TSMC Annual Report > 2016 > Corporate Governance > Major Decisions of Shareholders' Meeting and Board Meetings

Major Decisions of Shareholders' Meeting and Board Meetings

Major Resolutions of Shareholders’ Meeting and Implementation Status

TSMC’s 2016 Annual Shareholders’ Meeting was held in Hsinchu, Taiwan on June 7, 2016. At the meeting, shareholders present in person or by proxy approved the following resolutions:

(1) The revisions to the Articles of Incorporation;
(2) The 2015 Business Report and Financial Statements; and
(3) The distribution of 2015 profits.

Implementation Status

All the resolutions of the Shareholders’ Meeting have been fully implemented in accordance with the resolutions.

Major Resolutions of Board Meetings

During the 2016 calendar year, and as of the date of this Annual Report, major resolutions approved at Board meetings are summarized below:

(1) Board Meeting of February 1 & 2, 2016:

  • approving 2015 business report and financial statements;
  • approving distribution of 2015 profits, and cash dividends, employee cash bonus and employee profit sharing;
  • approving the establishment of a wholly owned subsidiary in Nanjing of China with capital injection not exceeding US$1 billion, subject to approval from the Investment Commission of Taiwan’s Ministry of Economic Affairs, to set up a 12-inch fab and a design service center with a total capital investment not to exceed US$3 billion;
  • approving capital appropriations of US$2,536.9 million (including: 1. installation of advanced technology capacity; 2. second quarter 2016 R&D capital investments and sustaining capital expenditures);
  • approving the capital injection of not more than US$2 billion to TSMC Global Ltd., a wholly-owned BVI subsidiary, for the purpose of reducing foreign exchange hedging costs; and
  • convening the 2016 Annual Shareholders’ Meeting.

(2) Regular Board Meeting of May 9 & 10, 2016:

  • approving capital appropriations of US$4,101.3 million (including: 1. installation and expansion of advanced technology capacity; 2. conversion of certain logic capacity to specialty technology; 3. third quarter 2016 R&D capital investments and sustaining capital expenditures).

(3) Regular Board Meeting of August 1 & 2, 2016:

  • approving capital appropriations of US$3,790.4 million (including: 1. expansion of advanced technology capacity; 2. conversion of certain logic capacity to specialty technologies; 3. fourth quarter 2016 R&D capital investments and sustaining capital expenditures); and
  • approving TSMC’s acquisition from VisEra Holding Company of 86.9% shareholding in VisEra Technologies Company Ltd. at the book value, and 6.9% shareholding in Xintec Inc. at the market price to simplify investment structure. As a result, VisEra Holding Company will be dissolved and merged into TSMC Partners, Ltd., which is 100% owned by TSMC. After the transaction, TSMC will own 86.9% of VisEra Technologies Company Ltd. and 41.3% of Xintec Inc. directly, which are the same as what TSMC has held directly and indirectly prior to this transaction.

(4) Regular Board Meeting of November 7 & 8, 2016:

  • approving capital appropriations of US$4,908.9 million (including: 1. installation and expansion of advanced technology capacity; 2. upgrading advanced packaging capacity to next generation technology; 3. first quarter 2017 R&D capital investments and sustaining capital expenditures);
  • approving the promotion of Mr. YP Chin as Senior Vice President;
  • approving the promotion of Dr. YJ Mii as Senior Vice President;
  • approving the promotion of Dr. Douglas Yu as Vice President;
  • approving the promotion of Dr. Alexander Kalnitsky as Vice President; and
  • approving the appointment of Dr. Kevin Zhang as Vice President.

(5) Board Meeting of February 13 & 14, 2017:

  • approving 2016 business report and financial statements;
  • approving distribution of 2016 profits, and cash dividends, employee cash bonus and employee profit sharing;
  • approving capital appropriations of US$1,927.58 million (including: 1. upgrading advanced technology capacity and expanding advanced packaging capacity; 2. conversion of logic capacity to specialty technology; 3. upgrading and building 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 wholly-owned BVI subsidiary, for the purpose of reducing foreign exchange hedging costs;
  • determining the number of directors to be increased by two to ten and approving the election of two additional directors at TSMC’s 2017 Annual Shareholders’ Meeting, and authorizing the Chairman to nominate Dr. Mark Liu and Dr. C.C. Wei as candidates for directors to stand for election at TSMC’s 2017 Annual Shareholders’ Meeting; and
  • convening the 2017 Annual Shareholders’ Meeting.

Major Issues of Record or Written Statements Made by Any Director Dissenting to Important Resolutions Passed by the Board of Directors during the 2016 Calendar Year and as of the Date of this Annual Report: None.