Taiwan Mobile Co., Ltd Annual General Shareholders Meeting. Meeting Minutes. (Translation)

Transcription

1 Taiwan Mobile Co., 2011 Annual General Shareholders Meeting Meeting Minutes (Translation)

2 Time: 9:00 a.m., June 15, AGM Meeting Minutes Place: B2, 108, Sec. 1, Tun Hua South Road, Taipei (Fubon International Conference Center) Total outstanding shares of Taiwan Mobile (excluding the shares with no voting rights stipulated in Article 179 of the Company Act): 2,989,007,752 shares Total shares represented by shareholders present: 2,733,199,796 shares Percentage of shares held by shareholders present: 91.44% Chairman: Richard Tsai / Recorder: Judy Chen The aggregate shareholding of the shareholders present constituted a quorum. The Chairman called the meeting to order. Chairman s Address (omitted) Report Items (Please refer to 2011 TWM Agenda & Attachments for details) 1. The 2010 Business Report a) Presentation by Co-President Cliff Lai and Co-President Vivien Hsu b) Inquiries on the following issues from shareholder account No : The voting for each proposal as well as election voting to be conducted after all proposals had been presented, status of inter-company financing, contents of the business report, signatures and stamps on reports and documents, the date on which the Co-Presidents took office, stipulations and their validity of the Articles of Incorporation, dates of announcement posted on the Market Observation Post System (MOPS) and of BOD s resolution on the change in CFO, status of cooperation with Carlyle, performance evaluation of BOD and public announcement of resolutions post BOD meeting, internal control statement, the rationality of board members compensation and their salaries and allowance while serving as an employee at the same time, disclosure on managers names in annual reports, and questions about 2010 financial reports etc. c) The above inquiries were fully explained by Chairman Richard Tsai, Independent director Jack J.T. Huang, Independent director Tsung-Ming Chung and Co-President Vivien Hsu. The meeting continued (refer to video records for details). 2. The 2010 Audit Committee Report a) Inquiries on the following issues from shareholder account No : Issuance of Audit Committee report, the fact of supervisors being replaced by Audit Committee and how it should be represented in the annual reports, interaction between the Audit Committee and the Internal Audit Office, the extent of the increase in the senior managers salaries, the use of funds provided to the TWM Foundation, the number of subsidiaries being included in the consolidated financials and whether their financial reports have been audited by the CPAs, hiring of consultants or employees with important positions, details of the Company s entertainment allowance and traveling expenses etc.

3 b) The above inquiries were fully explained by Chairman Richard Tsai, Independent director Tsung-Ming Chung and Co-President Vivien Hsu. The meeting continued (refer to video records for details). 3. The Company s Code of Ethics a) Inquiries on the following issues from shareholder account No : b) The necessity to remove the non-competition restrictions on the Board of Directors given the Company s existing Code of Ethics, any difference between the non-competition restrictions and any regulations within the Code of Ethics, the current status of the disclosure of whether there is a violation against the Code of Ethics, etc. c) The above inquiries were fully explained by Chairman Richard Tsai, Independent director Jack J.T. Huang, Independent director Tsung-Ming Chung and Co-President Vivien Hsu. The meeting continued (refer to video records for details). 4. The Company s Ethical Corporate Management Best Practice Principles a) Inquiries on the following issues from shareholder account No : The reviewing process and status of the disclosure of the Company s Ethical Corporate Management Best Practice Principles etc. b) The above inquiries were fully explained by Chairman Richard Tsai. The meeting continued (refer to video records for details). All the items above were reported. Proposed Resolutions (Please refer to 2011 TWM Agenda & Attachments for details) 1. To accept 2010 Business Report and Financial Statements Taiwan Mobile s (The Company) financial statements were audited by certified public accountants, Simon Chen and Janice Lai, of KPMG and approved at the board meeting on January 27, The 2010 Business Report, CPA s audit report, and financial statements are attached hereto as Attachments I. Voting Results: 2,733,199,796 shares were represented at the time of voting; 2,265,509,187 shares voted for the proposal, representing 82.89% of the total represented shares present. RESOLVED, the above proposal was accepted as submitted. 2. To approve the proposal for distribution of 2010 retained earnings (1) The Company s 2010 net income was NT$13,822,185,662 (Please see Attachment IV for the 2010 Retained Earnings Distribution Proposal). (2) Cash dividend proposed by the Board is NT$12,439,967,096. The Company received letters of agreement from (TCCI), TCCI Investment & Development Co., (TID) and TFN Union Investment Co., (TUI) forfeiting their share of dividends on April 27, Deducting 811,917,611 shares collectively owned by TCCI, TID and TUI from the total outstanding shares of 3,800,925,363, the share count entitled to receive dividends is 2,989,007,752, representing $4.16 cash dividend per share. It is proposed that the Chairman be authorized to set a record date for distribution and make relevant adjustments, if any, based on total dividend amount resolved at the shareholders meeting and total outstanding shares on the record date. (3) Employee bonus for 2010 is proposed to be NT$373,059,447, all in cash.

