Corporate Governance

Board of Directors

Chairman
Leuh Fang (Representative of TSMC)
Education & Experience
  • Fab Director, Taiwan Semiconductor Manufacturing Company, Ltd.
  • Vice President, SSMC
  • MS in Materials Science and Engineering, University of Washington, USA
Directors
F.C. Tseng (Representative of TSMC)
Education & Experience
  • Vice Chairman, TSMC
  • President, TSMC
  • President, Vanguard International Semiconductor Corp.
  • Ph.D. in Electrical Engineering, National Chengkung University, Taiwan
Lai-Shou Su (Representative of National Development Fund)
Education & Experience
  • Master of Business Administration, North Texas University, USA
Edward Y. Way
Education & Experience
  • Managing Partner & CEO, Deloitte Taiwan
  • Master of Business Administration, University of Georgia, USA
Independent Directors
Benson W.C. Liu
Education & Experience
  • Chairman, Taiwan Corporate Governance Association
  • Chairman & GM, Bristol-Myers Squibb (Taiwan) Ltd
  • Master of International Business Administration, University of Northrop, USA
Kenneth Kin
Education & Experience
  • Professor, National Tsing Hua University
  • Senior Vice President, TSMC
  • Vice President, Worldwide Sales & Services, IBM Microelectronics Division
  • Ph.D. in Nuclear Engineering and Applied Physics, Columbia University, USA
Chintay Shih
Education & Experience
  • Professor, National Tsing Hua University
  • Chairman, Institute for Information Industry
  • President, Industrial Technology Research Institute
  • Dean, College of Technology Management, National Tsing Hua University
  • Ph.D. in Electrical Engineering, Princeton University, USA

Vanguard International Semiconductor Corporation Corporate Governance Practice Principles:

The composition of the Board of Directors should be diversified to include individuals of different professional backgrounds, fields of work, genders, and possesses the necessary knowledge, skills and literacy to perform his or her duties. To achieve the ideal corporate governance, the Board of Directors shall possess the following abilities:

  • 1Ability to make operational judgments.
  • 2Ability to perform accounting and financial analysis.
  • 3Ability to conduct administrative management.
  • 4Ability to conduct crisis management.
  • 5Knowledge of the industry.
  • 6An international market perspective.
  • 7Ability to lead.
  • 8Ability to make policy decisions.
Within the current Board of Directors:
Diversity of BOD
Board of Directors Operational
judgments /
management
administration		 Accounting
and financial		 Knowledge
of the industry		 Crisis
management		 International
market
perspective		 Leadership
decision-making
Leuh Fang
F.C. Tseng
Benson W.C. Liu
Kenneth Kin
Chintay Shih
Lai Shou Su
Edward Y. Way
Management objectives and achievements

The current composition of VIS' directors meets the diversity requirements. To meet future development needs, VIS will continue to review the diversity requirements and strengthen the objectives of diversifying board members in the re-elections.

