Annual Reports  >  2014  >  Corporate Governance > Major Resolutions of Shareholders’ Meeting and Board Meetings
Major Resolutions of Shareholders’ Meeting and Board Meetings
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Major Resolutions of Shareholders’ Meeting and Implementation Status

TSMC’s 2014 Annual Shareholders’ Meeting was held in Hsinchu, Taiwan on June 24, 2014. At the meeting, shareholders present in person or by proxy approved the following resolutions:

(1) The 2013 Business Report and Financial Statements;
(2) The distribution of 2013 profits;
(3) The revisions to the following internal rules:

  • Procedures for Acquisition or Disposal of Assets
  • Procedures for Financial Derivatives Transactions

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 2014 calendar year, and as of the date of this Annual Report, major resolutions approved at Board meetings are summarized below:

(1) Regular Board Meeting of February 17 & 18, 2014:

  • approving 2013 business report and financial statements;
  • approving distribution of 2013 profits, and cash dividends, employee cash bonus and employee profit sharing;
  • approving capital appropriations of US$257.1 million;
  • approving the promotion of Mr. Rick Cassidy and Dr. Wei-Jen Lo as Senior Vice President; and
  • convening the 2014 Annual Shareholders’ Meeting.

(2) Special Board Meeting of April 11, 2014:

  • approving the sale of 82 million common shares of Vanguard International Semiconductor Corporation (VIS), approximately 5% of VIS’ paid-in-capital, at a price of about NT$42.55 per share and a total price of approximately NT$3.49 billion.

(3) Regular Board Meeting of May 12 & 13, 2014:

  • approving capital appropriations of US$568.23 million (to establish, convert, and upgrade advanced technology capacity); and
  • approving the R&D capital appropriations and sustaining capital appropriation of US$107.00 million.

(4) Regular Board Meeting of August 11& 12, 2014:

  • approving capital appropriations of US$3,054.7 billion (including expansion of advanced capacity, conversion of certain logic capacity to specialty technologies, building and facility installation, and for fourth quarter 2014 R&D capital appropriations and sustaining capital appropriations);
  • 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
  • approving appointed General Counsel Ms. Sylvia Fang and Director of Human Resources Ms. Connie Ma as Vice President of TSMC, effective August 12, 2014.

(5) Regular Board Meeting of November 10 & 11, 2014:

  • approving capital appropriations of US$5,574.77 million (including Installation and expansion of advanced technology capacity; Conversion of certain logic capacity to specialty technologies; Construction of fab and office buildings and installation of facilities systems; Expansion of mainstream technology capacity; and First quarter 2015 R&D capital appropriations and sustaining capital appropriations).

(6) Special Board Meeting of January 9, 2015:

  • approving the sale of 565.5 million common shares of TSMC Solid State Lighting Ltd. at a price of NT$825 million (equivalent to NT$1.46 per share) to Epistar Corporation.

(7) Regular Board Meeting of February 9 & 10, 2015:

  • approving 2014 business report and financial statements;
  • approving distribution of 2014 profits, and cash dividends, employee cash bonus and employee profit sharing;
  • approving capital appropriations of approximately US$2,003.70 million (including: 1. installation of advanced and mainstream technology capacity; 2. installation of specialty technology capacity; 3. conversion of certain logic capacity to specialty technologies; 4. capacity installation and conversion for advanced packaging and assembly; 5. second quarter 2015 R&D capital investments and sustaining capital expenditures); and
  • convening the 2015 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 2014 Calendar Year and as of the Date of this Annual Report:

None.