the power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over those policies.
The operating results and assets and liabilities of associates are incorporated in these parent company only
financial statements using the equity method of accounting. Under the equity method, an investment in an
associate is initially recognized in the statement of financial position at cost and adjusted thereafter to
recognize the Company’s share of profit or loss and other comprehensive income of the associate as well as
the distribution received. The Company also recognizes its share in the changes in the equities of associates.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable
assets, liabilities and contingent liabilities of an associate recognized at the date of acquisition is recognized
as goodwill, which is included within the carrying amount of the investment. Any excess of the Company’s
share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of
acquisition, after reassessment, is recognized immediately in profit or loss.
When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment
as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell)
with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the
investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of
the investment subsequently increases.
When the Company subscribes to additional shares in an associate at a percentage different from its existing
ownership percentage, the resulting carrying amount of the investment differs from the amount of the
Company’s proportionate interest in the net assets of the associate. The Company records such a difference
as an adjustment to investments with the corresponding amount charged or credited to capital surplus. If the
Company’s ownership interest is reduced due to the additional subscription to the shares of associate by
other investors, the proportionate amount of the gains or losses previously recognized in other
comprehensive income in relation to that associate shall be reclassified to profit or loss on the same basis as
would be required if the associate had directly disposed of the related assets or liabilities.
When the Company transacts with an associate, profits and losses resulting from the transactions with the
associate are recognized in the Company’s parent company only financial statements only to the extent of
interests in the associate that are not owned by the Company.
Property, Plant and Equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated
impairment. Costs include any incremental costs that are directly attributable to the construction,
acquisition of the item of property, plant and equipment or borrowing costs eligible for capitalization.
Property, plant and equipment in the course of construction for production, supply or administrative
purposes are carried at cost, less any recognized impairment loss. Such assets are classified to the
appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation of these assets, on the same basis as other identical categories of property, plant and
equipment, commences when the assets are available for their intended use.
- 133 -
- 133 -
Depreciation is recognized so as to write off the cost of the assets less their residual values over their useful
lives, and it is computed using the straight-line method mainly over the following estimated useful lives:
buildings (assets used by the Company and assets subject to operating leases) - 10 to 20 years; machinery
and equipment (assets used by the Company and assets subject to operating leases) - 5 years; and office
equipment - 5 years. The estimated useful lives, residual values and depreciation method are reviewed at
the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective
basis. Land is not depreciated.
An item of property, plant and equipment is derecognized upon disposal or when no future economic
benefits are expected to arise from the continued use of the assets. Any gain or loss arising on the disposal
or retirement of an item of property, plant and equipment is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognized in profit or loss.
Leases
For a contract that contains a lease component and non-lease component, the Company may elect to
account for the lease and non-lease components as a single lease component.
The Company as lessor
Rental income from operating lease is recognized on a straight-line basis over the term of the lease.
The Company as lessee
Except for payments for low-value asset leases and short-term leases (leases of machinery and equipment
and others) which are recognized as expenses on a straight-line basis, the Company recognizes right-of-use
assets and lease liabilities for all leases at the commencement date of the lease.
Right-of-use assets are measured at cost. The cost of right-of-use assets comprises the initial measurement
of lease liabilities adjusted for lease payments and initial direct costs made at or before the commencement
date, plus an estimate of costs needed to restore the underlying assets. Subsequent measurement is
calculated as cost less accumulated depreciation and accumulated impairment loss and adjusted for changes
in lease liabilities as a result of lease term modifications or other related factors. Right-of-use assets are
presented separately in the parent company only balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the
earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. If the lease
transfers ownership of the underlying assets to the Company by the end of the lease terms or if the cost of
right-of-use assets reflects that the Company will exercise a purchase option, the Company depreciates the
right-of-use assets from the commencement dates to the end of the useful lives of the underlying assets.
Lease liabilities are measured at the present value of the lease payments. Lease payments comprise fixed
payments, variable lease payments which depend on an index or a rate and the exercise price of a purchase
option if the Company is reasonably certain to exercise that option. The lease payments are discounted
using the lessee’s incremental borrowing rates.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with
interest expense recognized over the lease terms. When there is a change in a lease term, a change in future
lease payments resulting from a change in an index or a rate used to determine those payments, or a change
in the assessment of an option to purchase an underlying asset, the Company remeasures the lease liabilities
with a corresponding adjustment to the right-of-use assets. Lease liabilities are presented on a separate line
in the parent company only balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods
in which they are incurred.
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- 134 -
Intangible Assets
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of
the business less accumulated impairment losses, if any.
Other intangible assets
Other separately acquired intangible assets with finite useful lives are carried at cost less accumulated
amortization and accumulated impairment losses. Amortization is recognized using the straight-line method
over the following estimated useful lives: Technology license fees - the estimated life of the technology or
the term of the technology transfer contract; software and system design costs - 3 years or contract period;
patent and others - the economic life or contract period. The estimated useful life and amortization method
are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted
for on a prospective basis.
Impairment of Tangible Assets, Right-of-use Assets and Intangible Assets
Goodwill
Goodwill is not amortized and instead is tested for impairment annually, or more frequently when there is
an indication that the cash generating unit may be impaired. For the purpose of impairment testing,
goodwill is allocated to each of the Company’s cash generating units or groups of cash-generating units that
are expected to benefit. If the recoverable amount of a cash generating unit is less than its carrying amount,
the difference is allocated first to reduce the carrying amount of any goodwill allocated to such
cash-generating unit and then to the other assets of the cash generating unit pro rata based on the carrying
amount of each asset in the cash generating unit. Any impairment loss for goodwill is recognized directly in
profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
Tangible assets, right-of-use assets and other intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible assets
(property, plant and equipment), right-of-use assets and other intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When
it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and
consistent basis of allocation can be identified, corporate assets are also allocated to individual
cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for
which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount,
the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An
impairment loss is recognized immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the asset or a cash-generating unit
is increased to the revised estimate of its recoverable amount, but the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognized for
the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized immediately
in profit or loss.
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Revenue Recognition
The Company recognizes revenue when performance obligations are satisfied. The performance obligations
are satisfied when customers obtain control of the promised goods which is generally when the goods are
delivered to the customers’ specified locations.
Revenue from sale of goods is measured at the fair value of the consideration received or receivable.
Revenue is reduced for estimated customer returns, rebates and other similar allowances. Estimated sales
returns and other allowances is generally made and adjusted based on historical experience and the
consideration of varying contractual terms to recognize refund liabilities, which is classified under accrued
expenses and other current liabilities.
In principle, payment term granted to customers is due 30 days from the invoice date or 30 days from the
end of the month of when the invoice is issued. Due to the short term nature of the receivables from sale of
goods with the immaterial discounted effect, the Company measures them at the original invoice amounts
without discounting.
Employee Benefits
Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount
of the benefits expected to be paid in exchange for service rendered by employees.
Retirement benefits
For defined contribution retirement benefit plans, payments to the benefit plan are recognized as an expense
when the employees have rendered service entitling them to the contribution. For defined benefit retirement
benefit plans, the cost of providing benefit is recognized based on actuarial calculations.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit
retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including
current service cost), and net interest on the net defined benefit liability (asset) are recognized as employee
benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the
return on plan assets (excluding interest), is recognized in other comprehensive income in the period in
which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in
retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability represents the actual deficit in the Company’s defined benefit plan.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Income tax on unappropriated earnings is expensed in the year the shareholders approved the appropriation
of earnings which is the year subsequent to the year the earnings are generated.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
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Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities
in the parent company only financial statements and the corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary differences, net operating loss
carryforwards and tax credits for research and development expenses to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in
subsidiaries and associates, except where the Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with such investments are only
recognized to the extent that it is probable that there will be sufficient taxable profits against which to
utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the deferred tax asset to be recovered. The deferred tax assets which originally not recognized is also
reviewed at the end of each reporting period and recognized to the extent that it is probable that sufficient
taxable profits will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in
which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and
assets reflects the tax consequences that would follow from the manner in which the Company expects, at
the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax
are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND
UNCERTAINTY
The Company has considered the economic implications of COVID-19 on critical accounting estimates and
will continue evaluating the impact on its financial position and financial performance as a result of the
pandemic.
In the application of the aforementioned Company’s accounting policies, the Company is required to make
judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical experience
and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or
in the year of the revision and future years if the revision affects both current and future years.
Critical Accounting Judgments
Revenue Recognition
The Company recognizes revenue when the conditions described in Note 4 are satisfied.
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Commencement of Depreciation Related to Property, Plant and Equipment Classified as Equipment
under Installation and Construction in Progress (EUI/CIP)
As described in Note 4, commencement of depreciation related to EUI/CIP involves determining when the
assets are available for their intended use. The criteria the Company uses to determine whether EUI/CIP are
available for their intended use involves subjective judgments and assumptions about the conditions
necessary for the assets to be capable of operating in the intended manner.
Judgments on Lease Terms
In determining a lease term, the Company considers all facts and circumstances that create an economic
incentive to exercise or not to exercise an option, including any expected changes in facts and
circumstances from the commencement date until the exercise date of the option. Main factors considered
include contractual terms and conditions covered by the optional periods, and the importance of the
underlying asset to the lessee’s operations, etc. The lease term is reassessed if a significant change in
circumstances that are within the control of the Company occurs.
Key Sources of Estimation and Uncertainty
Estimation of Sales Returns and Allowances
Sales returns and other allowance is estimated and recorded based on historical experience and in
consideration of different contractual terms. The amount is deducted from revenue in the same period the
related revenue is recorded. The Company periodically reviews the reasonableness of the estimates.
Valuation of Inventory
Inventories are stated at the lower of cost or net realizable value, and the Company uses estimate to
determine the net realizable value of inventory at the end of each reporting period.
The Company estimates the net realizable value of inventory for normal waste, obsolescence and
unmarketable items at the end of reporting period and then writes down the cost of inventories to net
realizable value. The net realizable value of the inventory is determined mainly based on assumptions of
future demand within a specific time horizon.
Impairment of Tangible Assets, Right-of-use Assets and Intangible Assets Other than Goodwill
In the process of evaluating the potential impairment of tangible assets, right-of-use assets and intangible
assets other than goodwill, the Company determines the independent cash flows, useful lives, expected
future revenue and expenses related to the specific asset groups with the consideration of the nature of
semiconductor industry. Any change in these estimates based on changed economic conditions or business
strategies could result in significant impairment charges or reversal in future years.
Realization of Deferred Income Tax Assets
Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be
available against which those deferred tax assets can be utilized. Assessment of the realization of the
deferred tax assets requires subjective judgment and estimate, including the future revenue growth and
profitability, tax holidays, the amount of tax credits can be utilized and feasible tax planning strategies. Any
changes in the global economic environment, the industry trends and relevant laws and regulations could
result in significant adjustments to the deferred tax assets.
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Determination of Lessees’ Incremental Borrowing Rates
In determining a lessee’s incremental borrowing rate used in discounting lease payments, the Company
mainly takes into account the market risk-free rates, the estimated lessee’s credit spreads and secured status
in a similar economic environment.
6. CASH AND CASH EQUIVALENTS
Cash and deposits in banks
Repurchase agreements
December 31,
2021
December 31,
2020
$ 395,463,340
830,901
$ 303,165,717
-
$ 396,294,241
$ 303,165,717
Deposits in banks consisted of highly liquid time deposits that were readily convertible to known amounts
of cash and were subject to an insignificant risk of changes in value.
7. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets
Mandatorily measured at FVTPL
Forward exchange contracts
Financial liabilities
Held for trading
Forward exchange contracts
December 31,
2021
December 31,
2020
$
145,280
$ 2,125,825
$
636,472
$
93,153
The Company entered into forward exchange contracts to manage exposures due to fluctuations of foreign
exchange rates. These forward exchange contracts did not meet the criteria for hedge accounting. Therefore,
the Company did not apply hedge accounting treatment for these forward exchange contracts.
Outstanding forward exchange contracts consisted of the following:
Maturity Date
Contract Amount
(In Thousands)
December 31, 2021
Sell NT$
January 2022 to March 2022
NT$132,734,482
December 31, 2020
Sell NT$
January 2021 to March 2021
NT$144,697,981
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8. HEDGING FINANCIAL INSTRUMENTS
The Company entered into forward exchange contracts to partially hedge foreign exchange rate risks
associated with certain highly probable forecast transactions (capital expenditures). The hedge ratio is
adjusted in response to the changes in the financial market and capped at 100%. The forward exchange
contracts have maturities of 12 months or less.
On the basis of economic relationships, the Company expects that the value of forward exchange contracts
and the value of hedged transactions change in opposite directions in response to movements in foreign
exchange rates.