4 (4) The proposed retained earnings distribution was approved at the board meeting on April 28, 2011, pending AGM s ratification. Voting Results: 2,733,199,796 shares were represented at the time of voting; 2,265,576,187 shares voted for the proposal, representing 82.89% of the total represented shares present. RESOLVED, the above proposal was accepted as submitted. 3. To approve the capital reduction (1) To increase ROE and maintain stable EPS and dividend, a reduction of 10% of the Company s outstanding shares or 380,092,536 shares (based on 3,800,925,363 outstanding shares on September 30, 2010) has been proposed. Total cash returned to shareholders will be NT$3,800,925,360, equating to NT$1 cash return per share outstanding. (2) Shareholders will be compensated by cash for shares which can not be rounded up into one share due to the capital reduction. And the cash compensation is rounded to the nearest dollar amount calculated at par value. The shares issuance after capital reduction will be non-physical (scriptless). The Company s chairman is authorized to have someone take up shares which can not be rounded up into one share after the capital reduction at par value. (3) It is proposed that the Board of Directors be authorized to set a record date for capital reduction upon receipt of approval from the shareholders meeting and the regulatory authority. (4) The Chairman or his designee is authorized to handle all other matters related to the capital reduction. (5) The proposed capital reduction was approved at the board meeting on October 28, Voting Results: 2,733,199,796 shares were represented at the time of voting; 2,252,255,819 shares voted for the proposal, representing 82.40% of the total represented shares present. RESOLVED, the above proposal was accepted as submitted. 4. To approve the revisions to the Articles of Incorporation (1) Please refer to Attachment V for the before and after amendments for comparison. a. To revise Article 24 by adding the method of delivering the notice of the Board meeting, i.e. writing, or facsimile. b. To revise Article 25 by adding that the attendance of the Board meeting by video conference is viewed as participation in person. c. To revise Article 28 by deleting the number of President(s) to acknowledge the Company s new deployment of Co-Presidents. (2) The proposal was approved at the board meeting on January 27, Voting Results: 2,733,199,796 shares were represented at the time of voting; 2,227,086,819 shares voted for the proposal, representing 81.48% of the total represented shares present. RESOLVED, the above proposal was accepted as submitted. 5. To elect the Board of Directors (including Independent Directors) for the sixth term (1) The current fifth term of the Board of Directors consists of 9 directors (including 4

5 independent directors) with their terms expiring on June 12, The sixth term of Board of Directors shall be elected in 2011 AGM. (2) Article 21 and 21-1 of the Company s Articles of Incorporation promulgate that 9-11 directors and 2-3 supervisors, with a term of office of three years, shall be persons with full legal capacity and shall be elected by the shareholders at the shareholders meeting. Independent directors, who shall consist of no less than 3 members of the total directors, shall be determined by a candidate nomination system. (3) To adhere to the highest standards of corporate governance, the board meeting on January 27, 2011 approved to elect 9 directors (including 4 independent directors) who will hold office from June 15, 2011 to June 14, The Audit Committee will be composed entirely of independent directors replacing supervisors. (4) The candidate list of independent directors was reviewed and approved at the board meeting on April 29, Please refer to Appendix V for the Rules and Procedures Governing Election of Directors and Supervisors. (5) The proposed list of directors is listed below. Name Education Experience and current positions (company ID: ) Representative: Richard Tsai (company ID: ) Representative: Daniel Tsai (company ID: ) Representative: Victor Kung (company ID: ) Representative: Cliff Lai (company ID: ) Representative: Vivien Hsu MBA, Stern School of New York University LL.M., Georgetown University MA in Economics and MBA in Finance, New York University EMBA,National ChengChi Univ.,Taiwan M.S. Electrical Engineering North Carolina State University, U.S.A MBA, University of New South Wales, Australia MBA, National Chengchi University Independent director candidates Chairman, Taiwan Mobile Co., Vice Chairman, Fubon Financial Holding Co., Chairman, Fubon Life Insurance Co., Vice Chairman, Taipei Fubon Commercial Bank Co., Chairman, Taiwan Fixed Network Co., Vice Chairman, Taiwan Mobile Co., Chairman, Fubon Financial Holding Co., Chairman, Taipei Fubon Commercial Bank Co., Director and President, Fubon Financial Holding Co., Director, Fubon Insurance Co., Director, Taipei Fubon Commercial Bank Co., Director, Fubon Life Insurance Co., Co-President, Taiwan Mobile Co., Director, Taiwan Fixed Network Co., Co-President, Taiwan Mobile Co., Director, Taiwan Fixed Network Co., Name Education Experience and current positions Jack J.T. Huang (ROC ID# A ) LL.B., National Taiwan University LL.M., Northwestern Coudert Brothers, New York Lee and Li Attorneys-at-Law Partner-in-charge, Jones Day Taipei

