Major Resolutions of Shareholders' Meeting and Board Meetings
Major Resolutions of Shareholders' Meeting and Implementation Status
TSMC's 2012 Annual Shareholders' Meeting was held in Hsinchu, Taiwan on June 12, 2012. At the meeting, shareholders present in person or by proxy approved the following resolutions:
(1) The 2011 Business Report and Financial Statements;
(2) The distribution of 2011 profits;
(3) The revisions to the Articles of Incorporation;
(4) The revisions to the Rules for Election of Directors; and
(5) Election of nine directors (including five independent directors).
Implementation Status
All the resolutions of the Shareholders' Meeting have been fully implemented in accordance with the resolutions.
The nine newly elected directors were Morris Chang, F.C. Tseng, Sir Peter Leahy Bonfield (Independent Director), Stan Shih (Independent Director), Thomas J. Engibous (Independent Director), Gregory C. Chow (Independent Director), Kok-Choo Chen (Independent Director), Johnsee Lee (representative of National Development Fund, Executive Yuan) and Rick Tsai.
Major Resolutions of Board Meetings
During the 2012 calendar year, and as of the date of this Annual Report, major resolutions approved at Board meetings are summarized below:
(1) Regular Board Meeting of February 13 & 14, 2012:
- approving 2011 business report and financial statements;
- approving distribution of 2011 profits, and cash dividends, employee cash bonus and employee profit sharing;
- approving capital appropriations of US$1,395.49 million;
- approving R&D capital appropriation of US$239.6 million; and
- convening the 2012 Annual Shareholders' Meeting, at which shareholders will hold an election for TSMC's nine-member Board of Directors, including five independent directors.
(2) Special Board Meeting of March 2, 2012:
- approving the appointment of Senior Vice President of R&D Dr.
Shang-yi Chiang, Senior Vice President of Operations Dr. Mark
Liu, and Senior Vice President of Business Development Dr.
C.C. Wei as Executive Vice Presidents and Co-Chief Operating
Officers of TSMC.
Following these appointments, the three Executive Vice Presidents and Co-COOs, as well as TSMC's Finance and Legal organizations, will report directly to Chairman and Chief Executive Officer Dr. Morris Chang. All other organizations will report to the three Executive Vice Presidents and Co-COOs. The new organizational structure will take effect on March 5, 2012.
(3) Special Board Meeting of April 26, 2012:
- approving capital appropriations of US$1,814.2 million; and
- listing five qualified candidates for independent directors to stand for election at TSMC's 2012 Annual Shareholders' Meeting.
(4) Regular Board Meeting of June 12 & 13, 2012:
- re-election of Dr. Morris Chang as the Chairman and Dr. F.C. Tseng as the Vice Chairman of the Board of Directors;
- approving the appointment of the five independent Directors, Stan Shih, Sir Peter Leahy Bonfield, Thomas J. Engibous, Gregory C. Chow and Kok-Choo Chen, as members of the Compensation Committee;
- approving capital appropriations of US$3,176.65 million;
- approving R&D capital appropriation of US$233.2 million; and
- approving issuance of an unsecured straight corporate bond in the domestic market for an amount not exceeding NT$45 billion.
(5) Regular Board Meeting of August 13 & 14, 2012:
- approving 2012 semi-annual financial statements; and
- approving capital appropriations of US$2,786.53 million.
(6) Regular Board Meeting of November 12 & 13, 2012:
- approving capital appropriations of US$2,975 million;
- approving R&D capital appropriation and 2013 sustaining capital appropriation totaling approximately US$209.5 million;
- approving issuance of an unsecured straight corporate bond in the domestic market for an amount not exceeding NT$45 billion;
- approving the subscription of NT$1,243 million in new shares to be issued by TSMC Solid State Lighting Ltd. in 2013; and
- approving the subscription of NT$636 million in new shares to be issued by TSMC Solar Ltd. in 2013.
(7) Regular Board Meeting of February 4 & 5, 2013:
- approving 2012 business report and financial statements;
- approving distribution of 2012 profits, and cash dividends, employee cash bonus and employee profit sharing;
- approving capital appropriations of US$2,714.76 million;
- approving R&D capital appropriations of US$103.6 million;
- approving the provision of a loan guarantee to wholly-owned subsidiary TSMC Global for its issuance of US dollar-denominated senior unsecured corporate bonds for an amount not to exceed US$1.5 billion; and
- convening the 2013 Annual Shareholders' Meeting.