Page 49 - TSMC 2020 Annual Report

● approving an investment to establish a a a a a a a a a a a a wholly-owned subsidiary in in in in Arizona United States of of America with a a a a a a a a a a a a paid-in capital of of US$3 5 billion and
● approving the promotions of Dr Dr C S Yoo and
Dr Dr Jun He as Vice Presidents (5) Regular Board Meeting of February 8 & 9 2021:
● approving the 2020 Business Report and
Financial Statements ● approving the the the distribution of of a a a a a a a NT$2 5 per share cash
dividend for the the the fourth quarter of of 2020 and
set June 23 2021 as as the the the record date for common stock shareholders entitled to to participate in this cash
dividend distribution ● approving distribution of of employees’ business performance bonus and
profit sharing for for 2020 ● approving capital appropriations of approximately US$11 794 8 million for purposes including: 1 1 1 Fab construction and
installation of of of fab facility systems 2 Installation Installation and
and
upgrade of of of advanced technology capacity 3 Installation Installation of of of mature and
and
specialty technology capacity capacity 4 Installation and
upgrade of advanced packaging capacity capacity 5 Second quarter 2021 R&D capital investments and
sustaining capital expenditures ● approving the establishment of a a a a a a a a a a a a a a wholly-owned subsidiary in in in Japan to expand our 3DIC material research with a a a a a a a a a a a a a a paid-in capital of not more than ¥18 6 6 billion (approximately US$186 million) ● approving the the issuance of unsecured corporate bonds in in the the domestic market for an an amount not to exceed NT$120 billion (approximately US$4 4 4 billion) and
the provision of of a a a a a a a a a guarantee to TSMC TSMC Global a a a a a a a a a wholly-owned foreign subsidiary of of TSMC TSMC for for its issuance of US US dollar-denominated senior unsecured corporate bonds for for an an amount not to to exceed US$4 5 billion to to finance TSMC’s capacity expansion and/or pollution prevention related expenditures ● approving the sale of of of up to 39 501 000 common shares of of of VisEra Technologies Company Ltd at a a a a a a a a price of of of NT$240 per share share to facilitate VisEra’s IPO in Taiwan ● convening the 2021 Annual Shareholders’ Meeting at which shareholders will hold hold hold an election for TSMC’s 10-member Board of Directors including 6 independent directors ● approving the promotion of of Dr Geoffrey Yeap as Vice President and
● approving the appointment of of Dr Chris Horng-Dar Lin as Vice President and
Chief Information Information Officer of of Corporate Information Information Technology 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 2020 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 the Taiwan Taiwan Financial Supervisory Commission
Assessment Item
Yes
No Implementation Status
Non- implementation and
Its Reason(s)
Explanation
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 an an industry leader in in implementing comprehensive corporate governance practices In addition the Company Company also has a a a a a a a world-class Board of Directors The Company Company believes that corporate governance is based on on integrity professional management and
implementation TSMC has been proving its excellent corporate governance in in its operating performance and
and
continued winning of domestic and
and
international awards on best corporate governance company (1) TSMC has designated appropriate departments such as as Investor Relations Division Public Relations Department Shareholders Services & 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 officers and
top ten shareholders (3) TSMC has set up internal rules in in the Company’s Internal Control System and
Affiliated Corporations Management (4) TSMC has established its “Insider Trading Policy” that applies to all employees officers 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 confidence 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 2 Does Company follow “Taiwan Corporate Governance Implementation” to establish and
disclose its corporate governance practices?
Shareholding Structure & Shareholders’ Rights
V Same as explanation
047
(1) (2) (3) (4) Does Company have Internal Operation Procedures for handling shareholders’ suggestions concerns disputes and
litigation matters If yes has these procedures been implemented accordingly?
Does Company possess a a a a a a list of major shareholders and
beneficial owners of these major shareholders?
Has the Company built and
and
executed a a a a a a a risk management system and
and
“firewall” between the Company and
its affiliates?
Has the Company established internal rules prohibiting insider trading on undisclosed information?
V V V V None (Continued)