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 >  Capital and Shares > Capital and Shares

Capital and Shares

Capitalization

Unit: Share/NT$

As of 02/29/2016

Capital and Shares

Unit: Share

As of 02/29/2016

Shelf Registration: None.

Composition of Shareholders

Common Share

As of 07/05/2015 (last record date)

Distribution Profile of Share Ownership

Common Share

As of 07/05/2015 (last record date)

Preferred Share: None.

Major Shareholders

Common Share

As of 07/05/2015 (last record date)

Net Change in Shareholding by Directors, Management and Shareholders with 10% Shareholdings or More

Unit: Share

Stock Trade with Related Party

Stock Pledge with Related Party: None.

Related Party Relationship among Our 10 Largest Shareholders

Common Share

As of 07/05/2015 (last record date)

Long-term Investment Ownership

As of 12/31/2015

Share Information

TSMC’s earnings per share in 2015 increased 16.2% from 2014 to NT$11.82 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.

Market Price, Net Worth, Earnings, and Dividends Per Common Share

Unit: NT$, except for weighted average shares and return on investment ratios

Dividend Policy and Distribution of Earnings

TSMC does not pay dividends when there are no profits or retained earnings. TSMC has distributed cash dividends every year to its shareholders since 2004. TSMC intends to maintain a stable and sustainable dividend policy, and will consider raising dividends when the free cash flow is sufficient to cover the previous level of dividend payment and any debt repayment. On February 2, 2016, TSMC’s Board of Directors adopted a proposal recommending distribution of a cash dividend of NT$6 per share as shown in the table below. The proposal will be implemented according to the relevant regulations, upon the approval of shareholders at the Annual Shareholders’ Meeting on June 7, 2016.

Proposal to Distribute 2015 Earnings

Unit: NT$

Compensation to Directors and Profit Sharing Bonus to Employees

Under the Company Law as amended in May 2015, profit sharing bonus to employees has been detached from distribution of company’s earnings. In addition, the newly amended Company Law also requires companies to stipulate in their Articles of Incorporation a fixed amount or ratio of annual profits as profit sharing bonus to employees. TSMC expects to amend its Articles of Incorporation, which is to be approved at the Annual Shareholders’ Meeting on June 7, 2016. Based on the proposed amendment, 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 profit sharing bonus. As resolved by TSMC’s Board of Directors on February 2, 2016, profit sharing bonus to employees was expensed based on a certain percentage of 2015 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.

2015 Directors' Compensation and Employees' Profit Sharing Bonus

2014 Directors' Compensation and Employees' Profit Sharing Bonus

Impact to 2015 Business Performance and EPS Resulting from Stock Dividend Distribution: Not applicable.

Buyback of Common Stock: None.