The main source of hedge ineffectiveness in these hedging relationships is driven by the effect of the
counterparty’s own credit risk on the fair value of forward exchange contracts. No other sources of
ineffectiveness emerged from these hedging relationships. For the years ended December 31, 2021 and
2020, refer to Note 18(d) for gain or loss arising from changes in the fair value of hedging instruments and
the amount transferred to initial carrying amount of hedged items.
The effect of hedging foreign currency risk for the years ended December 31, 2021 and 2020 is detailed
below:
Hedging Instruments/Hedged Items
Hedging Instruments
Forward exchange contracts
Hedged Items
Increase
(Decrease) in Value Used for
Calculating Hedge
Ineffectiveness
Years Ended December 31
2021
2020
$ (41,416)
$ 24,085
Forecast transaction (capital expenditures)
$ 41,416
$ (24,085)
9. NOTES AND ACCOUNTS RECEIVABLE, NET
December 31,
2021
December 31,
2020
At amortized cost
Notes and accounts receivable
Less: Loss allowance
At FVTOCI
$ 42,046,293
(345,905)
41,700,388
4,199,909
$ 31,899,524
(243,710)
31,655,814
2,955,301
$ 45,900,297
$ 34,611,115
The Company signed a contract with the bank to sell certain accounts receivable without recourse and
transaction cost required. These accounts receivable are classified as at FVTOCI because they are held
within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets.
In principle, the payment term granted to customers is due 30 days from the invoice date or 30 days from the
end of the month when the invoice is issued. Aside from recognizing impairment loss for credit-impaired
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- 140 -
accounts receivable, the Company recognizes loss allowance based on the expected credit loss ratio of
customers by different risk levels with consideration of factors of historical loss ratios and customers’
financial conditions, competitiveness and business outlook. For accounts receivable past due over 90 days
without collaterals or guarantees, the Company recognizes loss allowance at full amount.
Aging analysis of notes and accounts receivable
Not past due
Past due
Past due within 30 days
Past due 31-60 days
Past due 61-120 days
Past due over 121 days
Less: Loss allowance
December 31,
2021
December 31,
2020
$ 44,056,424
$ 32,068,195
2,188,337
1,369
72
-
(345,905)
2,780,426
6,072
37
95
(243,710)
$ 45,900,297
$ 34,611,115
All of the Company’s accounts receivable classified as at FVTOCI were not past due.
Movements of the loss allowance for accounts receivable
Balance, beginning of year
Provision (Reversal)
Balance, end of year
Years Ended December 31
2021
2020
$ 243,710
102,195
$ 319,045
(75,335)
$ 345,905
$ 243,710
For the years ended December 31, 2021 and 2020, the changes in loss allowance were mainly due to the
variations in the balance of accounts receivable of different risk levels.
10. INVENTORIES
Finished goods
Work in process
Raw materials
Supplies and spare parts
December 31,
2021
December 31,
2020
$ 32,290,346
134,097,879
10,368,446
8,403,177
$ 21,338,980
88,575,222
13,758,417
6,625,417
$ 185,159,848
$ 130,298,036
Write-down of inventories to net realizable value and reversal of write-down of inventories resulting from
the increase in net realizable value were included in the cost of revenue during reporting period. The
amounts are illustrated below:
Inventory losses
$
520,096
$ 3,642,829
Years Ended December 31
2021
2020
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11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Investments accounted for using the equity method consisted of the following:
Subsidiaries
Associates
a. Investments in subsidiaries
Subsidiaries consisted of the following:
December 31,
2021
December 31,
2020
$ 580,702,074
21,940,470
$ 545,784,630
18,812,878
$ 602,642,544
$ 564,597,508
Place of
Incorporation
and Operation
Tortola, British
Virgin Islands
Shanghai, China
Carrying Amount
% of Ownership and Voting
Rights Held by the Company
December 31,
December 31,
December 31,
December 31,
2021
2020
$ 374,639,406
$ 382,229,039
73,470,628
64,243,766
2021
100%
100%
2020
100%
100%
Subsidiaries
Principal Activities
Investment activities
Manufacturing, selling, testing
and computer-aided design of
integrated circuits and other
semiconductor devices
TSMC Global Ltd.
(TSMC Global)
TSMC China
Company Limited
(TSMC China)
TSMC Partners, Ltd.
(TSMC Partners)
TSMC Nanjing
Company Limited
(TSMC Nanjing)
Investing in companies involved
Tortola, British
54,968,185
52,649,936
100%
100%
in the design, manufacture, and
other related business in the
semiconductor industry and
other investment activities
Manufacturing, selling, testing
and computer-aided design of
integrated circuits and other
semiconductor devices
Virgin Islands
Nanjing, China
46,159,494
33,573,482
100%
100%
TSMC Arizona
Corporation(cid:528)TSMC
Arizona(cid:529)
Manufacturing, selling and testing
of integrated circuits and other
semiconductor devices
Phoenix, Arizona,
16,667,696
842,745
100%
100%
U.S.A.
VisEra Technologies
Research, design, development,
Hsinchu, Taiwan
6,521,231
6,363,099
73%
87%
Company Ltd.
(VisEra Tech)
manufacturing, sales, packaging
and test of color filter
TSMC North America Selling and marketing of
integrated circuits and other
semiconductor devices
Manufacturing, sales, testing and
computer aided design of
integrated circuits and other
semiconductor devices
San Jose,
California,
U.S.A.
4,871,149
4,568,059
100%
100%
Kumamoto, Japan
1,383,554
-
100%
-
Japan Advanced
Semiconductor
Manufacturing, Inc.
(cid:528)JASM(cid:529)
TSMC Europe B.V.
(TSMC Europe)
TSMC Design Technology
Japan, Inc. (TSMC
JDC)
VentureTech Alliance
Fund III, L.P.
(VTAF III)
Emerging Fund L.P.
(cid:528)Emerging Fund(cid:529)
TSMC Japan 3DIC R&D
Center, Inc. (TSMC
3DIC)
TSMC Japan Limited
(TSMC Japan)
VentureTech Alliance
Fund II, L.P.
(VTAF II)
TSMC Korea Limited
(TSMC Korea)
Customer service and supporting
Amsterdam, the
509,880
537,737
activities
Engineering support activities
Netherlands
Yokohama, Japan
368,144
292,266
100%
100%
Investing in new start-up
technology companies
Cayman Islands
300,401
214,881
98%
Investing in technology start-up
Cayman Islands
companies
Engineering support activities
Yokohama, Japan
286,205
270,513
-
-
Customer service and supporting
Yokohama, Japan
132,411
144,784
activities
Investing in new start-up
technology companies
Cayman Islands
112,320
82,441
99.9%
100%
100%
98%
100%
100%
98%
-
-
100%
98%
Customer service and supporting
Seoul, Korea
40,857
42,395
100%
100%
activities
$ 580,702,074
$ 545,784,630
The Company established a subsidiary, JASM, in December 2021 and invested in JASM for the amount
of NT$1,416,921 thousand in January 2022. After JASM’s capital increase in January 2022, the
- 142 -
- 142 -
Company’s shareholding in JASM decreased from 100% to 81%. This transaction was accounted for as
an equity transaction since the transaction did not change the Company’s control over JASM.
To facilitate VisEra’s IPO in Taiwan, 39,501 thousand common shares of VisEra at a price of NT$240
were sold by the Company and an increase of NT$8,406,282 thousand in capital surplus was recognized.
The Company’s shareholding in VisEra decreased from 87% to 73%. This disposal was accounted for
as an equity transaction since the transaction did not change the Company’s control over VisEra.
The Company established a subsidiary in March 2021 and continually increased its investment in
TSMC 3DIC for the amount of NT$278,986 thousand.
The Company established a subsidiary in January 2021 and continually increased its investment in
Emerging Fund for the amount of NT$298,618 thousand.
The Company established a subsidiary in November 2020 and, in both of 2021 and 2020, continually
increased its investment in TSMC Arizona for the amount of NT$20,787,702 thousand and NT$855,599
thousand, respectively. Under the terms of the development agreement entered into between TSMC
Arizona and the City of Phoenix, the City of Phoenix commits approximately US$205 million toward
various public infrastructure projects in the area of the proposed manufacturing facility, conditioned on
TSMC Arizona’s achieving a minimum project scale with defined spending and job-creation thresholds.
The Company established a subsidiary in January 2020 and, in both of 2021 and 2020, continually
increased its investment in TSMC JDC for the amount of NT$108,120 thousand and NT$302,560
thousand, respectively.
b. Investments in associates
Associates consisted of the following:
Name of Associate
Principal Activities
Vanguard International
Semiconductor
Corporation (VIS)
Manufacturing, sales, packaging,
testing and computer-aided
design of integrated circuits
and other semiconductor
devices and the manufacturing
and design service of masks
Place of
Incorporation
and Operation
Carrying Amount
% of Ownership and Voting
Rights Held by the Company
December 31,
December 31,
December 31,
December 31,
2021
2020
2021
2020
Hsinchu, Taiwan
$ 10,613,127
$ 9,029,890
28%
28%
Systems on Silicon
Manufacturing
Company Pte Ltd.
(SSMC)
Manufacturing and selling of
Singapore
6,795,699
5,900,245
39%
39%
integrated circuits and other
semiconductor devices
Xintec Inc. (Xintec)
Wafer level chip size packaging
Taoyuan, Taiwan
3,046,961
2,554,123
41%
41%
and wafer level post
passivation interconnection
service
Global Unichip
Researching, developing,
Hsinchu, Taiwan
1,484,683
1,328,620
35%
35%
Corporation (GUC)
manufacturing, testing and
marketing of integrated circuits
$ 21,940,470
$ 18,812,878
As of December 31, 2021 and 2020, no investments in associates are individually material to the
Company. Please refer to the parent company only statements of comprehensive income for recognition
of share of both profit (loss) and other comprehensive income (loss) of associates that are not
individually material.
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- 143 -
The market prices of the associates’ ownership held by the Company in publicly traded stocks
calculated by the closing price at the end of the reporting period are summarized as follows. The closing
price represents the quoted price in active markets, the level 1 fair value measurement.
Name of Associate
VIS
GUC
Xintec
12. PROPERTY, PLANT AND EQUIPMENT
Assets used by the Company
Assets subject to operating leases
a. Assets used by the Company
December 31,
2021
December 31,
2020
$ 73,347,312
$ 27,359,085
$ 15,913,315
$ 53,849,925
$ 15,827,184
$ 20,420,233
December 31,
2021
December 31,
2020
$1,889,970,502 $ 1,510,807,506
27
977,050
$ 1,889,970,529 $ 1,511,784,556
Land
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2021
Additions
$
3,212,000
-
$ 485,468,808
51,472,846
$ 3,449,111,312
391,166,029
$
63,277,681
8,187,623
$ 220,142,047
332,505,897
$ 4,221,211,848
783,332,395
Disposals or retirements
Transfers from assets subject
to operating leases
Transfers to assets subject to
operating leases
-
-
-
(29,280 )
(27,144,388 )
(153,243 )
-
-
1,443,590
(244,579 )
-
-
-
-
-
(27,326,911 )
1,443,590
(244,579 )
Balance at December 31, 2021 $
3,212,000
$ 536,912,374
$ 3,814,331,964
$
71,312,061
$ 552,647,944
$ 4,978,416,343
$
Accumulated depreciation
and impairment
Balance at January 1, 2021
Additions
Disposals or retirements
Transfers from assets subject
to operating leases
Transfers to assets subject to
operating leases
Impairment
Balance at December 31, 2021 $
-
-
-
-
-
-
-
$ 249,513,714
31,932,475
(24,664 )
$ 2,420,657,989
360,603,748
(23,180,397 )
$
$
40,232,639
8,219,832
(152,420 )
-
-
-
436,816
(68,279 )
274,388
-
-
-
$ 281,421,525
$ 2,758,724,265
$
48,300,051
$
-
-
-
-
-
-
-
Carrying amounts at
December 31, 2021
$
3,212,000
$ 255,490,849
$ 1,055,607,699
$
23,012,010
$ 552,647,944
$ 2,710,404,342
400,756,055
(23,357,481 )
436,816
(68,279 )
274,388
$ 3,088,445,841
$ 1,889,970,502
(Continued)
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- 144 -
Land
Buildings
Machinery and
Equipment
Office
Equipment
Equipment under
Installation and
Construction in
Progress
Total
Cost
Balance at January 1, 2020
Additions (deductions)
Disposals or retirements
Transfers to assets subject to
operating leases
$
3,212,000
-
-
$ 401,141,445
84,352,769
$ 2,737,813,896
720,459,185
$
49,644,875
14,343,705
$ 526,396,815
(306,254,768 )
(25,406 )
(7,962,758 )
(710,899 )
-
-
(1,199,011)
-
$ 3,718,209,031
512,900,891
(8,699,063 )
(1,199,011)
-
-
Balance at December 31, 2020 $
3,212,000
$ 485,468,808
$ 3,449,111,312
$
63,277,681
$ 220,142,047
$ 4,221,211,848
Accumulated depreciation
and impairment
$
Balance at January 1, 2020
Additions
Disposals or retirements
Transfers to assets subject to
operating leases
Balance at December 31, 2020 $
-
-
-
-
-
$ 222,235,137
27,292,400
$ 2,150,734,249
277,252,114
$
(13,823 )
(7,125,781 )
$
34,357,425
6,584,391
(709,177 )
-
(202,593)
-
$ 249,513,714
$ 2,420,657,989
$
40,232,639
$
-
-
-
-
-
$ 2,407,326,811
311,128,905
(7,848,781 )
(202,593)
$ 2,710,404,342
Carrying amounts at
December 31, 2020
$
3,212,000
$ 235,955,094
$ 1,028,453,323
$
23,045,042
$ 220,142,047
$ 1,510,807,506
(Concluded)
The significant part of the Company’s buildings includes main plants, mechanical and electrical power
equipment and clean rooms, and the related depreciation is calculated using the estimated useful lives of
20 years, 10 years and 10 years, respectively.
