2015 TSMC Annual Report

• TSMC Vision, Mission & Core Values
• Letter to Shareholders
• Company Profile
  1. An Introduction to TSMC
  2. Market/Business Summary
  3. Organization
  4. Board Members
  5. Management Team
• Corporate Governance
  1. Overview
  2. Board of Directors
  3. Major Resolutions of Shareholders’ Meeting and Board Meetings
  4. Taiwan Corporate Governance Implementation as Required by the Taiwan Financial Supervisory Commission
  5. Code of Ethics and Business Conduct
  6. Regulatory Compliance
  7. Internal Control System Execution Status
  8. Status of Personnel Responsible for the Company’s Financial and Business Operation
  9. Information Regarding TSMC’s Independent Auditor
  10. Material Information Management Procedure
• Capital and Shares
  1. Capital and Shares
  2. Issuance of Corporate Bonds
  3. Preferred Shares
  4. Issuance of American Depositary Shares
  5. Status of Employee Stock Option Plan
  6. Status of Employee Restricted Stock
  7. Status of New Share Issuance in Connection with Mergers and Acquisitions
  8. Financing Plans and Implementation
• Operational Highlights
  1. Business Activities
  2. Technology Leadership
  3. Manufacturing Excellence
  4. Customer Trust
  5. Employees
  6. Material Contracts
• Financial Highlights and Analysis
  1. Financial Highlights
  2. Financial Status and Operating Results
  3. Risk Management
• Corporate Social Responsibility
  1. Overview
  2. Environmental, Safety and Health (ESH) Management
  3. TSMC Education and Culture Foundation
  4. TSMC Volunteer Program
  5. TSMC i-Charity
  6. Social Responsibility Implementation Status as Required by the Taiwan Financial Supervisory Commission
• Subsidiary Information and Other Special Notes
  1. Subsidiaries
  2. Status of TSMC Common Shares and ADRs Acquired, Disposed of, and Held by Subsidiaries
  3. Special Notes
• Financial Statements
  1. Consolidated Financial Statements for the Years Ended December 31, 2014 and 2013 and Independent Auditors’ Report
  2. Parent Company Only Financial Statements for the Years Ended December 31, 2014 and 2013 and Independent Auditors’ Report
• Contact Information
• Downloads
• Previous Annual Reports
• CHINESE

TSMC Annual Report >  2015 >  Corporate Governance > Major Decisions of Shareholders’ Meeting and Board Meetings

Major Decisions of Shareholders’ Meeting and Board Meetings

Major Resolutions of Shareholders’ Meeting and Implementation Status

TSMC’s 2015 Annual Shareholders’ Meeting was held in Hsinchu, Taiwan on June 9, 2015. At the meeting, shareholders present in person or by proxy approved the following resolutions:
(1) The 2014 Business Report and Financial Statements;
(2) The distribution of 2014 profits;
(3) Election of eight directors (including five independent directors).

Implementation Status

All the resolutions of the Shareholders’ Meeting have been fully implemented in accordance with the resolutions.

The eight newly elected directors were Morris Chang, F.C. Tseng, Sir Peter Leahy Bonfield (Independent Director), Stan Shih (Independent Director), Thomas J. Engibous (Independent Director), Kok-Choo Chen (Independent Director), Michael R. Splinter (Independent Director) and Johnsee Lee (representative of National Development Fund, Executive Yuan).

Major Resolutions of Board Meetings

During the 2015 calendar year, and as of the date of this Annual Report, major resolutions approved at Board meetings are summarized below:

(1) Special Board Meeting of January 9, 2015:

• approving the sale of all shares (i.e. 565.5 million common shares) of TSMC Solid State Lighting Ltd. at a price of NT$825 million (equivalent to NT$1.46 per share) to Epistar Corporation.

(2) Regular Board Meeting of February 9 & 10, 2015:

• approving 2014 business report and financial statements;
• approving distribution of 2014 profits, and cash dividends, employee cash bonus and employee profit sharing;
• approving capital appropriations of US$2,003.70 million (including: 1. installation of advanced and mainstream technology capacity; 2. installation of specialty technology capacity; 3. conversion of certain logic capacity to specialty technologies; 4. capacity installation and conversion for advanced packaging and assembly; 5. second quarter 2015 R&D capital investments and sustaining capital expenditures); and
• convening the 2015 Annual Shareholders’ Meeting.

(3) Special Board Meeting of April 24, 2015:

• listing eight qualified candidates for directors (including five independent directors) to stand for election at TSMC’s 2015 Annual Shareholders’ Meeting.

(4) Regular Board Meeting of June 9 & 10, 2015:

• re-election of Dr. Morris Chang as the Chairman and Dr. F.C. Tseng as the Vice Chairman of the Board of Directors;
• approving to sell 5% common shares of Vanguard International Semiconductor Corporation;
• approving capital appropriation of US$1,452.15 million (including: 1. installation of advanced and specialty technology capacity; 2. conversion of certain logic capacity to specialty technologies; 3. third quarter 2015 R&D capital investments and sustaining capital expenditures); and
• approving the capital injection of not more than US$2 billion to TSMC Global Ltd., a wholly-owned BVI subsidiary, for the purpose of reducting foreign exchange hedging costs.

(5) Regular Board Meeting of August 10 & 11, 2015:

• approving capital appropriations of US$1,236.9 million (including: 1. capacity expansion of advanced technology and packaging and assembly; 2. conversion of certain logic capacity to specialty technologies; 3. fourth quarter 2015 R&D capital investments and sustaining capital expenditures); and
• approving acquisition of OmniVision Technologies, Inc.’s (OVT’s) 49.1% ownership in VisEra Holding Cayman, Ltd., and 100% ownership in Taiwan OmniVision Invetment Holding Co. Inc. (OVT Taiwan), at an amount not more than US$126 million. The acquisition of shares is conditional on related governments (including the United States) approving a Chinese consortium’s acquisition of OVT.

(6) Regular Board Meeting of November 9 & 10, 2015:

• approving capital appropriations of US$3,963.3 million (including: 1. capacity expansion of advanced technology and packaging and assembly; 2. construction of fab facilities and installation of facility systems; 3. first quarter 2016 R&D capital investments and sustaining capital expenditures); and
• approving the promotion of Dr. Y.L. Wang as Vice President.

(7) Board Meeting of February 1 & 2, 2016:

• approving 2015 business report and financial statements;
• approving distribution of 2015 profits, and cash dividends, employee cash bonus and employee profit sharing;
• approving the establishment of a wholly owned subsidiary in Nanjing of China with capital injection not exceeding US$1 billion, subject to approval from the Investment Commission of Taiwan’s Ministry of Economic Affairs, to set up a 12-inch fab and a design service center with a total capital investment not to exceed US$3 billion;
• approving capital appropriations of US$2,536.9 million (including: 1. installation of advanced technology capacity; 2. second quarter 2016 R&D capital investments and sustaining capital expenditures);
• approving the capital injection of not more than US$2 billion to TSMC Global Ltd., a wholly-owned BVI subsidiary, for the purpose of reducing foreign exchange hedging costs; and
• convening the 2016 Annual Shareholders’ Meeting.

Major Issues of Record or Written Statements Made by Any Director Dissenting to Important Resolutions Passed by the Board of Directors during the 2015 Calendar Year and as of the Date of this Annual Report: None.