Resolutions of BOD Meetings

2020
The 2020 major resolutions adopted are summarized below:
  • Agreed to convene the 2020 annual shareholders' meeting and related issues.
  • Approved 2019 annual business and operation report.
  • Approved 2019 annual financial report.
  • Approved 2019 profit distribution plan.
  • Approved 2019 internal control system statement.
  • Amended the Internal Control System.
  • Approved 2019 performance and 2020 remuneration of managerial officers.
  • Approved 2019 performance and 2020 remuneration of Chairman, Vice Chairman and directors.
  • Approved 2019 compensation of employees and directors.
  • Amended the Procedure for Lending Funds to Other Parties.
  • Amended the Audit Committee Charter.
  • Approved the modification of 2020 capital expenditure budget plan.
  • Approved loan funds to Vanguard International Semiconductor Singapore Pte. Ltd.
  • Amended the Articles of Incorporation.
  • Amended the Organizational Regulations of the Compensation Committee.
  • Approved the Enterprise Risk Management Policies and Procedures.
  • Amended the Ethical Corporate Management Best Practice Principles.
  • Amended the Guidelines for Reporting and Handling Ethical Conduct Violations.
  • Amended the Guideline of Investment Management.
  • Amend the performance index and the remuneration structure of the directors.
  • Amended the Performance Index and the Remuneration Structure of Managerial Officers.
  • Agreed to the appointment, dismissal, evaluation and compensation review procedures of the Internal Audit Officer.
  • Approved Internal Audit Officer Ms. Hsiang-Hsuan Tseng to retire.
  • Approved Mr. Paul Yueh to be appointed as Internal Audit Officer.
  • Approved 2021 operation plan and capital expenditure budget plan.
  • Approved 2021 Internal audit plan.
  • Agreed to Deloitte Touche Tohmatsu Limited to audit 2021 financial statements of Vanguard and the subsidiaries.
  • Approved 2021 structural salary increase.
2019
The 2019 major resolutions adopted are summarized below:
  • Agreed to convene the 2019 annual shareholders' meeting and related issues.
  • Approved 2018 annual business and operation report.
  • Approved 2018 annual financial report.
  • Approved 2018 profit distribution plan.
  • Approved 2018 internal control system statement.
  • Amended the Internal Control System.
  • Approved 2018 performance and 2019 remuneration of managerial officers.
  • Approved 2018 performance and 2019 remuneration of Chairman, Vice Chairman and directors.
  • Approved 2018 compensation of employees and directors.
  • Amended the Rules of Procedure of Board of Directors Meetings.
  • Amended the Articles of Incorporation.
  • Amended the Procedures for Acquisition or Disposal of Assets.
  • Amended the Operational Procedures for Financial Derivative Transactions.
  • Amended the Procedure for Lending Funds to Other Parties.
  • Amended the Procedure for Making Endorsements and Guarantees.
  • Amended the Code of Ethical Conduct for employees.
  • Approved modification of 2019 operation plan and capital expenditure budget plan.
  • Approved the investment of preferred stocks of QROMIS, INC.
  • Approved the establishment of VANGUARD INTERNATIONAL SEMICONDUCTOR SINGAPORE PTE. LTD., a wholly-owned subsidiary.
  • Approved capital injection to VANGUARD INTERNATIONAL SEMICONDUCTOR SINGAPORE PTE. LTD.
  • Approved VANGUARD INTERNATIONAL SEMICONDUCTOR SINGAPORE PTE. LTD. to acquire GLOBALFOUNDRIES' Fab 3E In Singapore.
  • Approved to make endorsements/guarantees for VANGUARD INTERNATIONAL SEMICONDUCTOR SINGAPORE PTE. LTD.
  • Approved to loan funds to VANGUARD INTERNATIONAL SEMICONDUCTOR SINGAPORE PTE. LTD.
  • Approved General Counsel Ellen Lin to be appointed as the Chief Corporate Governance Officer.
  • Approved Dr. Jonathan Chang to be appointed as the Associate Vice President of ITIM.
  • Amended the Corporate Governance Practice Principles.
  • Approved the Standard Operation Procedure of Handling the Request by Directors.
  • Approved the disposal of shares of Champion Microelectronic Corp.
  • Approved Finance Vice President DL Tseng to retire.
  • Approved Sr. Director Amanda Huang to be appointed as the CFO.
  • Amended the Guideline of Investment Management.
  • Amended the Guidelines for cash investment.
  • Approved 2020 operation plan and capital expenditure budget plan.
  • Approved 2020 Internal audit plan.
  • Agreed to Deloitte Touche Tohmatsu Limited to audit 2020 financial statements of Vanguard and the subsidiaries.
  • Approved capital injection to VIS Associates Inc., a wholly-owned subsidiary.
  • Amended the Procedures for Handling Material Inside Information.
  • Approved the retirement of WSP Vice President Thomas Chang, effective May 31, 2020.
  • Approved Dr. Claire Chen to be appointed as the Vice President of WSP.
  • Approved the disposal of common stocks of Image Match Design Inc.
  • Approved VANGUARD INTERNATIONAL SEMICONDUCTOR SINGAPORE PTE. LTD. to apply for short-term banking facilities.
2018
The 2018 major resolutions adopted are summarized below:
  • Agreed to convene the 2018 annual shareholders' meeting and related issues.
  • Approved 2017 annual business and operation report.