In the first quarter of 2021, the Company recognized an impairment loss of NT$274,388 thousand for
certain machinery and equipment that was assessed to have no future use, and the recoverable amount
of certain machinery and equipment was nil. Such impairment loss was recognized in other operating
income and expenses.
b. Assets subject to operating leases
Cost
Buildings
Machinery and
Equipment
Total
Balance at January 1, 2021
Transfers to assets used by the Company
Transfers from assets used by the Company
$
182,643
-
-
$ 1,199,011
(1,443,590)
244,579
$ 1,381,654
(1,443,590)
244,579
Balance at December 31, 2021
$
182,643
$
-
$
182,643
Accumulated depreciation
Balance at January 1, 2021
Additions
Transfers to assets used by the Company
Transfers from assets used by the Company
$
182,612
4
-
-
$
$
221,992
146,545
(436,816)
68,279
404,604
146,549
(436,816)
68,279
Balance at December 31, 2021
$
182,616
$
Carrying amounts at December 31, 2021
$
27
$
-
-
$
182,616
$
27
(Continued)
- 145 -
- 145 -
Buildings
Machinery and
Equipment
Total
Cost
Balance at January 1, 2020
Disposals or retirements
Transfers from assets used by the Company
$
494,582
(311,939)
-
$
-
-
1,199,011
$
494,582
(311,939)
1,199,011
Balance at December 31, 2020
$
182,643
$ 1,199,011
$ 1,381,654
Accumulated depreciation
Balance at January 1, 2020
Additions
Disposals or retirements
Transfers from assets used by the Company
$
$
476,168
12,210
(305,766)
-
-
19,399
-
202,593
$
476,168
31,609
(305,766)
202,593
Balance at December 31, 2020
$
182,612
$
221,992
$
404,604
Carrying amounts at December 31, 2020
$
31
$
977,019
$
977,050
(Concluded)
Operating leases relate to leases of buildings and leases of machinery and equipment with lease terms
ranging between approximately 1 to 2 years. The lessees do not have purchase options to acquire the
assets at the expiration of the lease periods.
The maturity analysis of operating lease payments receivable from the buildings and machinery and
equipment is as follows:
Year 1
13. LEASE ARRANGEMENTS
a. Right-of-use assets
Carrying amounts
Land
Buildings
Office equipment
December 31,
2021
December 31,
2020
$
986
$ 132,128
December 31,
2021
December 31,
2020
$ 29,525,788
574,009
23,255
$ 24,874,590
283,086
27,151
$ 30,123,052
$ 25,184,827
- 146 -
- 146 -
Additions to right-of-use assets
$ 7,053,815
$ 12,558,794
Years Ended December 31
2021
2020
Depreciation of right-of-use assets
Land
Buildings
Machinery and equipment
Office equipment
$ 1,810,555
203,006
-
15,092
$ 1,298,315
131,436
775,809
13,612
$ 2,028,653
$ 2,219,172
Income from subleasing right-of-use assets (classified under
other operating income and expenses, net)
$
59,887
$
52,317
b. Lease liabilities
Carrying amounts
Current portion (classified under accrued expenses and other
current liabilities)
Noncurrent portion
Ranges of discount rates for lease liabilities are as follows:
Land
Buildings
Office equipment
c. Material terms of right-of-use assets
December 31,
2021
December 31,
2020
$ 1,591,153
18,742,323
$ 1,379,097
18,480,111
$ 20,333,476
$ 19,859,208
December 31,
2021
December 31,
2020
0.39%-0.94%
0.39%-0.71%
0.28%-0.69%
0.48%-0.94%
0.54%-0.71%
0.28%-0.71%
The Company leases land and buildings mainly for the use of plants and offices with lease terms of 1 to
22 years. The lease contracts for land located in the R.O.C. specify that lease payments will be adjusted
every 2 years on the basis of changes in announced land value prices. The Company does not have
purchase options to acquire the leasehold land and buildings at the end of the lease terms.
d. Subleases
The Company subleases the right to use its buildings and machinery and equipment under operating
leases with lease terms of 1 to 2 years.
- 147 -
- 147 -
The maturity analysis of lease payments receivable under operating subleases is as follows:
Year 1
e. Other lease information
Expenses relating to short-term leases
Expenses relating to variable lease payments not included in the
measurement of lease liabilities
Total cash outflow for leases
14. INTANGIBLE ASSETS
December 31,
2021
December 31,
2020
$ 60,771
$ 142,340
Years Ended December 31
2021
2020
$ 5,250,134
$ 3,171,455
$
125,592
$ 6,975,064
$
212,955
$ 5,823,617
Goodwill
Technology
License Fees
Software and
System Design
Costs
Patent and
Others
Total
Cost
Balance at January 1, 2021
Additions
Disposals or retirements
$
1,567,756
-
-
$ 22,110,332
1,372,806
-
$ 35,685,061
7,686,449
(299,060 )
$ 11,245,851
219,505
-
$ 70,609,000
9,278,760
(299,060 )
Balance at December 31, 2021
$
1,567,756
$ 23,483,138
$ 43,072,450
$ 11,465,356
$ 79,588,700
Accumulated amortization and
impairment
Balance at January 1, 2021
Additions
Disposals or retirements
Balance at December 31, 2021
Carrying amounts at December 31, 2021
$
$
$
-
-
-
-
$ 12,174,686
2,686,786
-
$ 29,683,225
4,214,190
(297,833 )
$
7,017,492
1,199,754
-
$ 48,875,403
8,100,730
(297,833 )
$ 14,861,472
$ 33,599,582
$
8,217,246
$ 56,678,300
1,567,756
$
8,621,666
$
9,472,868
$
3,248,110
$ 22,910,400
Cost
Balance at January 1, 2020
Additions
Disposals or retirements
$
1,567,756
-
-
$ 15,801,406
6,308,926
-
$ 32,518,813
3,226,715
$
(60,467 )
8,271,046
2,974,805
-
$ 58,159,021
12,510,446
(60,467 )
Balance at December 31, 2020
$
1,567,756
$ 22,110,332
$ 35,685,061
$ 11,245,851
$ 70,609,000
Accumulated amortization and
impairment
Balance at January 1, 2020
Additions
Disposals or retirements
Balance at December 31, 2020
Carrying amounts at December 31, 2020
$
$
$
-
-
-
-
$
9,770,225
2,404,461
-
$ 26,215,694
3,527,399
$
(59,868 )
5,901,658
1,115,834
-
$ 41,887,577
7,047,694
(59,868 )
$ 12,174,686
$ 29,683,225
$
7,017,492
$ 48,875,403
1,567,756
$
9,935,646
$
6,001,836
$
4,228,359
$ 21,733,597
The Company’s goodwill has been tested for impairment at the end of the annual reporting period and the
recoverable amount is determined based on the value in use. The value in use was calculated based on the
cash flow forecast from the financial budgets covering the future five-year period, and the Company used
annual discount rates of 8.0% in both years in its test of impairment as of December 31, 2021 and 2020, to
reflect the relevant specific risk in the cash-generating unit.
- 148 -
- 148 -
For the years ended December 31, 2021 and 2020, the Company did not recognize any impairment loss on
goodwill.
15. SHORT-TERM LOANS
Unsecured loans
Related parties unsecured loans
Loan content
US$ (in thousands)
EUR(in thousands)
Annual interest rate
Maturity date
December 31,
2021
December 31,
2020
$ 114,921,333
-
$ 88,559,026
87,100,700
$ 114,921,333
$ 175,659,726
$
-
3,652,935
(0.73)%-0%
Due by June
2022
$
3,300,000
2,398,000
(0.54)%-0.33%
Due by July
2022
The borrowing rates from loans between the Company and related parties are determined by mutual consent.
And the loan are repayable on related parties’ demand.
16. BONDS PAYABLE
Domestic unsecured bonds
Less: Discounts on bonds payable
Less: Current portion
December 31,
2021
December 31,
2020
$ 312,448,000
(264,591)
(4,400,000)
$ 173,197,000
(146,255)
(2,600,000)
The major terms of domestic unsecured bonds are as follows:
Issuance
Tranche
Issuance Period Total Amount
Coupon
Rate
Repayment and
Interest Payment
$ 307,783,409
$ 170,450,745
NT$ unsecured
bonds
101-3
101-4
102-1
-
B
C
B
C
October 2012 to
October 2022
January 2013 to
January 2020
January 2013 to
January 2023
February 2013 to
February 2020
February 2013 to
February 2023
$ 4,400,000
1.53%
Bullet repayment;
interest payable
annually
10,000,000
1.35%
The same as above
3,000,000
1.49%
The same as above
11,600,000
1.38%
The same as above
3,600,000
1.50%
The same as above
(Continued)
- 149 -
- 149 -
Issuance
Tranche
Issuance Period Total Amount
Coupon
Rate
Repayment and
Interest Payment
102-2
A
July 2013 to July
$ 10,200,000
1.50%
2020
Bullet repayment;
interest payable
annually
102-4
109-1
109-2
109-3
109-4
B
D
E
F
A
B
C
A
B
C
A
B
C
A
B
C
July 2013 to July
3,500,000
1.70%
The same as above
2023
September 2013
to March 2021
2,600,000
1.85%
Bullet repayment;
interest payable
annually (interest for
the six months prior
to maturity will
accrue on the basis of
actual days and be
repayable at maturity)
September 2013
to March 2023
September 2013
to September
2023
March 2020 to
March 2025
March 2020 to
March 2027
March 2020 to
March 2030
April 2020 to
April 2025
April 2020 to
April 2027
April 2020 to
April 2030
May 2020 to May
2025
5,400,000
2.05%
The same as above
2,600,000
2.10%
Bullet repayment;
interest payable
annually
3,000,000
0.58%
The same as above
10,500,000
0.62%
The same as above
10,500,000
0.64%
The same as above
5,900,000
0.52%
The same as above
10,400,000
0.58%
The same as above
5,300,000
0.60%
The same as above
4,500,000
0.55%
The same as above
May 2020 to May
7,500,000
0.60%
The same as above
2027
May 2020 to May
2,400,000
0.64%
The same as above
2030
July 2020 to July
5,700,000
0.58%
2025
Two equal installments
in last two years;
interest payable
annually
July 2020 to July
6,300,000
0.65%
The same as above
2027
July 2020 to July
1,900,000
0.67%
The same as above
2030
(Continued)
- 150 -
- 150 -
Issuance
Tranche
Issuance Period Total Amount
Coupon
Rate
Repayment and
Interest Payment
109-5
109-6 (green
bond)
109-7
110-1
110-2
110-3
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
A
B
C
September 2020
to September
2025
September 2020
to September
2027
September 2020
to September
2030
December 2020
to December
2025
December 2020
to December
2027
December 2020
to December
2030
December 2020
to December
2025
December 2020
to December
2027
December 2020
to December
2030
March 2021 to
March 2026
March 2021 to
March 2028
March 2021 to
March 2031
May 2021 to May
2026
$ 4,800,000
0.50%
Two equal installments
in last two years;
interest payable
annually
8,000,000
0.58%
The same as above
2,800,000
0.60%
The same as above
1,600,000
0.40%
The same as above
5,600,000
0.44%
The same as above
4,800,000
0.48%
The same as above
1,900,000
0.36%
The same as above
10,200,000
0.41%
The same as above
6,400,000
0.45%
The same as above
4,800,000
0.50%
Bullet repayment;
interest payable
annually
11,400,000
0.55%
The same as above
4,900,000
0.60%
The same as above
5,200,000
0.50%
The same as above
May 2021 to May
8,400,000
0.58%
The same as above
2028
May 2021 to May
5,600,000
0.65%
The same as above
2031
June 2021 to June
6,900,000
0.52%
The same as above
2026
June 2021 to June
7,900,000
0.58%
The same as above
2028
June 2021 to June
4,900,000
0.65%
The same as above
2031
(Continued)
- 151 -
- 151 -
Issuance
Tranche
Issuance Period Total Amount
Coupon
Rate
Repayment and
Interest Payment
110-4
110-6
110-7
A
B
C
D
A
B
C
D
A
B
C
August 2021 to
August 2025
August 2021 to
August 2026
August 2021 to
August 2028
August 2021 to
August 2031
October 2021 to
April 2026
October 2021 to
October 2026
October 2021 to
October 2028
October 2021 to
October 2031
December 2021
to December
2026
December 2021
to June 2027
December 2021
to December
2028
$ 4,000,000
0.485%
Bullet repayment;
interest payable
annually
8,000,000
0.50%
The same as above
5,400,000
0.55%
The same as above
4,200,000
0.62%
The same as above
3,200,000
0.535%
The same as above
6,900,000
0.54%
The same as above
4,600,000
0.60%
The same as above
1,600,000
0.62%
The same as above
7,700,000
0.65%
The same as above
3,500,000
0.675%
The same as above
5,500,000
0.72%
The same as above
Issuance
Tranche
Issuance Period
Total Amount
(US$
in Thousands)
Coupon
Rate
Repayment and
Interest Payment
(Concluded)
US$ unsecured
bonds
109-1
110-5
-
-
September 2020
to September
2060
US$1,000,000
2.70%
Bullet repayment
(callable on the 5th
anniversary of the
issue date and every
anniversary
thereafter); interest
payable annually
The same as above
September 2021
to September
2051
1,000,000
3.10%
- 152 -
- 152 -
The Company issued domestic unsecured bonds during the period from January, 1, 2022 to February 15,
2022, the major terms are as follows:
Issuance
Tranche
Issuance Period
Total Amount
Coupon
Rate
Repayment and
Interest Payment
NT$ unsecured
bonds
111-1 (green
bond)
A
B
January 2022 to
January 2027
January 2022 to
January 2029
$ 2,100,000
0.63%
Bullet repayment; interest
3,300,000
0.72%
payable annually
The same as above
17. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan.
