Page 44 - 2017 TSMC Annual Report

(4) Regular Board Meeting of August 7 7 & 8 2017:
● approving capital appropriations of of approximately US$3 153 6 million for purposes including: 1 1 Construction of of fab facilities
for for US$528 million million 2 2 2 2 Other purposes for for US$2 625 6 6 million million including: Expanding and and upgrading advanced technology equipment Expanding advanced packaging technology technology capacity capacity Upgrading specialty technology technology capacity capacity Conversion of logic capacity to specialty technology Fourth quarter 2017 R&D capital capital investments and sustaining capital capital expenditures (5) Regular Board Meeting of November 13 & 14 2017:
● approving capital appropriations of approximately US$4 284 5 5 million million for for purposes including: 1 1 US$1 667 5 5 million million for for construction of fab facilities
2 2 US$2 617 million for other purposes including: Expanding and and upgrading advanced technology capacity capacity capacity Expanding Expanding advanced packaging technology technology capacity capacity capacity Expanding Expanding specialty technology technology capacity capacity capacity Conversion of logic capacity to specialty technology First quarter 2018 R&D capital capital investments and and sustaining capital capital expenditures and and ● approving the the capital injection of not more than US$2 billion to TSMC Global Ltd a a a a a a a wholly-owned BVI subsidiary for the the purpose of reducing foreign exchange hedging costs (6) Board Meeting of February 12 & 13 2018:
● approving 2017 business report and financial statements ● approving distribution of of of 2017 profits and and cash cash dividends employee employee cash cash bonus and and employee employee profit profit sharing ● approving capital appropriations of approximately US$2 834 million for purposes including: 1 Installation upgrading and expanding advanced technology technology capacity capacity 2 2 Conversion of logic capacity capacity to specialty technology technology 3 Second quarter 2018 R&D capital capital investments and sustaining capital capital expenditures ● convening the 2018 Annual Shareholders’ Meeting at which shareholders will hold hold hold an election for TSMC’s nine-member Board of Directors including five independent directors ● approving the promotions of Dr Dr Dr T S Chang Dr Dr Dr Michael Wu and and Dr Dr Dr Min Cao as Vice Presidents and and ● in in in in gratitude to Dr Dr Morris Chang Chang conferring on on Dr Dr Chang Chang the title of “Founder” beginning June 5 2018 3 3 3 3 3 3 3 3 3 Major Issues of Record or or or or or Written Statements Made by Any Director Dissenting to to Important Resolutions Passed by the the Board of of of Directors during 2017 and as of of of the the Date of of of this Annual Report: None 3 4 Taiwan Taiwan Corporate Governance Implementation as Required by Taiwan Taiwan Financial Supervisory Commission
Assessment Item
Implementation Status
Non- implementation and Its Reason(s)
Yes
No Explanation
V TSMC has always followed excellent corporate governance practices provided the utmost in operational transparency and safeguarded shareholders’ equity Although the Company does not have a a a a a a formal code of practice for for corporate governance however TSMC has always been highly regarded as as the industry leader in in implementing comprehensive corporate governance practices In addition the Company also has a a a a a a a world-class Board of Directors The Company believes that corporate governance is based on on integrity professional management and implementation TSMC has been proving its excellent corporate governance in in in in in its operating performance and and continued winning of domestic and and international awards on on best corporate governance company V V V V (1) TSMC has designated appropriate departments such as as Corporate Communication Division the SEC Compliance Department Department Legal Department Department etc to handle shareholder suggestions concerns disputes or litigation matters (2) TSMC tracks the shareholdings of of directors of of cers and top ten shareholders (3) TSMC has set up internal rules in in the Company’s Internal Control System and Af liated Corporations Management (4) TSMC has established its “Insider Trading policy” that applies to all employees of of of of cers and and members of of of of the the Board of of of of Directors of of of of the the Company and and to to any any other person having a a a a duty of trust or con dence with respect to transactions in in in the the Company’s securities This policy prohibits any any insider trading and the the Company regularly provides internal training on this issue 1 Does Company follow “Taiwan Corporate Governance Implementation” to establish and disclose its corporate governance practices?
2 Shareholding Structure & Shareholders’ Rights
(1) Does Company have Internal Operation Procedures for handling shareholders’ suggestions concerns disputes and litigation matters If yes has these procedures been implemented accordingly?
(2) Does Company possess a a a a a a list of major shareholders and bene cial owners of these major shareholders?
(3) Has the Company built and and executed a a a a a a a risk management system and and “ rewall” between the Company and its af liates?
(4) Has the Company established internal rules prohibiting insider trading on undisclosed information?
Same as explanation
None 042
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