Page 42 - TSMC 2018 Annual Report

Compensation Committee Meeting Status
Mr Michael R Splinter Chairman of the Compensation Committee Committee convened four regular meetings in in in 2018 The Committee Committee members’ attendance status is as follows:
Title
Name
Attendance in Person
Chair Member Member Member Member Member Annotations:
A There was was was no no recommendation of of the the Compensation Committee which was was was not adopted or or was was was modified by the the Board of of Directors in 2018 B There were no written or or or otherwise recorded resolutions on on on on on which a a a a a member of the the Compensation Committee had a a a a a dissenting opinion opinion or or or qualified opinion opinion Renewal of of office (Note 1)
Renewal of of office (Note 1)
Renewal of of office (Note 1)
Renewal of of office (Note 1 and Note Note 2) Renewal of of office (Note 1)
New office assumed (Note 3) By Proxy
Attendance Rate in Person
(%)
Notes
Michael R Splinter 4 0 100%
Sir Peter L Bonfield 4 0 100%
Stan Shih 4 0 100%
Thomas J Engibous 0 4 0%
Kok-Choo Chen 3 1 75%
Moshe N Gavrielov - - - 40 Note 1: At the the the meeting of of of of June June June 5 5 2018 2018 TSMC’s Board of of of of Directors approved the the the appointment of of of of all five independent directors Michael R Splinter Sir Peter L Bonfield Stan Shih Thomas J J J J Engibous and Kok-Choo Chen as members of the Compensation Committee Their respective tenures are from June June 5 2018 to June June 4 2021 Note 2: Mr Mr Thomas J J Engibous’ attendance rate in in in 2018 for TSMC’s Board and Committee Committee meetings was affected by a a a a a a a a a a a a a a a a a a a a personal medical condition that prevented him from traveling long distances Mr Mr Engibous resigned as as Compensation Committee member of TSMC due to health reasons effective January 1 1 2019 Note 3: At the the meeting of of of of November 13 2018 TSMC’s Board of of of of Directors appointed Mr Moshe N N N Gavrielov (former Chief Executive Officer of of of of Xilinx Inc ) as a a a a a a member of of of of the the Compensation Committee 3 3 3 3 Major Decisions of Shareholders’ Meeting Meeting and Board Meetings
3 3 3 3 1 Major Resolutions of Shareholders’ Meeting and Implementation Status
TSMC held 2018 2018 Annual Shareholders’ Meeting in in in in in Hsinchu Taiwan on on June 5 2018 2018 At the meeting shareholders present in in in in in person or by proxy approved the following resolutions:
(1) The 2017 Business Report and and Financial Statements Consolidated revenue totaled NT$977 45 billion and and net income was NT$343 11 billion with diluted earnings per share of NT$13 23 (2) The distribution of a a a NT$8 cash dividend per common share (3) The revisions to the Articles of Incorporation and (4) Election of nine Directors Directors (including five Independent Directors) Implementation Status
All the the the resolutions resolutions of the the the Shareholders’ Meeting have been fully implemented in in accordance with the the the resolutions resolutions The nine newly elected directors were Mark
Liu C C C C C C Wei Mei-ling Chen (Representative of National Development Fund Executive Yuan) F C Tseng Sir Peter L Bonfield (Independent (Independent (Independent Director) Director) Stan Shih (Independent (Independent (Independent Director) Director) Thomas J Engibous (Independent (Independent (Independent Director) Director) Director) Kok-Choo Chen (Independent (Independent Director) Director) Director) and Michael R Splinter (Independent (Independent Director) Director) Director) 3 3 3 3 2 Major Resolutions of Board Meetings
During 2018 and as of of the date of of this Annual Report major resolutions approved at at Board meetings are summarized below: (1) Board Meeting of February 12 & 13 2018:
• • approving approving 2017 2017 business report and and financial statements • • • approving approving approving distribution of of of of 2017 2017 profits and and and cash cash dividends employee employee cash cash bonus and and and employee employee profit profit sharing • • approving approving capital appropriations of of of of of approximately US$2 834 million for purposes including: 1 1 1 Installation upgrading and and and 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 held an an election for TSMC’s nine-member Board of Directors Directors including five Independent Directors Directors • • approving the the promotions of of Dr Dr Dr Dr Dr T S Chang Chang Chang Dr Dr Dr Dr Dr Michael Wu and and Dr Dr Dr Dr Dr Min Cao as Vice Presidents and and • • in in in in in in gratitude to Dr Dr Dr Dr Dr Morris Chang Chang Chang conferring on on on Dr Dr Dr Dr Dr Chang Chang Chang the the title of of “Founder” beginning June 5 2018