  • Approved 2017 annual financial report.
  • Approved 2017 profit distribution plan.
  • Approved 2017 internal control system statement.
  • Amended the Internal Control System.
  • Approved 2017 performance and 2018 remuneration of managerial officers.
  • Approved 2017 performance and 2018 remuneration of Chairman, Vice Chairman and directors.
  • Approved 2017 compensation of employees and directors.
  • Approved capital injection to VIS Associates Inc., a wholly-owned subsidiary.
  • Amended the Procedures for Acquisition or Disposal of Assets.
  • Amended the Procedure for Lending Funds to Other Parties.
  • Amended the Procedure for Making Endorsements and Guarantees.
  • Reviewed the qualifications of each director nominee.
  • Elected Mr. Leuh Fang as Chairman and Mr. F.C. Tseng as Vice Chairman.
  • Approved the appointment of Mr. Benson W.C. Liu, Mr. Chintay Shih and Mr. Kenneth Kin as members of compensation committee.
  • Approved authorization of Chairman to sign the bank facility and transaction contracts.
  • Approved the modification of 2018 capital expenditure budget plan.
  • Amend the performance index and the remuneration structure of the directors.
  • Approved 2019 operation plan and capital expenditure budget plan.
  • Approved 2019 Internal audit plan.
  • Agreed to Deloitte Touche Tohmatsu Limited to audit 2019 financial statements of Vanguard and the subsidiaries.
  • Approved the donation of natural gas piping in Fab 3.
  • Approved VIS to purchase assets from potential counterparties to expand capacity.
2017
The 2017 major resolutions adopted are summarized below:
  • Agreed to convene the 2017 annual shareholders' meeting and related issues.
  • Approved 2016 annual business and operation report.
  • Approved 2016 annual financial report.
  • Approved 2016 profit distribution plan.
  • Approved 2016 internal control system statement.
  • Approved 2017 remuneration of managerial officers.
  • Approved 2017 remuneration of chairman and directors.
  • Amended the Internal Control System.
  • Approved 2016 compensation of employees and directors.
  • Approved capital injection to VIS Associates Inc., a wholly-owned subsidiary.
  • Approved to establish VIS Shanghai Company Limited.
  • Amended the Procedures for Acquisition or Disposal of Assets.
  • Approved VIS to purchase equipments from potential counterparties to expand capacity.
  • Approved the investment of preferred stocks of Quora Technology, Inc.
  • Amended the Legal Document Management Policy.
  • Approved 2017 capital expenditure budget raising plan.
  • Amended the Rules of Procedure of Board of Directors Meetings.
  • Amended the Audit Committee Charter.
  • Amended the Performance Index and the Remuneration Structure of Managerial Officers.
  • Approved the retirement of Vice President of RD Mr. Jun-Wei Chen.
  • Approved Mr. Tommy Liu to be appointed as Vice President of ADM.
  • Approved Dr. Yang Du to be appointed as Vice President of RD.
  • Approved the investment of stocks of Shenzhen Winsemi Microelectronics Co.,Ltd.
  • Approved 2018 operation plan and capital expenditure budget plan.
  • Approved 2018 Internal audit plan.
  • Agreed to Deloitte Touche Tohmatsu Limited to audit 2018 financial statements of Vanguard and the subsidiaries.
2016
The 2016 major resolutions adopted are summarized below:
  • Agreed to convene the 2016 annual shareholders' meeting and related issues.
  • Approved 2015 annual business and operation report.
  • Approved 2015 annual financial report.
  • Approved 2015 profit distribution plan.
  • Approved 2015 internal control system statement.
  • Approved 2016 remuneration of managerial officers.
  • Approved 2016 remuneration of chairman and directors.
  • Amended the Articles of Incorporation.
  • Approved 2015 compensation of employees and directors.
  • Approved Specialty TechFarm Inc., the subsidiary of VIS, to apply for liquidation.
  • Amended the Internal Control System.
  • Amend the performance index and the remuneration structure of the directors.
  • Approved capital injection to VIS Associates Inc., a wholly-owned subsidiary.
  • Approved 2017 operation plan and capital expenditure budget plan.
  • Approved 2016 capital expenditure budget raising plan.
  • Approved 2017 Internal audit plan.
  • Agreed to Deloitte Touche Tohmatsu Limited to audit 2017 financial statements of Vanguard and the subsidiaries.
  • Approved the investment of preferred stocks of AnDAPT Inc.
  • Approved the investment of preferred stocks of Quora Technology, Inc.
  • Approved the disposal of common stocks of Image Technology Corp.
  • Amended the Operational Procedures for Application of Halt and Resumption of Trading.
  • Amended the Audit Committee Charter.
  • Approved Ms. Hsiang-Hsuan Tseng to be appointed as Internal Audit Officer.
  • Approved VIS Corporate Governance Practice Principles, VIS Corporate Social Responsibility Principles and VIS Ethical Corporate Management Best Practice Principles.
  • Approved the Board of Directors Performance Assessment Policy.
  • Amended the Policy of Corporate Social Responsibility.
  • Agreed a donation to Smangus for establishing kindergarten classrooms.
2015
