TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
RULES AND PROCEDURES OF BOARD OF DIRECTORS MEETINGS
 Article 1 (Scope of the Rules and Procedures)
  Article 2 (Convention and Chairman of Board Meetings)
    Article 3 (Place and Time of Board Meetings)
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Article 4 (Designated Secretariat, Meeting Notices, and Meeting Materials)
     1.
    
    The Companys business plans;2.
    
    Annual and semi-annual financial statements;3.
    
    Adoption or amendment of an internal control system;4.
    
    Adoption or amendment of procedures for acquisition or disposal of assets, financial
derivatives transactions, lending funds to other parties, or providing endorsement or
guarantees for other parties;5.
    
    Material transactions of assets or financial derivatives; material monetary loans,
endorsements or guarantees;6.
    
    Offering, issuance, or private placement of any equity-type securities;7.
    
    Appointment or discharge of CFO, Controller, or head of internal auditor; and8.
    
    Any other matters that shall be resolved by the Shareholders Meeting or Board Meeting as
required by relevant laws and regulations or the Companys Articles of Incorporation, or
that are deemed to be material by the regulatory authorities.
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Article 5 (Subject Matters of Board Meetings)
  1.
    
    Report items:
     2.
    
    Discussion items:
 
  3.
    
    Special motions
 Article 6 (Attendance Signing Booklet and Proxies)
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Article 7 (Convention of Board Meetings)
  Article 8 (Other Attendants)
  Article 9 (Discussion of Proposed Resolutions)
  mutatis mutandis
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Article 10 (Voting)
    1.
    
    By showing of hands;2.
    
    By voicing votes; or3.
    
    By casting ballots. The Chairman shall appoint person(s) to monitor the voting process
and person(s) to count the ballots; and the person(s) appointed to monitor the voting
process should be a Director.
 Article 11 (The Recusal of Conflict-Interested Directors)
  Article 12 (Meeting Items to be Recorded and Signed)
 
 1.
    
    The term (or year), place, and time of the meeting;2.
    
    The name of the chairman;
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3.
    
    The attendance situation of the Directors, including the names and numbers of those who
are present, on leave, and absent;4.
    
    The names and titles of the other attendants;5.
    
    The name of the recorder;6.
    
    Report items;7.
    
    Discussion items: the voting method and the result of each proposed resolution; the
summary of opinion by the Directors, experts, and other personnel; any dissenting opinion or
abstention with a written statement; any written statement provided by the Independent
Directors pursuant to Paragraph 2 of Articles 6 of the Rules and Procedures;8.
    
    Special motions: the names of the persons proposing the special motions; the voting
method and the result of each proposed resolution; the summary of opinion by the Directors,
experts, and other personnel; any dissenting opinion or abstention with a written statement;
and9.
    
    Other items that shall be recorded.
  Article 13 (Tape-recording of Board Meeting Process)
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Article 14 (Cancellation of Board Meetings)
  Article 15 (Delegation of the Board of Directors)
  Article 16 (Effective Date and Amendment)
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