6 Tsung-Ming Chung (ROC ID# J ) Wen-Li Yeh (ROC ID# A ) J. Carl Hsu (ROC ID# A ) University S.J.D., Harvard University BBA, National Taiwan University MBA, National Chengchi University CPA, ROC CPA, Connecticut, USA Department of Architecture, Chung-Yuan Christian University Master and Ph.D. candidate, University of Paris EMBA Studies, University of California, Berkeley BSEE, National Taiwan University Ph.D. and MS in Computer Science, UCLA Director, Yulon Motor Co., Independent Director, WPG Holdings Independent Director, Systex Corp. Independent Director, Chinatrust Financial Holding Co., Partner, T.N. Soong & Co. Instructor, Department of Accounting, National Chengchi University Chairman, Dynapack Corp. Independent Director, Chroma ATE Inc. Director, Far Eastern International Commercial Bank Director, Unity Opto Technology Co., Planner, Council for Economic Planning and Development under the Executive Yuan Managing Director, United Pacific International, Inc. President, United Communications Managing Director and Vice Chairman, United Advertising Co. Chairman, Carat-United Media Services (Taiwan) Chairman, Aegis Media Taiwan Chairman, Aegis Media Greater China Senior Executive, AT&T, Bell Labs, and Lucent Technologies Communications Software Group Professor, Taiwan s Tsing-Hua University, Peking University and others Board member of Rogers Corporation, USA Election Results: Nine directors for the sixth term (including 4 independent directors) elected by the shareholders present are listed as follows: Title Shareholder account # or ROC ID # Name Ballots Received Director 515 Representative: Richard Tsai 2,852,963,166 Director 515 Representative: Daniel Tsai 2,715,677,600 Director Representative: Cliff Lai 2,706,483,145 Director Representative: Vivien Hsu 2,694,554,096 Director 515 Representative: Victor Kung 2,690,385,947 Independent Director Independent Director ROC ID# J102*****6 ROC ID# A100*****6 Tsung-Ming Chung Jack J.T. Huang 1,508,468,013 1,507,968,013

7 Independent Director ROC ID# A103*****8 Wen-Li Yeh 1,507,468,013 Independent Director ROC ID# A130*****8 J. Carl Hsu 1,507,455, To approve the removal of the non-competition restrictions on the Board of Directors for the sixth term elected in the shareholders meeting (1) According to Article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval. (2) To approve the removal of the non-competition restrictions on the Board of Directors (including individual directors and institutional directors representatives) for the sixth term elected in the shareholders meeting for three years. (3) The proposal was approved at the board meeting on January 27, Resolution: (1) Positions held at other companies for the sixth term s Directors are listed as follows: Name Representative: Richard Tsai Current position(s) in other companies Vice Chairman, Fubon Financial Holding Co., Chairman, Fubon Life Insurance Co., Vice Chairman, Taipei Fubon Commercial Bank Co., Chairman, Fubon Bank (HK) Limited Director, Fubon Financial Holding Venture Co., Director, Fubon Venture Capital Consulting Co., Director, Dao Ying Co., Director, Ming Dong Co., Director, Good TV Broadcasting Corp. Director, Simostar Capital Inc. Chairman, Kuo-Ki Investment Co., Director, Chung Hsing Construction Co., Director, Fubon Realty Inc. Supervisor, Fubon Construction Co., Director, Taiwan Teleservices & Technologies Co., Director, Taiwan Super Basketball Co., Chairman, Taiwan Cellular Co., Director, Taiwan Digital Communication Co., Chairman, Chairman, TCC Investment and Development Co., Chairman, TFN Union Investment Co., Director, Wealth Media Technology Co., Director, Tai Fu Media Technology Co., Director, Taiwan Win TV Broadcasting Co., Chairman, Taiwan Fixed Network Co., Director, TFN Media Co., Director, Win TV Broadcasting Co.,