Pursuant to the Act, the Company has made monthly contributions equal to 6% of each employee’s
monthly salary to employees’ pension accounts. Accordingly, the Company recognized expenses of
NT$3,028,282 thousand and NT$2,309,527 thousand for the years ended December 31, 2021 and 2020,
respectively.
b. Defined benefit plans
The Company has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits
based on an employee’s length of service and average monthly salary for the six-month period prior to
retirement. The Company contributes an amount equal to 2% of salaries paid each month to their
respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory
Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the
end of each year, the Company assesses the balance in the Funds. If the amount of the balance in the
Funds is inadequate to pay retirement benefits for employees who conform to retirement requirements
in the next year, the Company is required to fund the difference in one appropriation that should be
made before the end of March of the next year. The Funds are operated and managed by the
government’s designated authorities; as such, the Company does not have any right to intervene in the
investments of the Funds.
Amounts recognized in respect of these defined benefit plans were as follows:
Current service cost
Net interest expense
Components of defined benefit costs recognized in profit or loss
Remeasurement on the net defined benefit liability:
Return on plan assets (excluding amounts included in net
interest expense)
Actuarial loss arising from experience adjustments
Years Ended December 31
2021
2020
$
$
145,289
47,196
192,485
123,311
81,604
204,915
(73,298)
94,278
(139,212)
494,051
(Continued)
- 153 -
- 153 -
Actuarial loss arising from changes in demographic
assumptions
Actuarial (gain) loss arising from changes in financial
assumptions
Components of defined benefit costs recognized in other
comprehensive income
Total
Years Ended December 31
2021
2020
$
277,454
$
-
(540,513)
3,161,910
(242,079)
3,516,749
$
(49,594)
$ 3,721,664
(Concluded)
The pension costs of the aforementioned defined benefit plans were recognized in profit or loss by the
following categories:
Cost of revenue
Research and development expenses
General and administrative expenses
Marketing expenses
Years Ended December 31
2021
2020
$ 124,548
52,801
12,430
2,706
$ 126,274
57,306
18,248
3,087
$ 192,485
$ 204,915
The amounts arising from the defined benefit obligation of the Company were as follows:
December 31,
2021
December 31,
2020
Present value of defined benefit obligation
Fair value of plan assets
$ 16,585,442
(5,548,563)
$ 16,980,277
(5,066,203)
Net defined benefit liability
$ 11,036,879
$ 11,914,074
Movements in the present value of the defined benefit obligation were as follows:
Balance, beginning of year
Current service cost
Interest expense
Remeasurement:
Actuarial loss arising from experience adjustments
Actuarial loss arising from changes in demographic
assumptions
Actuarial (gain) loss arising from changes in financial
assumptions
Benefits paid from plan assets
Benefits paid directly by the Company
Years Ended December 31
2021
2020
$ 16,980,277
145,289
66,664
$ 13,484,090
123,311
118,808
94,278
494,051
277,454
-
(540,513)
(431,817)
(6,190)
3,161,910
(398,986)
(2,907)
Balance, end of year
$ 16,585,442
$ 16,980,277
- 154 -
- 154 -
Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Years Ended December 31
2021
2020
$ 5,066,203
19,468
$ 4,301,594
37,204
Return on plan assets (excluding amounts included in net
interest expense)
Contributions from employer
Benefits paid from plan assets
73,298
821,411
(431,817)
139,212
987,179
(398,986)
Balance, end of year
$ 5,548,563
$ 5,066,203
The fair value of the plan assets by major categories at the end of reporting period was as follows:
Cash
Equity instruments
Debt instruments
December 31,
2021
December 31,
2020
$ 1,000,961
2,951,835
1,595,767
$
632,769
2,926,745
1,506,689
$ 5,548,563
$ 5,066,203
The actuarial valuations of the present value of the defined benefit obligation were carried out by
qualified actuaries. The principal assumptions of the actuarial valuation were as follows:
Discount rate
Future salary increase rate
Measurement Date
December 31,
2021
December 31,
2020
0.75%
3.00%
0.40%
3.00% (Note)
Note: The Company has an additional 20 percent pay raise in 2021.
Through the defined benefit plans under the R.O.C. Labor Standards Law, the Company is exposed to
the following risks:
1) Investment risk: The pension funds are invested in equity and debt securities, bank deposits, etc.
The investment is conducted at the discretion of the government’s designated authorities or under
the mandated management. However, under the R.O.C. Labor Standards Law, the rate of return on
assets shall not be less than the average interest rate on a two-year time deposit published by the
local banks and the government is responsible for any shortfall in the event that the rate of return is
less than the required rate of return.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the
defined benefit obligation; however, this will be partially offset by an increase in the return on the
debt investments of the plan assets.
- 155 -
- 155 -
Assuming a hypothetical decrease in interest rate at the end of the reporting period contributed to a
decrease of 0.5% (and not below 0.0%) in the discount rate and all other assumptions were held
constant, the present value of the defined benefit obligation would increase by NT$780,460
thousand and NT$694,732 thousand as of December 31, 2021 and 2020, respectively.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the
future salaries of plan participants. As such, an increase in the salary of the plan participants will
increase the present value of the defined benefit obligation.
Assuming the expected salary rate increases by 0.5% at the end of the reporting period and all other
assumptions were held constant, the present value of the defined benefit obligation would increase
by NT$759,527 thousand and NT$835,964 thousand as of December 31, 2021 and 2020,
respectively.
The sensitivity analysis presented above may not be representative of the actual change in the defined
benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one
another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit
obligation has been calculated using the projected unit credit method at the end of the reporting period,
which is the same as that applied in calculating the defined benefit obligation liability.
The Company expects to make contributions of NT$2,269,881 thousand to the defined benefit plans in
the next year starting from December 31, 2021. The weighted average duration of the defined benefit
obligation is 9 years.
18. EQUITY
a. Capital stock
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December 31,
2021
December 31,
2020
28,050,000
$ 280,500,000
25,930,380
$ 259,303,805
28,050,000
$ 280,500,000
25,930,380
$ 259,303,805
A holder of issued common shares with par value of NT$10 per share is entitled to vote and to receive
dividends.
The authorized shares include 500,000 thousand shares allocated for the exercise of employee stock
options.
As of December 31, 2021, 1,064,243 thousand ADSs of the Company were traded on the NYSE. The
number of common shares represented by the ADSs was 5,321,213 thousand shares (one ADS
represents five common shares).
- 156 -
- 156 -
b. Capital surplus
Additional paid-in capital
From merger
From convertible bonds
From difference between the consideration received and the
carrying amount of the subsidiaries’ net assets during actual
disposal
From share of changes in equities of subsidiaries
From share of changes in equities of associates
Donations
December 31,
2021
December 31,
2020
$ 24,184,939
22,804,510
8,892,847
$ 24,184,939
22,804,510
8,892,847
8,406,282
113,952
307,322
51,750
-
121,843
302,526
40,578
$ 64,761,602
$ 56,347,243
Under the relevant laws, the capital surplus generated from the excess of the issuance price over the par
value of capital stock (including the stock issued for new capital, mergers and convertible bonds), the
difference between the consideration received and the carrying amount of the subsidiaries’ net assets
during actual disposal and donations may be used to offset a deficit; in addition, when the Company has
no deficit, such capital surplus may be distributed as cash dividends or stock dividends up to a certain
percentage of the Company’s paid-in capital. The capital surplus from share of changes in equities of
subsidiaries and associates and dividend of a claim extinguished by a prescription may be used to offset
a deficit.
c. Retained earnings and dividend policy
The Company’s Articles of Incorporation provide that, earnings distribution may be made on a
quarterly basis after the close of each quarter. Distribution of earnings by way of cash dividends should
be approved by the Company’s Board of Directors and reported to the Company’s shareholders in its
meeting. When allocating earnings, the Company shall first estimate and reserve the taxes to be paid,
offset its losses, set aside a legal capital reserve at 10% of the remaining earnings (until the accumulated
legal capital reserve equals the Company’s paid-in capital), then set aside a special capital reserve in
accordance with relevant laws or regulations or as requested by the authorities in charge. Any balance
left over shall be allocated according to relevant laws and the Company’s Articles of Incorporation.
The Company’s Articles of Incorporation also provide that profits of the Company may be distributed
by way of cash dividend and/or stock dividend. However, distribution of earnings shall be made
preferably by way of cash dividend. Distribution of earnings may also be made by way of stock
dividend, provided that the ratio for stock dividend shall not exceed 50% of the total distribution.
The legal capital reserve may be used to offset a deficit, or be distributed as dividends in cash or stocks
for the portion in excess of 25% of the paid-in capital if the Company incurs no loss.
Pursuant to existing regulations, the Company is required to set aside additional special capital reserve
equivalent to the net debit balance of the other components of stockholders’ equity, such as the
accumulated balance of foreign currency translation reserve, unrealized valuation gain or loss from fair
value through other comprehensive income financial assets, gain or loss from changes in fair value of
hedging instruments in cash flow hedges, etc. For the subsequent decrease in the deduction amount to
stockholders’ equity, any special reserve appropriated may be reversed to the extent that the net debit
balance reverses.
- 157 -
- 157 -
The appropriations of 2021, 2020 and 2019 quarterly earnings have been approved by the Company’s
Board of Directors in its meeting, respectively. The appropriations and cash dividends per share were as
follows:
Resolution Date of the
Company’s Board of
Directors in its meeting
of 2021
of 2021
of 2021
February 15, November 9,
August 10,
2022
2021
2021
of 2021
June 9,
2021
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$
3,304,303
$ 71,308,546
2.75
$
$
710,169 $ 10,201,220 $ (6,287,050)
$ 71,308,547 $ 71,308,546 $ 71,308,546
2.75
$
2.75 $
2.75 $
Resolution Date of the
Company’s Board of
Directors in its meeting
of 2020
February 9,
2021
of 2020
of 2020
November 10, August 11,
2020
2020
of 2020
May 12,
2020
Fourth Quarter Third Quarter
Second Quarter First Quarter
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 12,420,727
$ 64,825,951
2.5
$
$ 5,501,351 $ 11,884,457 $ (2,694,841)
$ 64,825,951 $ 64,825,951 $ 64,825,951
2.5
$
2.5 $
2.5 $
Resolution Date of the
Company’s Board of
Directors in its meeting
Fourth Quarter Third Quarter
Second Quarter First Quarter
of 2019
February 11,
2020
of 2019
November 12,
2019
of 2019
August 13,
2019
of 2019
June 5,
2019
Special capital reserve
Cash dividends to shareholders
Cash dividends per share (NT$)
$ 16,893,073
$ 64,825,951
2.5
$
$
3,289,166
$ 64,825,951
2.5
$
(3,338,190) $
$
$ 64,825,951
2.5
$
(4,723,939)
$ 51,860,761
2.0
$
The special capital reserve for 2021 is to be presented for approval in the Company’s shareholders’
meeting to be held on June 8, 2022 (expected).
