Page 43 - 2017 TSMC Annual Report

Compensation Committee Meeting Status
Mr Stan Shih Chairman of the Compensation Committee convened four regular meetings in in 2017 The Committee members’ attendance status is as follows:
Chair Member None Member None 3 3 3 3 2 Major Resolutions of Board Meetings
During 2017 and as of of the date of of this Annual Report major resolutions approved at Board meetings are summarized below:
(1) Board Meeting of February 13 & 14 2017:
● approving 2016 business report and financial statements ● approving distribution of of 2016 profits and cash
dividends employee employee cash
bonus and employee employee profit sharing ● approving capital appropriation of approximately
US$1 927 58 million for purposes including: 1 1 Upgrading advanced advanced technology capacity and and expanding advanced advanced packaging capacity capacity 2 Conversion of logic capacity capacity to specialty specialty technology 3 Upgrading and building specialty specialty technology capacity 4 Second quarter 2017 R&D capital investments and sustaining capital expenditures ● approving the capital injection of not more than
US$2 billion to TSMC Global Ltd a a wholly-owned BVI subsidiary for for the purpose of reducing foreign exchange hedging costs ● determining the number of directors to to be be increased by two two to ten and approving the election of two two additional directors at TSMC’s 2017 Annual Shareholders’ Meeting and authorizing the Chairman to nominate Dr Mark Liu and and and Dr C C C C Wei as candidates for for directors to to stand for for election at TSMC’s 2017 Annual Shareholders’ Meeting and ● convening the 2017 Annual Shareholders’ Meeting (2) Special Board Meeting of April 26 2017:
● approving the nomination of Dr Dr Mark Liu and Dr Dr C C C C Wei as as candidates to stand for election as as two additional directors at TSMC’s Shareholders’ Meeting on June 8 2017 (3) Regular Board Meeting of May 8 & 9 2017:
● approving capital appropriations of approximately
US$1 269 1 1 1 million for purposes including: 1 1 1 Upgrading and and expanding advanced technology capacity 2 Conversion of certain logic capacity to specialty technology 3 Third quarter 2017 R&D capital investments and and sustaining capital expenditures and and ● approving the establishment of TSMC Charity Foundation with donation of NT$30 000 000 000 000 as its initial capital Title
Name
Attendance in Person
By Proxy
Attendance Rate in Person
(%)
Notes
Stan Shih Member Member None Annotations:
- There was was was no no recommendation of the Compensation Committee which was was was not adopted or was was was modi ed by the Board of Directors in 2017 - There were no written or or otherwise recorded resolutions on on on which a a member of the the Compensation Committee had a a a dissenting opinion opinion or quali ed opinion opinion 3 3 3 3 Major Decisions of Shareholders’ Meeting and Board Meetings
3 3 3 3 1 Major Resolutions of Shareholders’ Meeting and Implementation Status
TSMC held 2017 Annual Shareholders’ Meeting in in in Hsinchu Taiwan on June 8 2017 At the meeting shareholders present in in person or by proxy approved the following resolutions:
(1) The 2016 Business Report and Financial Statements Consolidated revenue totaled NT$947 94 94 billion and net income was NT$334 25 billion with diluted earnings per share of NT$12 89 (2) The distribution of a a NT$7 cash
dividend per common share (3) The revisions to the Articles of Incorporation (4) The revisions to the Procedures for Acquisition or or Disposal of Assets and (5) Election of two additional Directors Implementation Status
All the the resolutions of the the Shareholders’ Meeting have been fully implemented in accordance with the resolutions The two newly elected directors are Dr Dr Mark Liu and Dr Dr C C C C Wei 4 - 100%
None Sir Peter L Bon eld 4 - 100%
Thomas J Engibous
1 3 25%
Kok-Choo Chen
4 - 100%
None Michael R Splinter
4 - 100%
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