8 Representative: Daniel Tsai Representative: Cliff Lai Chairman, Fubon Financial Holding Co., Chairman, Taipei Fubon Commercial Bank Co., Vice Chairman, Fubon Bank (HK) Limited Director, Dao Ying Co., Director, Ming Dong Co., Supervisor, Simostar Capital Inc. Director, Kuo-Ki Investment Co., Director, Chung Hsing Construction Co., Director, Fubon Realty Inc. Director, Fubon Venture Capital Consulting Co., Director, Fubon Construction Co., Director, Fubon Financial Holding Venture Co., Director, Taiwan Cellular Co., Director, Taiwan Digital Communication Co., Director, Director, TCC Investment and Development Co., Director, TFN Union Investment Co., Director, Wealth Media Technology Co., Director, Tai Fu Media Technology Co., Director, Taiwan Win TV Broadcasting Co., Director, Taiwan Fixed Network Co., Director, TFN Media Co., Director, Win TV Broadcasting Co., Chairman, Taiwan Teleservices & Technologies Co., Chairman & President, Taiwan Super Basketball Co., Director, Taiwan Cellular Co., Chairman & President, Taiwan Digital Communications Co., Director, Xiamen Taifu Teleservices & Technologies Director, TWM Communications (Beijing) Director & President, Taiwan Fixed Network Co., Chairman & President, TFN Media Co., Chairman, Win TV Broadbcasting Co., Chairman, Taiwan Kuro Times Co., Director, Wealth Media Technology Co., Chairman & President, Tai Fu Media Technology Co., Chairman & President, Global Wealth Media Technology Co., Chairman, Fu Jia Leh Media Technology Co., Chairman, Fu Sin Media Technology Co., Chairman, Global Forrest Media Technology Co., Chairman, Yeong Jialeh Cable TV Co., Chairman, Union Cable TV Co., Chairman, Phoenix Cable TV Co., Chairman, Globalview Cable TV Co., Director, Taipei New Horizons Co., Director, Taiwan Win TV Broadcasting Co.,

9 Representative: Vivien Hsu Representative: Victor Kung Jack J.T. Huang Tsung-Ming Chung Director & President, Taipei New Horizons Co., Director, Taiwan Teleservices & Technologies Co., Director & President, Taiwan Cellular Co., Director, Xiamen Taifu Teleservices & Technologies Director, TWM Communications (Beijing) Director, TWM Holding Co., Director, Taiwan Digital Communications Co., Director & President, Director & President, TCC Investment and Development Co., Director & President, TFN Union Investment Co., Chairman & President, Wealth Media Technology Co., Director, Tai Fu Media Technology Co., Director, Global Wealth Media Technology Co., Director,, Fu Jia Leh Media Technology Co., Director, Fu Sin Media Technology Co., Director, Global Forrest Media Technology Co., Chairman & President, Taiwan Win TV Broadcasting Co., Director, Yeong Jialeh Cable TV Co., Director, Union Cable TV Co., Director, Phoenix Cable TV Co., Director, Globalview Cable TV Co., Supervisor, Taiwan Fixed Network Co., Supervisor, TFN Media Co., Supervisor, Win TV Broadcasting Co., Supervisor, Taiwan Kuro Times Co., Director and President, Fubon Financial Holding Co., Director, Fubon Insurance Co., Director, Taipei Fubon Commercial Bank Co., Director, Fubon Asset Management Co., Director, Fubon Life Insurance Co., Director, Fubon Bank (HK) Limited Vice Chairman, Haixia Capital Management Co., Supervisor, Fubon Venture Capital Consulting Co., Supervisor, Fubon Financial Holding Venture Co., Supervisor, Fubon Multimedia Technology Co., Partner-in-charge, Jones Day Taipei Director, Yulon Motor Co., Independent Director, WPG Holdings Independent Director, Systex Corp. Independent Director, Chinatrust Financial Holding Co., Chairman, Dynapack Corp. Independent Director, Chroma ATE Inc. Director, Far Eastern International Commercial Bank Director, Unity Opto Technology Co., Chairman, Aegis Media Greater China Wen-Li Yeh J. Carl Hsu Board member of Rogers Corporation, USA Director & Supervisor, TFN Media Co., Director & Supervisor, Win TV Broadcasting Co., Director & Supervisor, TCC Investment and Development Co., (2) RESOLVED, the above proposal was accepted as submitted. Voting results were as follows (total shares represented at the time of voting have excluded the shares with

10 conflict of interests stipulated in Article 178 and the shares with no voting rights stipulated in Article 179 of the Company Act, according to the Article 180 of the Company Act): Name Total shares represented at the time of voting (A) Share count voted for the proposal (B) As % of the total shares represented at the time of voting (B/A) Representative: Richard Tsai 2,626,670,127 2,018,653, % Representative: Daniel Tsai 2,630,167,847 2,022,151, % Representative: Cliff Lai 2,733,199,796 2,125,183, % Representative: Vivien Hsu 2,733,199,796 2,125,183, % Representative: Victor Kung 2,726,812,281 2,118,795, % Jack J.T. Huang 2,733,199,796 2,125,183, % Tsung-Ming Chung 2,733,199,796 2,125,183, % Wen-Li Yeh 2,733,199,796 2,125,183, % J. Carl Hsu 2,733,199,796 2,125,183, % 2,733,199,796 2,125,183, % Special Motions None. Meeting Adjourned