d. Others
Changes in others were as follows:
Balance, beginning of year
Exchange differences arising on translation of
foreign operations
Unrealized gain (loss) on financial assets at
FVTOCI
Equity instruments
Cumulative unrealized gain (loss) of equity
instruments transferred to retained
earnings due to disposal
Gain (loss) arising on changes in the fair
value of hedging instruments
Transferred to initial carrying amount of
hedged items
Share of other comprehensive income (loss)
of subsidiaries and associates
Income tax effect
Balance, end of year
Year Ended December 31, 2021
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
$ (57,001,627 ) $ 2,321,754
$
-
$
-
$ (54,679,873 )
(6,182,507 )
-
-
-
-
170,127
(187,654 )
-
-
-
-
-
-
(41,416 )
48,469
(119,227 )
-
(1,673,697 )
(56,220 )
113,483
-
-
-
-
-
-
-
-
(6,182,507 )
170,127
(187,654 )
(41,416 )
48,469
(1,679,441 )
(56,220 )
$ (63,303,361 ) $
574,310
$
120,536
$
-
$ (62,608,515 )
- 158 -
- 158 -
Year Ended December 31, 2020
Foreign
Currency
Translation
Reserve
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Gain (Loss) on
Hedging
Instruments
Unearned
Stock-Based
Employee
Compensation
Total
$ (26,871,400 ) $
(692,959 ) $
(3,820 ) $
(190 ) $ (27,568,369 )
(29,853,603 )
-
-
-
-
-
(41,995 )
108,687
-
-
(276,624 )
2,947,368
-
-
-
653
-
-
-
24,085
(20,265 )
-
-
-
-
(29,853,603 )
-
-
-
-
-
(41,995 )
108,687
24,085
(20,265 )
2,670,744
190
-
190
653
Balance, beginning of year
Exchange differences arising on translation of
foreign operations
Unrealized gain (loss) on financial assets at
FVTOCI
Equity instruments
Cumulative unrealized gain (loss) of equity
instruments transferred to retained
earnings due to disposal
Gain (loss) arising on changes in the fair
value of hedging instruments
Transferred to initial carrying amount of
hedged items
Share of other comprehensive income (loss)
of subsidiaries and associates
Share of unearned stock-based employee
compensation of subsidiaries and
associates
Income tax effect
Balance, end of year
$ (57,001,627 ) $ 2,321,754
$
-
$
-
$ (54,679,873 )
The aforementioned other equity includes the changes in other equities of the Company and the
Company’s share of its subsidiaries and associates.
e. Treasury stock
For the Company’s shareholders’ interests, the Company’s Board of Directors approved a share
buyback plan on February 15, 2022 to repurchase 1,387 thousand shares during the period from
February 16, 2022 to April 15, 2022. The shares purchased will be cancelled subsequently.
19. NET REVENUE
a. Disaggregation of revenue from contracts with customers
Product
Wafer
Others
Geography
Taiwan
United States
China
Europe, the Middle East and Africa
Japan
Others
- 159 -
- 159 -
Years Ended December 31
2021
2020
$ 1,402,118,668 $ 1,161,829,728
152,963,285
172,627,213
$ 1,574,745,881 $ 1,314,793,013
Years Ended December 31
2021
2020
$ 203,963,760 $ 129,082,884
1,011,932,438
809,731,866
164,552,063
233,783,358
89,010,064
70,213,432
71,920,856
63,299,176
33,366,700
8,682,297
$ 1,574,745,881 $ 1,314,793,013
The Company categorized the net revenue mainly based on the countries where the customers are
headquartered.
Platform
Smartphone
High Performance Computing
Internet of Things
Automotive
Digital Consumer Electronics
Others
Resolution
5-nanometer
7-nanometer
10-nanometer
16-nanometer
20-nanometer
28-nanometer
40/45-nanometer
65-nanometer
90-nanometer
0.11/0.13 micron
0.15/0.18 micron
0.25 micron and above
(cid:31)
Wafer revenue
b. Contract balances
Years Ended December 31
2021
2020
$ 689,533,461 $ 632,600,168
432,049,509
108,814,310
43,735,803
53,440,805
44,152,418
582,854,806
132,006,238
66,624,542
55,190,318
48,536,516
$ 1,574,745,881 $ 1,314,793,013
Years Ended December 31
2021
2020
$ 261,623,571
439,070,618
656,748
190,667,571
5,650,015
152,807,948
103,286,953
66,373,107
32,234,476
40,454,036
86,589,003
22,704,622
$ 89,433,830
388,846,412
3,341,769
195,205,444
8,298,531
147,291,670
101,979,651
60,435,664
29,036,165
32,727,855
84,997,377
20,235,360
$1,402,118,668 $1,161,829,728
December 31,
2021
December 31,
2020
January 1,
2020
Contract liabilities (classified under accrued
expenses and other current liabilities)
$ 33,951,838
$ 9,365,661
$ 4,095,915
The changes in the contract liability balances primarily result from the timing difference between the
satisfaction of performance obligation and the customer’s payment.
The Company recognized revenue from the beginning balance of contract liability, which amounted to
NT$ 8,737,297 thousand and NT$3,843,787 thousand for the years ended December 31, 2021 and
2020, respectively.
- 160 -
- 160 -
c. Temporary receipts from customers
Current portion (classified under accrued expenses and other
current liabilities)
Noncurrent portion (classified under other noncurrent liabilities)
December 31,
2021
$ 30,612,702
155,381,485
$ 185,994,187
The Company’s temporary receipts from customer are payments made by customers to the Company to
retain the Company’s capacity. When the terms and conditions set forth in the agreements are
subsequently satisfied, the treatment of temporary receipts will be determined by mutual consent.
d. Refund liabilities
Estimated sales returns and other allowances is made and adjusted based on historical experience and
the consideration of varying contractual terms. As of December 31, 2021 and 2020, the aforementioned
refund liabilities amounted to NT$39,493,180 thousand and NT$30,995,223 thousand (classified under
accrued expenses and other current liabilities), respectively.
20. INTEREST INCOME
Interest income
Bank deposits
21. FINANCE COSTS
Interest expense
Corporate bonds
Lease liabilities
Bank loans
Others
22. OTHER GAINS AND LOSSES, NET
Gain (loss) on financial instruments at FVTPL, net
Mandatorily measured at FVTPL
Other gains, net
- 161 -
- 161 -
Years Ended December 31
2021
2020
$ 927,754
$ 951,877
Years Ended December 31
2021
2020
$ 2,368,729
156,117
9,854
21
$ 1,082,311
168,854
500,080
15,052
$ 2,534,721
$ 1,766,297
Years Ended December 31
2021
2020
$ (10,091,171) $ 6,430,713
184,449
257,813
$ (9,833,358) $ 6,615,162
23. INCOME TAX
a. Income tax expense recognized in profit or loss
Income tax expense consisted of the following:
Current income tax expense
Current tax expense recognized in the current year
Income tax adjustments on prior years
Other income tax adjustments
Deferred income tax benefit
The origination and reversal of temporary differences
Investment tax credits
Years Ended December 31
2021
2020
$ 86,705,704
160,565
151,344
87,017,613
$ 70,657,349
70,617
149,768
70,877,734
(17,433,690)
(5,621,745)
(23,055,435)
(6,144,179)
-
(6,144,179)
Income tax expense recognized in profit or loss
$ 63,962,178
$ 64,733,555
A reconciliation of income before income tax and income tax expense recognized in profit or loss was
as follows:
Years Ended December 31
2021
2020
Income before tax
$ 660,502,191
$ 582,618,942
Income tax expense at the statutory rate
Tax effect of adjusting items:
Nondeductible items in determining taxable income
Tax-exempt income
Additional income tax under the Alternative Minimum Tax Act
The origination and reversal of temporary differences
Income tax credits
Income tax adjustments on prior years
Other income tax adjustments
$ 132,100,438
$ 116,523,788
11,605,518
(89,852,940)
32,852,688
(17,433,690)
(5,621,745)
63,650,269
160,565
151,344
1,248,820
(65,988,096)
18,872,837
(6,144,179)
-
64,513,170
70,617
149,768
Income tax expense recognized in profit or loss
$ 63,962,178
$ 64,733,555
For the years ended December 31, 2021 and 2020, the Company applied a tax rate of 20% subject to the
R.O.C. Income Tax Law.
- 162 -
- 162 -
b. Income tax expense recognized in other comprehensive income
Deferred income tax benefit (expense)
Related to remeasurement of defined benefit obligation
Related to unrealized gain/loss on investments in equity
instruments at FVTOCI
Years Ended December 31
2021
2020
$ (29,049)
$ 422,010
(56,220)
653
$ (85,269)
$ 422,663
c. Deferred income tax balance
The analysis of deferred income tax assets and liabilities was as follows:
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Investment tax credits
Net defined benefit liability
Unrealized loss on inventories
Investments in equity instruments at FVTOCI
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
December 31,
2021
December 31,
2020
$ 34,146,437
5,903,698
5,621,745
1,237,086
861,924
10,100
$ 18,723,852
3,719,427
-
1,341,960
826,666
66,320
$ 47,780,990
$ 24,678,225
$
(706,311) $
(1,142,655)
(866,452)
(849,915)
$ (1,848,966) $ (1,716,367)
Year Ended December 31, 2021
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Balance,
End of Year
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Investment tax credits
Net defined benefit liability
Unrealized loss on inventories
Investments in equity
$ 18,723,852
3,719,427
-
1,341,960
826,666
instruments at FVTOCI
66,320
$
$ 15,422,585
2,184,271
5,621,745
(75,825)
35,258
-
-
-
(29,049)
-
$ 34,146,437
5,903,698
5,621,745
1,237,086
861,924
-
(56,220)
10,100
$ 24,678,225
$ 23,188,034
$
(85,269)
$ 47,780,990
(Continued)
- 163 -
- 163 -
Year Ended December 31, 2021
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Balance,
End of Year
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
$
(866,452)
(849,915)
$
160,141
(292,740)
$
$ (1,716,367)
$
(132,599)
$
-
-
-
$
(706,311)
(1,142,655)
$ (1,848,966)
(Concluded)
Year Ended December 31, 2020
Recognized in
Balance,
Beginning of
Year
Profit or Loss
Other
Comprehensive
Income
Balance,
End of Year
Deferred income tax assets
Temporary differences
Depreciation
Refund liability
Net defined benefit liability
Unrealized loss on inventories
Investments in equity
$ 12,927,764
2,120,873
1,016,248
437,327
$
$ 5,796,088
1,598,554
(96,298)
389,339
-
-
422,010
-
$ 18,723,852
3,719,427
1,341,960
826,666
instruments at FVTOCI
Others
65,667
160,743
-
(160,743)
653
-
66,320
-
$ 16,728,622
$ 7,526,940
$
422,663
$ 24,678,225
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Others
$
(333,606)
-
$
(532,846)
(849,915)
$
$
(333,606)
$ (1,382,761)
$
-
-
-
$
(866,452)
(849,915)
$ (1,716,367)
d. The deductible temporary differences for which no deferred income tax assets have been recognized
As of December 31, 2021 and 2020, the aggregate deductible temporary differences for which no
deferred income tax assets have been recognized amounted to NT$66,431,255 thousand and
NT$55,521,034 thousand, respectively.
e. Unused tax-exemption information
As of December 31, 2021, the profits generated from the following project of the Company are exempt
from income tax for a five-year period:
Construction and expansion of 2009
Tax-exemption Period
2018 to 2022
- 164 -
- 164 -
f. The information of unrecognized deferred income tax liabilities associated with investments
As of December 31, 2021 and 2020, the aggregate taxable temporary differences associated with
liabilities amounted to
income
investments
NT$177,552,831 thousand and NT$152,827,360 thousand, respectively.
in subsidiaries not recognized as deferred
tax
g. Income tax examination
The tax authorities have examined income tax returns of the Company through 2019. All investment tax
credit adjustments assessed by the tax authorities have been recognized accordingly.
24. EARNINGS PER SHARE
Basic EPS
Diluted EPS
EPS is computed as follows:
Years Ended December 31
2021
2020
$ 23.01
$ 23.01
$ 19.97
$ 19.97
Number of
Shares
(Denominator)
(In Thousands)
Amounts
(Numerator)
EPS (NT$)
Year Ended December 31, 2021
Basic/Diluted EPS
Net income available to common shareholders $ 596,540,013
25,930,380
$ 23.01
Year Ended December 31, 2020
Basic/Diluted EPS
Net income available to common shareholders $ 517,885,387
25,930,380
$ 19.97
25. SHARE-BASED PAYMENT ARRANGEMENTS
a. Employee restricted stock awards
The issuance of employee restricted stock awards (RSAs) for year 2021 of no more than 2,600 thousand
common shares has been approved by the Company’s shareholders’ meeting held on July 26, 2021. The
grants will be made free of charge. Under the aforementioned resolution, the Company’s Board of
Directors approved the issuance of RSAs of 1,387 thousand shares. The grant date and the issuance date
will be on March 1, 2022.
Vesting conditions of the aforementioned arrangement are as follow:
1) The RSAs granted to a key management personnel can only be vested if
(cid:31)
the key management personnel remains employed by the Company on the last date of each
vesting period;
- 165 -
- 165 -
(cid:31) during the vesting period, the key management personnel may not breach any agreement with
the Company or violate the Company's work rules; and
(cid:31) certain key management personnel performance metrics and the Company’s business
performance metrics are met.
2) The maximum percentage of granted RSAs that may be vested each year shall be as follows:
one-year anniversary of the grant: 50%; two-year anniversary of the grant: 25%; and three-year
anniversary of the grant: 25%; provided that the actual percentage and number of the RSAs to be
vested in each year will be calculated based on the achievement of the Company’s business
performance metrics.
3) The maximum number of RSAs that may be vested in each year will be set as 110%, among which
100% will be subject to a calculation based on the Company’s relative Total Shareholder Return
(”TSR”, including capital gains and dividends) achievement to determine the number of RSAs to be
vested; this number will be further subject to a modifier to increase or decrease up to 10% based on
the Compensation Committee’s evaluation of the Company’s Environmental, Social, and
Governance (”ESG”) achievements. The number of shares so calculated should be rounded down to
the nearest integral.
The Company's TSR relative to the
TSR of S&P 500 IT Index
Ratio of Shares to be Vested
Above the Index by X percentage points
Equal to the Index
Below the Index by X percentage points
50% + X * 2.5%, with the maximum of 100%
50% - X * 2.5%, with the minimum of 0%
50%
Restrictions imposed on the key management personnel’ rights in the RSAs before the vesting
conditions are fulfilled
1) During each vesting period, no key management personnel granted RSAs, except for inheritance,
may sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise dispose
of, any shares under the unvested RSAs.
2) Before the vesting conditions are fulfilled, the attendance, proposal rights, speech rights, voting rights
and etc. shall be exercised by the engaged trustee/custodian on the key management personnel’s
behalf. Any other shareholder rights including but not limited to the entitlement to any distribution
regarding dividends, bonuses and capital reserve, and the subscription right of the new shares issued
for any capital increase, are the same as those of holders of common shares of the Company.
3) Granted RSAs shall be deposited in a trust/custody account.
On February 15, 2022, the Company’s Board of Directors approved the issuance of RSAs for year 2022
of no more than 2,960 thousand common shares. The grants will be made free of charge. The actual
number of shares to be issued will be resolved by the Board of Directors after the RSAs is approved at
the shareholders' meeting and by the competent authority.
b. Cash-settled share-based payment arrangements
In February 2022, the Company executed a compensation plan to grant no more than 236 thousand units
of employee cash-settled share-based payment arrangement without consideration. One unit of the right
represents a right to the market value of one the Company’s common share when vested. The vesting
conditions and the ratio of units to be vested for key management personnel of the plan are the same as
the aforementioned RSAs for year 2021.
- 166 -
- 166 -
26. ADDITIONAL INFORMATION OF EXPENSES BY NATURE
Years Ended December 31
2021
2020
a. Depreciation of property, plant and equipment and right-of-use
assets
Recognized in cost of revenue
Recognized in operating expenses
Recognized in other operating income and expenses
$ 375,608,062
27,176,646
146,549
$ 288,762,450
24,585,627
31,609
b. Amortization of intangible assets
Recognized in cost of revenue
Recognized in operating expenses
c. Employee benefits expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Other employee benefits
Employee benefits expense summarized by function
Recognized in cost of revenue
Recognized in operating expenses
$ 402,931,257
$ 313,379,686
$
5,510,463
2,590,267
$
4,732,478
2,315,216
$
8,100,730
$
7,047,694
$
3,028,282
192,485
3,220,767
143,894,842
$
2,309,527
204,915
2,514,442
123,287,720
$ 147,115,609
$ 125,802,162
$ 90,226,056
56,889,553
$ 75,864,049
49,938,113
$ 147,115,609
$ 125,802,162
According to the Company’s Articles of Incorporation, the Company shall allocate compensation to
directors and profit sharing bonus to employees of the Company not more than 0.3% and not less than 1%
of annual profits during the period, respectively.
The Company accrued profit sharing bonus to employees based on a percentage of net income before
income tax, profit sharing bonus to employees and compensation to directors during the period;
compensation to directors was expensed based on estimated amount payable. If there is a change in the
proposed amounts after the annual parent company only financial statements are authorized for issue, the
differences are recorded as a change in accounting estimate. Accrued profit sharing bonus to employees is
illustrated below:
Profit sharing bonus to employees
$ 35,601,449
$ 34,753,184
Years Ended December 31
2021
2020
- 167 -
- 167 -
The Company’s profit sharing bonus to employees and compensation to directors for 2021, 2020 and 2019
had been approved by the Board of Directors of the Company, as illustrated below:
Resolution Date of the Company’s Board of
Directors in its meeting
2021
Years Ended December 31
2020
February 15, February 9, February 11,
2021
2020
2019
2022
Profit sharing bonus to employees
Compensation to directors
$ 35,601,449
$
487,537
$ 34,753,184
$
509,753
$ 23,165,745
360,404
$
There is no significant difference between the aforementioned approved amounts and the amounts charged
against earnings of 2021, 2020 and 2019, respectively.
The information about the appropriations of the Company’s profit sharing bonus to employees and
compensation to directors is available at the Market Observation Post System website.
27. CASH FLOW INFORMATION
a. Non-cash transactions
Additions of property, plant and equipment
Exchange of assets
Changes in payables to contractors and equipment suppliers
Transferred to initial carrying amount of hedged items
Years Ended December 31
2021
2020
$ 783,332,395
(3,256,517)
13,292,746
$ 512,900,891
(1,148)
(18,609,540)
20,265
(41,416)
Payments for acquisition of property, plant and equipment
$ 793,327,208
$ 494,310,468
Additions of intangible assets
Changes in accounts payable
Changes in accrued expenses and other current liabilities
$
9,278,760
-
$ 12,510,446
191,429
(3,218,966)
(280,676)
Payments for acquisition of intangible assets
$
8,998,084
$
9,482,909
b. Reconciliation of liabilities arising from financing activities
Balance as of
January 1, 2021
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2021
Non-cash changes
Short-term loans
Bonds payable
Lease liabilities
$ 175,659,726
173,050,745
19,859,208
$ (50,538,933 )
139,571,843
(1,622,246 )
$
(9,670,786 )
(466,391 )
-
$
-
-
1,940,397
$
(528,674 )
27,212
156,117
$ 114,921,333
312,183,409
20,333,476
Total
$ 368,569,679
$ 87,410,664
$ (10,137,177 )
$
1,940,397
$
(345,345 )
$ 447,438,218
Balance as of
January 1, 2020
Financing Cash
Flow
Foreign
Exchange
Movement
Leases
Modifications
Other Changes
(Note)
Balance as of
December 31,
2020
Non-cash changes
Short-term loans
Bonds payable
Lease liabilities
$ 148,510,290
56,900,000
15,143,819
$ 31,944,333
117,129,182
(2,324,499 )
$
(4,794,897 )
(986,845 )
17,489
$
-
-
6,853,545
$
-
8,408
168,854
$ 175,659,726
173,050,745
19,859,208
Total
$ 220,554,109
$ 146,749,016
$
(5,764,253 )
$
6,853,545
$
177,262
$ 368,569,679
Note: Other changes include discounts on short-term loans, amortization of bonds payable and financial cost of lease liabilities.
- 168 -
- 168 -
28. CAPITAL MANAGEMENT
The Company requires significant amounts of capital to build and expand its production facilities and acquire
additional equipment. In consideration of the industry dynamics, the Company manages its capital in a
manner to ensure that it has sufficient and necessary financial resources to fund its working capital needs,
capital asset purchases, research and development activities, dividend payments, debt service requirements
and other business requirements associated with its existing operations over the next 12 months.
29. FINANCIAL INSTRUMENTS
a. Categories of financial instruments
Financial assets
FVTPL (Note 1)
FVTOCI (Note 2)
Amortized cost (Note 3)
Financial liabilities
FVTPL (Note 4)
Amortized cost (Note 5)
December 31,
2021
December 31,
2020
$
145,280 $
5,198,309
2,125,825
3,790,131
586,299,180 440,992,185
$ 591,642,769 $ 446,908,141
$
93,153
1,026,450,717 734,363,642
636,472 $
$1,027,087,189 $ 734,456,795
Note 1: Financial assets mandatorily measured at FVTPL.
Note 2: Including notes and accounts receivable (net) and equity investments.
Note 3: Including cash and cash equivalents, notes and accounts receivable (including related parties),
other receivables and refundable deposits.
Note 4: Held for trading.
Note 5: Including short-term loans, accounts payable (including related parties), payables to contractors
and equipment suppliers, cash dividends payable, accrued expenses and other current liabilities,
bonds payable, guarantee deposits and other noncurrent liabilities.
b. Financial risk management objectives
The Company manages its exposure to foreign currency risk, interest rate risk, equity price risk, credit
risk and liquidity risk with the objective to reduce the potentially adverse effects the market uncertainties
may have on its financial performance.
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- 169 -
The plans for material treasury activities are reviewed by the Audit Committees and/or Board of
Directors in accordance with procedures required by relevant regulations or internal controls. During
the implementation of such plans, the Company must comply with certain treasury procedures that
provide guiding principles for overall financial risk management and segregation of duties.
c. Market risk
The Company is exposed to the financial market risks, primarily changes in foreign currency exchange
rates, interest rates and equity investment prices. A portion of these risks is hedged.
Foreign currency risk
Substantially the Company’s sales is denominated in U.S. dollars and over half of its capital
expenditures are denominated in currencies other than NT dollars, primarily in U.S. dollars, Japanese
yen and Euros. As a result, any significant fluctuations to its disadvantage in the exchanges rate of NT
dollar against such currencies, in particular a weakening of U.S. dollar against NT dollars, would have
an adverse impact on the revenue and operating profit as expressed in NT dollar. The Company uses
foreign currency derivative contracts, such as currency forwards or currency swaps, to protect against
currency exchange rate risks associated with non-NT dollar-denominated assets and liabilities and
certain forecasted transactions. These hedges reduce, but do not entirely eliminate, the effect of foreign
currency exchange rate movements on the assets and liabilities.
Based on a sensitivity analysis performed on the Company’s total monetary assets and liabilities for the
years ended December 31, 2021 and 2020, a hypothetical adverse foreign currency exchange rate
change of 10% would have decreased its net income by NT$1,196,014 thousand and NT$832,231
thousand, respectively, after taking into account hedges and offsetting positions.
Interest rate risk
The Company is exposed to interest rate risks primarily related to its bank deposits and bank loans.
Changes in interest rates affect the interest earned on the Company’s bank deposits, as well as the interest
paid on its bank loans. Because all of the Company’s bonds issued are fixed-rate and measured at
amortized cost, changes in interest rates would not affect the future cash flows and the carrying amount.
Other price risk
The Company is exposed to equity price risk arising from financial assets at FVTOCI.
Assuming a hypothetical decrease of 10% in prices of the equity investments at the end of the reporting
period for the years ended December 31, 2021 and 2020, the other comprehensive income would have
decreased by NT$87,841 thousand and NT$73,464 thousand, respectively.
d. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial losses to the Company. The Company is exposed to credit risks from operating activities,
primarily accounts receivable, and from investing activities, primarily deposits, fixed-income
investments and other financial instruments with banks. Credit risk is managed separately for business
related and financial related exposures. As of the end of the reporting period, the Company’s maximum
credit risk exposure is equal to the carrying amount of financial assets.
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- 170 -
Business related credit risk
The Company’s accounts receivable are from its customers worldwide. The majority of the Company’s
outstanding accounts receivable are not covered by collaterals or guarantees. While the Company has
procedures to monitor and manage credit risk exposure on accounts receivable, there is no assurance
such procedures will effectively eliminate losses resulting from its credit risk. This risk is heightened
during periods when economic conditions worsen.
As of December 31, 2021 and 2020, the Company’s ten largest customers accounted for 67% of
accounts receivable in both years. The Company considers the concentration of credit risk for the
remaining accounts receivable not material.
Financial credit risk
The Company mitigates its financial credit risk by selecting counterparties with investment-grade credit
ratings and by limiting the exposure to any individual counterparty. The Company regularly monitors
and reviews the limit applied to counterparties and adjusts the limit according to market conditions and
the credit standing of the counterparties.
e. Liquidity risk management
The objective of liquidity risk management is to ensure the Company has sufficient liquidity to fund its
business operations over the next 12 months. The Company manages its liquidity risk by maintaining
adequate cash and cash equivalents and sufficient cost-efficient funding.
The table below summarizes the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments, including principal and interest.
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
December 31, 2021
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
liabilities
Bonds payable
Lease liabilities (including those
classified under accrued expenses
and other current liabilities)
(Note)
Others
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
$ 114,767,034
$
48,892,095
136,212,285
$
-
-
-
$
-
-
-
-
-
-
$ 114,767,034
48,892,095
136,212,285
105,867,008
7,705,092
-
31,050,325
-
87,631,487
-
248,960,671
105,867,008
375,347,575
1,740,990
-
415,184,504
3,129,411
164,991,929
199,171,665
2,868,048
-
90,499,535
13,739,223
-
262,699,894
21,477,672
164,991,929
967,555,598
132,106,866
(132,001,910 )
104,956
-
-
-
-
-
-
-
-
-
132,106,866
(132,001,910 )
104,956
$ 415,289,460
$ 199,171,665
$ 90,499,535
$ 262,699,894
$ 967,660,554
(Continued)
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- 171 -
December 31, 2020
Non-derivative financial liabilities
Short-term loans
Accounts payable (including related
parties)
Payables to contractors and
equipment suppliers
Accrued expenses and other current
liabilities
Bonds payable
Lease liabilities (including those
classified under accrued expenses
and other current liabilities)
(Note)
Derivative financial instruments
Forward exchange contracts
Outflows
Inflows
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Total
$ 175,658,226
$
43,256,260
156,342,457
$
-
-
-
$
-
-
-
-
-
-
$ 175,658,226
43,256,260
156,342,457
56,090,322
4,423,599
-
25,822,844
-
30,134,920
-
148,299,359
56,090,322
208,680,722
1,539,173
437,310,037
2,864,146
28,686,990
2,763,636
32,898,556
13,977,371
162,276,730
21,144,326
661,172,313
144,697,981
(148,236,932 )
(3,538,951 )
-
-
-
-
-
-
-
-
-
144,697,981
(148,236,932 )
(3,538,951 )
$ 433,771,086
$ 28,686,990
$ 32,898,556
$ 162,276,730
$ 657,633,362
(Concluded)
Note: Information about the maturity analysis for lease liabilities more than 5 years:
5-10 Years
10-15 Years
15-20 Years
More Than
20 Years
Total
December 31, 2021
Lease liabilities
$
6,665,672
$
4,994,134
$
1,959,928
$
119,489
$ 13,739,223
December 31, 2020
Lease liabilities
$
6,498,231
$
5,082,504
$
2,242,373
$
154,263
$ 13,977,371
f. Fair value of financial instruments
1) Fair value measurements recognized in the parent company only balance sheets
Fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value
is observable:
(cid:31) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities;
(cid:31) Level 2 fair value measurements are those derived from inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
(cid:31) Level 3 fair value measurements are those derived from valuation techniques that include inputs
for the asset or liability that are not based on observable market data (unobservable inputs).
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- 172 -
2) Fair value of financial instruments that are measured at fair value on a recurring basis
Fair value hierarchy
The following table presents the Company’s financial assets and liabilities measured at fair value on
a recurring basis:
Level 2
December 31, 2021
Level 3
Total
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in equity instruments
$
145,280
$
-
$
145,280
Non-publicly traded equity investments $
-
4,199,909
$
998,400
-
$
998,400
4,199,909
$ 4,199,909
$
998,400
$ 5,198,309
Notes and accounts receivable, net
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
636,472
$
-
$
636,472
Level 2
December 31, 2020
Level 3
Total
Financial assets at FVTPL
Mandatorily measured at FVTPL
Forward exchange contracts
Financial assets at FVTOCI
Investments in equity instruments
$ 2,125,825
$
-
$ 2,125,825
Non-publicly traded equity investments $
-
2,955,301
$
834,830
-
834,830
$
2,955,301
$ 2,955,301
$
834,830
$ 3,790,131
Notes and accounts receivable, net
Financial liabilities at FVTPL
Held for trading
Forward exchange contracts
$
93,153
$
-
$
93,153
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- 173 -
Reconciliation of Level 3 fair value measurements of financial assets
The financial assets measured at Level 3 fair value were equity investments classified as financial
assets at FVTOCI. Reconciliations for the years ended December 31, 2021 and 2020 were as follows:
Years Ended December 31
2021
2020
Balance, beginning of year
Recognized in other comprehensive income
Disposals and proceeds from return of capital of investments
$ 834,830
170,127
(6,557)
$ 877,110
(41,995)
(285)
Balance, end of year
$ 998,400
$ 834,830
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair values of financial assets and financial liabilities are determined as follows:
(cid:31) Forward exchange contracts are measured using forward exchange rates and discount rates
derived from quoted market prices.
(cid:31) The fair value of accounts receivable classified as at FVTOCI is determined by the present value
of future cash flows based on the discount rate that reflects the credit risk of counterparties.
Valuation techniques and assumptions used in Level 3 fair value measurement
The fair values of non-publicly traded equity investments are mainly determined by using the asset
approach and market approach.
The asset approach takes into account the net asset value measured at the fair value by independent
parties.
The market approach is used to arrive at their fair values, for which the recent financing activities of
investees, the market transaction prices of the similar companies and market conditions are
considered.
3) Fair value of financial instruments that are not measured at fair value
Except as detailed in the following table, the Company considers that the carrying amounts of
financial instruments in the parent company only financial statements that are not measured at fair
value approximate their fair values.
Fair value hierarchy
The table below sets out the fair value hierarchy for the Company’s financial assets and liabilities
which are not required to be measured at fair value:
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
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- 174 -
December 31, 2021
Carrying
Amount
Level 2
Fair Value
$ 312,183,409
$ 310,632,379
(Continued)
Financial liabilities
Financial liabilities at amortized costs
Bonds payable
December 31, 2020
Carrying
Amount
Level 2
Fair Value
$ 173,050,745
$ 173,972,033
(Concluded)
Valuation techniques and assumptions used in Level 2 fair value measurement
The fair value of the Company’s bonds payable is determined by quoted market prices provided by
third party pricing services.
30. RELATED PARTY TRANSACTIONS
The significant transactions between the Company and its related parties, other than those disclosed in other
notes, are summarized as follows:
a. Related party name and categories
Related Party Name
Related Party Categories
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
TSMC Global
TSMC China
TSMC Nanjing
TSMC Arizona
VisEra Tech
TSMC North America
TSMC Europe
TSMC JDC
TSMC 3DIC
JASM
TSMC Japan
TSMC Korea
TSMC Design Technology Canada Inc. (TSMC Canada) Indirect Subsidiaries
Indirect Subsidiaries
TSMC Technology, Inc. (TSMC Technology)
Indirect Subsidiaries
WaferTech, LLC (WaferTech)
Associates
GUC
Associates
VIS
Associates
SSMC
Associates
Xintec
Other related parties
TSMC Education and Culture Foundation
Other related parties
TSMC Charity Foundation
- 175 -
- 175 -
b. Net revenue
Years Ended December 31
2021
2020
Item
Related Party Name/Categories
Net revenue from sale of goods TSMC North America
Associates
Other subsidiaries
$1,040,985,786 $ 824,139,751
5,656,748
85,147
5,898,780
110,849
$1,046,995,415 $ 829,881,646
Net revenue from royalties
Subsidiaries
Associates
$
243 $
223,196
214,352
195,111
c. Purchases
Related Party Categories
Subsidiaries
Associates
d. Receivables from related parties
$
223,439 $
409,463
Years Ended December 31
2021
2020
$ 56,134,681
7,569,787
$ 44,920,702
7,605,080
$ 63,704,468
$ 52,525,782
December 31,
2021
December 31,
2020
Item
Related Party Name/Categories
Receivables from related
parties
TSMC North America
Associates
Other subsidiaries
$ 137,956,681
391,647
4,046
$ 101,467,381
313,064
729
$ 138,352,374
$ 101,781,174
Other receivables from related TSMC North America
$
parties
TSMC Nanjing
Other subsidiaries
Associates
$
5,000,563
59,935
105,396
61,531
1,390,902
203,209
71,058
49,165
$
5,227,425
$
1,714,334
- 176 -
- 176 -
e. Payables to related parties
Item
Related Party Name/Categories
December 31,
2021
December 31,
2020
Payables to related parties
TSMC Nanjing
TSMC China
Xintec
Other subsidiaries
Other associates
f. Accrued expenses and other current liabilities
$ 2,761,080
1,802,314
725,261
1,687,157
711,861
$ 1,889,906
1,643,070
1,358,624
1,376,983
749,040
$ 7,687,673
$ 7,017,623
December 31,
2021
December 31,
2020
Item
Related Party Name/Categories
Other payables and other
current liabilities
Subsidiaries
Associates
$ 1,389,861
726,350
$
318,654
-
$ 2,116,211
$
318,654
Temporary receipts
TSMC North America
$ 20,650,062
$
-
g. Other noncurrent liabilities
December 31,
2021
December 31,
2020
Item
Related Party Name
Temporary receipts
TSMC North America
$ 127,361,560
$
-
h. Disposal of property, plant and equipment
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
Proceeds
Years Ended December 31
2021
2020
$ 102,721
21,103
$ 527,134
6,115
$ 123,824
$ 533,249
- 177 -
- 177 -
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
Related Party Name/Categories
TSMC Nanjing
Other subsidiaries
i. Others
Gains
Years Ended December 31
2021
2020
$ 24,765
38,931
$ 31,494
49,844
$ 63,696
$ 81,338
Deferred Gains (Losses) from
Disposal of Property, Plant and
Equipment
December 31,
2021
December 31,
2020
$ 50,816
67,783
$ 4,221
86,186
$ 118,599
$ 90,407
Years Ended December 31
2021
2020
Item
Related Party Name/Categories
Manufacturing expenses
Associates
Subsidiaries
$ 5,445,819
20,791
$ 5,425,878
29,700
$ 5,466,610
$ 5,455,578
Research and development
expenses
Subsidiaries
Associates
$ 3,719,115
252,054
$ 3,409,037
256,496
$ 3,971,169
$ 3,665,533
Marketing expenses -
commission
TSMC Europe
Other subsidiaries
$
465,783
517,205
$
735,295
474,553
$
982,988
$ 1,209,848
The sales prices and payment terms to related parties were not significantly different from those of sales
to third parties. For other related party transactions, price and terms were determined in accordance with
mutual agreements.
The Company leased factory and office from associates. The lease terms and prices were both determined
in accordance with mutual agreements. The rental expenses were paid to associates monthly; the related
expenses were both classified under manufacturing expenses.
The Company deferred the disposal gain or loss derived from sales of property, plant and equipment to
- 178 -
- 178 -
related parties using equity method, and then recognized such gain or loss over the depreciable lives of
the disposed assets.
j. Compensation of key management personnel
The compensation to directors and other key management personnel were as follows:
Short-term employee benefits
Post-employment benefits
Years Ended December 31
2021
2020
$ 2,768,725
2,458
$ 2,567,833
1,951
$ 2,771,183
$ 2,569,784
The compensation to directors and other key management personnel were determined by the
Compensation Committee of the Company in accordance with the individual performance and the
market trends.
31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
Significant contingent liabilities and unrecognized commitments of the Company as of the end of the
reporting period, excluding those disclosed in other notes, were as follows:
a. Under a technical cooperation agreement with Industrial Technology Research Institute, the R.O.C.
Government or its designee approved by the Company can use up to 35% of the Company’s capacity
provided the Company’s outstanding commitments to its customers are not prejudiced. The term of this
agreement is for five years beginning from January 1, 1987 and is automatically renewed for successive
periods of five years unless otherwise terminated by either party with one year prior notice. As of
December 31, 2021, the R.O.C. Government did not invoke such right.
b. Under a Shareholders Agreement entered into with Philips and EDB Investments Pte Ltd. on March 30,
1999, the parties formed a joint venture company, SSMC, which is an integrated circuit foundry in
Singapore. The Company’s equity interest in SSMC was 32%. Nevertheless, in September 2006, Philips
spun-off its semiconductor subsidiary which was renamed as NXP B.V. Further, the Company and NXP
B.V. purchased all the SSMC shares owned by EDB Investments Pte Ltd. pro rata according to the
Shareholders Agreement on November 15, 2006. After the purchase, the Company and NXP B.V.
currently own approximately 39% and 61% of the SSMC shares, respectively. The Company and NXP
B.V. are required, in the aggregate, to purchase at least 70% of SSMC’s capacity, but the Company
alone is not required to purchase more than 28% of the capacity. If any party defaults on the
commitment and the capacity utilization of SSMC falls below a specific percentage of its capacity, the
defaulting party is required to compensate SSMC for all related unavoidable costs. There was no default
from the aforementioned commitment as of December 31, 2021.
c. The Company entered into long-term purchase agreements of materials and supplies and agreements of
waste disposal with multiple suppliers. The relative minimum fulfillment quantity and price are
specified in the agreements.
d. The Company entered into a long-term purchase agreement of equipment. The relative fulfillment
quantity and price are specified in the agreement.
e. The Company entered into long-term energy purchase agreements with multiple suppliers. The relative
fulfillment period, quantity and price are specified in the agreements.
f. As of December 31, 2021, the Company provided endorsement guarantees of NT$2,302,845 thousand to
- 179 -
- 179 -
its subsidiary, TSMC North America, in respect of providing endorsement guarantees for office leasing
contract.
g. As of December 31, 2021, the Company provided a NT$207,555,000 thousand endorsement guarantee
for its subsidiary, TSMC Global, in respect of its issuance of US dollar-denominated senior unsecured
corporate bonds.
h. As of December 31, 2021, the Company provided a NT$222,289,191 thousand endorsement guarantee
for its subsidiary, TSMC Arizona, in respect of its issuance of US dollar-denominated senior unsecured
corporate bonds and operation needs.
32. EXCHANGE RATE INFORMATION OF FOREIGN-CURRENCY FINANCIAL ASSETS AND
LIABILITIES
The following information was summarized according to the foreign currencies other than the functional
currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into
the functional currency. The significant financial assets and liabilities denominated in foreign currencies
were as follows:
Foreign
Currencies
(In Thousands)
Exchange Rate
(Note)
Carrying
Amount
(In Thousands)
December 31, 2021
Financial assets
Monetary items
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
December 31, 2020
Financial assets
Monetary items
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
$ 11,386,512
14,420
10,673,383
27.674
31.460
0.2414
$ 315,110,347
453,666
2,576,555
11,851,225
3,494,588
109,729,158
27.674
31.460
0.2414
327,970,810
109,939,747
26,488,619
6,556,606
10,505
83,135,801
28.097
34.587
0.2729
184,220,958
363,340
22,687,760
6,906,646
4,146,458
103,973,930
28.097
34.587
0.2729
194,056,024
143,413,558
28,374,485
Note: Exchange rate represents the number of NT dollar for which one foreign currency could be
exchanged.
- 180 -
- 180 -
Please refer to the parent company only statements of comprehensive income for the total of realized and
unrealized foreign exchange gain and loss for the years ended December 31, 2021 and 2020, respectively.
Since there were varieties of foreign currency transactions of the Company, the Company was unable to
disclose foreign exchange gain (loss) towards each foreign currency with significant impact.
33. ADDITIONAL DISCLOSURES
Following are the additional disclosures required by the Securities and Futures Bureau for the Company:
a. Financings provided: See Table 1 attached;
b. Endorsement/guarantee provided: See Table 2 attached;
c. Marketable securities held (excluding investments in subsidiaries and associates): See Table 3 attached;
d. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of
the paid-in capital: See Table 4 attached;
e. Acquisition of individual real estate properties at costs of at least NT$300 million or 20% of the paid-in
capital: See Table 5 attached;
f. Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in
capital: None;
g. Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital:
See Table 6 attached;
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital:
See Table 7 attached;
i.
Information about the derivative financial instruments transaction: See Notes 7 and 8;
j. Names, locations, and related information of investees over which the Company exercises significant
influence (excluding information on investment in mainland China): See Table 8 attached;
k. Information on investment in mainland China
1) The name of the investee in mainland China, the main businesses and products, its issued capital,
method of investment, information on inflow or outflow of capital, percentage of ownership,
income (losses) of the investee, share of profits/losses of investee, ending balance, amount received
as dividends from the investee, and the limitation on investee: See Table 9 attached.
2) Significant direct or indirect transactions with the investee, its prices and terms of payment,
unrealized gain or loss, and other related information which is helpful to understand the impact of
investment in mainland China on financial reports: See Note 30.
l.
Information of major shareholder
List of all shareholders with ownership of 5 percent or greater showing the names and the number of
shares and percentage of ownership held by each shareholder: See Table 10 attached.
34. OPERATING SEGMENTS INFORMATION
The Company has provided the operating segments disclosure in the consolidated financial statements.
- 181 -
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THE CONTENTS OF STATEMENTS OF MAJOR
ACCOUNTING ITEMS
ITEM
STATEMENT INDEX
MAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIES AND
EQUITY
STATEMENT OF CASH AND CASH EQUIVALENTS
STATEMENT OF NOTES AND ACCOUNTS RECEIVABLE,
NET
STATEMENT OF RECEIVABLES FROM RELATED
PARTIES
STATEMENT OF INVENTORIES
STATEMENT OF CHANGES IN INVESTMENTS
ACCOUNTED FOR USING EQUITY METHOD
STATEMENT OF CHANGES IN PROPERTY, PLANT AND
EQUIPMENT
STATEMENT OF CHANGES IN ACCUMULATED
DEPRECIATION AND ACCUMULATED IMPAIRMENT
OF PROPERTY, PLANT AND EQUIPMENT
STATEMENT OF CHANGES IN RIGHT-OF-USE ASSETS
STATEMENT OF CHANGES IN INTANGIBLE ASSETS
STATEMENT OF DEFERRED INCOME TAX ASSETS /
LIABILITIES
STATEMENT OF SHORT-TERM LOANS
STATEMENT OF ACCOUNTS PAYABLES
STATEMENT OF PAYABLES TO RELATED PARTIES
STATEMENT OF PAYABLES TO CONTRACTORS AND
EQUIPMENT SUPPLIERS
STATEMENT OF LEASE LIABILITIES
STATEMENT OF ACCRUED EXPENSES AND OTHER
CURRENT LIABILITIES
STATEMENT OF BONDS PAYABLE
MAJOR ACCOUNTING ITEMS IN PROFIT OR LOSS
STATEMENT OF NET REVENUE
STATEMENT OF COST OF REVENUE
STATEMENT OF OPERATING EXPENSES
STATEMENT OF FINANCE COSTS
STATEMENT OF LABOR, DEPRECIATION AND
AMORTIZATION BY FUNCTION
1
2
3
4
5
Note 12
Note 12
6
Note 14
Note 23
7
8
9
10
11
12
13
14
15
16
Note 21
17
-
0
2
2
-
- 221 -
- 221 -
STATEMENT 1
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF CASH AND CASH EQUIVALENTS
DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Item
Description
Amount
Cash
Petty cash
Cash in banks
Checking accounts and demand deposits
Foreign currency deposits
Time deposits
Cash equivalents
Repurchase agreements
$
340
30,289,920
54,285,143
310,887,937
Including US$1,859,092 thousand
@27.674, JPY10,100,318 thousand
@0.2414 and EUR12,664 thousand
@31.46
From 2021.08.18 to 2022.04.28, interest
rates at 0.25%-0.53%, including
NT$238,382,057 thousand and
US$2,620,000 thousand @27.674
Expired by 2022.01.21, interest rates at
830,901
0.34%
Total
$ 396,294,241
- 222 -
- 222 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NOTES AND ACCOUNTS RECEIVABLE, NET
DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
Client Name
Client A
Client B
Client C
Others (Note)
Less: Loss allowance
Total
STATEMENT 2
Amount
$ 11,696,041
4,626,876
2,936,744
26,986,541
46,246,202
(345,905)
$ 45,900,297
Note: The amount of individual client included in others does not exceed 5% of the account balance.
- 223 -
- 223 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF RECEIVABLES FROM RELATED PARTIES
DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
Client Name
TSMC North America
Others (Note)
Total
STATEMENT 3
Amount
$ 137,956,681
395,693
$ 138,352,374
Note: The amount of individual client included in others does not exceed 5% of the account balance.
- 224 -
- 224 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF INVENTORIES
DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
STATEMENT 4
Item
Finished goods
Work in process
Raw materials
Supplies and spare parts
Total
Amount
Cost
Net Realizable
Value
$ 32,290,346
$ 87,338,028
134,097,879
467,910,421
10,368,446
10,368,446
8,403,177
8,403,177
$ 185,159,848
$ 574,020,072
- 225 -
- 225 -
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Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF CHANGE IN RIGHT-OF-USE ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
STATEMENT 6
Item
Land
Buildings
Office
Equipment
Total
Remark
Cost
Balance at January 1, 2021 $ 27,100,250 $
6,461,764
Additions
Deductions
(378)
Balance at December 31,
520,395 $
579,868
(85,939)
$ 33,561,636 $ 1,014,324 $
41,779 $ 27,662,424
7,053,815
12,183
(7,568)
(93,885)
46,394 $ 34,622,354
2021
Accumulated depreciation
Balance at January 1, 2021
Additions
Deductions
Balance at December 31,
2,225,660
1,810,555
(367)
$ 4,035,848 $
237,309
203,006
-
440,315 $
14,628
2,477,597
15,092
2,028,653
(6,948)
(6,581)
23,139 $ 4,499,302
-
6
2
2
-
2021
Carrying amounts at
December 31, 2021
$ 29,525,788 $
574,009 $
23,255 $ 30,123,052
- 227 -
- 227 -
7
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STATEMENT 8
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCOUNTS PAYABLES
DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
Accounts payables was NT$41,204,422 thousands. The amount of individual vendor does not exceed 5% of the
account balance.
-
8
2
2
-
- 229 -
- 229 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO RELATED PARTIES
DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
Vendor Name
TSMC Nanjing
TSMC China
WaferTech
Xintec
Others (Note)
Total
STATEMENT 9
Amount
$ 2,761,080
1,802,314
732,533
725,261
1,666,485
$ 7,687,673
Note: The amount of individual vendor in others does not exceed 5% of the account balance.
- 230 -
- 230 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF PAYABLES TO CONTRACTORS AND EQUIPMENT SUPPLIERS
DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
STATEMENT 10
Vendor Name
Vendor A
Vendor B
Vendor C
Vendor D
Vendor E
Others (Note)
Total
Amount
$ 34,634,124
13,889,632
12,926,999
8,915,250
7,008,676
58,837,604
$ 136,212,285
Note: The amount of individual vendor included in others does not exceed 5% of the account balance.
- 231 -
- 231 -
STATEMENT 11
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF LEASE LIABILITIES
DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
Item
Description
Lease Term
Discount
Rate (%)
Balance,
End of Year
Land
Mainly for the use of plants
2 to 22 years
0.39-0.94
$ 19,717,472
and offices
Buildings
Mainly for the use of offices
1 to 6 years
0.39-0.71
592,082
Office equipment
For operation use
2 to 4 years
0.28-0.69
23,922
Less: Current portion
Noncurrent portion
20,333,476
(1,591,153)
$ 18,742,323
- 232 -
- 232 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
Item
Refund liability
Contract liabilities
Temporary receipts from customers
Others (Note)
Total
Note: The amount of each item in others does not exceed 5% of the account balance.
STATEMENT 12
Amount
$ 39,493,180
33,951,838
30,612,702
37,437,707
$ 141,495,427
- 233 -
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STATEMENT 14
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF NET REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Item
Wafer
Other
Net revenue
Note: 12-inch equivalent wafers.
Shipments
(Piece) (Note)
14,178,630
Amount
$ 1,402,118,668
172,627,213
$ 1,574,745,881
- 236 -
- 236 -
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF COST OF REVENUE
FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
Item
Raw materials used
Balance, beginning of year
Raw material purchased
Raw materials, end of year
Transferred to manufacturing or operating expenses
Others
Subtotal
Direct labor
Manufacturing expenses
Manufacturing cost
Work in process, beginning of year
Work in process, end of year
Transferred to manufacturing or operating expenses
Cost of finished goods
Finished goods, beginning of year
Finished goods purchased
Finished goods, end of year
Transferred to manufacturing or operating expenses
Scrapped
Subtotal
Others
Total
STATEMENT 15
Amount
$ 13,758,417
56,415,699
(10,368,446)
(10,981,143)
(200,555)
48,623,972
18,715,561
747,716,382
815,055,915
88,575,222
(134,097,879)
(37,978,640)
731,554,618
21,338,980
66,032,066
(32,290,346)
(19,492,776)
(197,224)
766,945,318
19,171,526
$ 786,116,844
- 237 -
- 237 -
STATEMENT 16
Taiwan Semiconductor Manufacturing Company Limited
STATEMENT OF OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
Item
Research and
Development
Expenses
General and
Administrative
Expenses
Selling
Expenses
Payroll and related expense
$ 42,226,907
$ 11,638,789
$
3,023,857
Consumables
Depreciation expense
36,331,182
129,888
25,427,064
1,714,495
Repair and maintenance expense
5,853,864
1,648,596
Donation expense
5,000
4,376,018
Management fees of the Science Park Administration
Patents
Commission
Others (Note)
Total
2,928,361
2,352,979
-
-
-
-
982,988
13,573,258
6,178,474
238,563
$ 123,417,275
$ 30,967,600
$
4,282,882
15
35,087
2,372
-
-
-
Note: The amount of each item in others does not exceed 5% of the account balance.
- 238 -
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TSE: 2330
NYSE: TSM
TSMC Annual Report 2021(I)
Taiwan Stock Exchange Market Observation Post System: https://mops.twse.com.tw
TSMC annual report is available at https://investor.tsmc.com/english/annual-reports
Printed on March 12, 2022