The 2015 major resolutions adopted are summarized below:
  • Agreed to convene the 2015 annual shareholders' meeting and related issues.
  • Approved 2014 annual business and operation report.
  • Approved 2014 annual financial report.
  • Approved 2014 profit distribution plan.
  • Approved 2015 capital expenditure budget raising plan.
  • Approved 2014 internal control system statement.
  • Approved 2015 remuneration of managerial officers.
  • Approved 2015 remuneration of chairman and directors.
  • Reviewed the qualifications of each director nominee.
  • Elected Mr. Leuh Fang as Chairman and Mr. F.C. Tseng as Vice Chairman.
  • Approved Mr. Chintay Shih, Mr. Benson W.C. Liu and Mr. Kenneth Kin were appointed as members of compensation committee.
  • Amend the performance index and the remuneration structure of the directors.
  • Amend the performance index and the remuneration structure of managerial officers.
  • Approved 2016 operation plan and capital expenditure budget plan.
  • Approved 2016 Internal audit plan.
  • Agreed to Deloitte Touche Tohmatsu Limited to audit financial statements of Vanguard and the subsidiaries.
  • Approved Mr. Chrong Jung Lin to be appointed as Associate Vice President.
  • Approved the procedures for halt and resumption applications.
2014
The 2014 Major resolutions adopted are summarized below:
  • Agreed to convene the 2014 annual shareholders' meeting and related issues.
  • Approved 2013 annual business and operation report.
  • Approved 2013 annual financial report.
  • Approved 2013 profit distribution plan.
  • Approved 2014 capital expenditure budget raising plan.
  • Amended the Procedures for Lending Funds to Other Parties.
  • Amended the Procedures for Acquisition or Disposal of Assets.
  • Amended the Policies and Procedures for Financial Derivatives Transactions.
  • Amended the Rules of Procedure for Shareholders Meetings.
  • Amended the Internal Control System Statement.
  • Approved 2013 internal control system statement.
  • Approved the Principles of Corporate Social Responsibility.
  • Approved the capitalization of ESOP exercising.
  • Approved 2014 remuneration of managerial officers.
  • Approved 2014 remuneration of chairman and directors.
  • Approved the investment of private equities of Advanced Microelectronic Products Inc.
  • Approved the acquisition of the Fab owned by Nanya Technology and Sumpro's equipment, spare parts and inventories.
  • Approved to release the managerial officer from non-competition restrictions.
  • Amend the performance index and the remuneration structure of the directors.
  • Approved 2015 operation plan and capital expenditure budget plan.
  • Approved 2015 Internal audit plan.
  • Agreed to Deloitte Touche Tohmatsu Limited to audit financial statements of Vanguard and the subsidiaries.
  • Approved Mr. Jun-Wei Chen to be Appointed as Vice President.
2013
The 2013 Major resolutions adopted are summarized below:
  • Agreed to convene the 2013 annual shareholders' meeting and related issues.
  • Elected F.C. Tseng as vice chairman of 7th board of director.
  • Approved 2012 annual business and operation report.
  • Approved 2012 annual financial report and consolidated financial statement.
  • Approved 2012 profit distribution plan.
  • Amended the Organizational Articles of Audit Committee.
  • Amended the Articles of Incorporation.
  • Amended the Internal Control System Statement.
  • Amended the Guideline of Cash Investment Management
  • Approved the capitalization of ESOP exercising
  • Amend the performance index and the remuneration structure of the directors.
  • Approved 2013 remuneration of managerial officers.
  • Approved 2013 remuneration of chairman and directors.
  • Approved 2014 operation plan and capital expenditure budget plan.
  • Approved 2014 Internal audit plan.
  • Agreed to Deloitte Touche Tohmatsu Limited to audit financial statements of Vanguard and the subsidiaries.
  • Approved the disposal of shares of Chipbond Technology Corp.
  • Approved the investment of Champion Microelectronic Corp. through capital injection.
  • Approved the investment of common stocks of Image Technology Corp.
  • Approved the investment of financial products over one year term.
2012
The 2012 Major resolutions adopted are summarized below:
  • Agreed to convene the 2012 annual shareholders' meeting and related issues.
  • Elected Ching-Chu Chang as Chairman of 7th board of director.
  • Approved Mr. Chintay Shih, Mr. Benson W.C. Liu and Mr. Kenneth Kin were appointed as members of compensation committee.
  • Approved 2011 annual business and operation report.
  • Approved 2011 annual financial report and consolidated financial statement.
  • Approved the semi-annual consolidated financial statements and financial report for the first half of 2012.
  • Approved 2011 profit distribution plan.
  • Approved 2012 capital expenditure budget plan.
  • Amended the Articles of Incorporation.
  • Amended the Rules for Election of Directors, the Rules of Procedure for Meetings of BOD, and the Code of Ethical Conduct for directors and supervisors.
  • Amended the Procedures for Endorsement and Guarantee.
  • Amended the Procedures for Lending Funds to Other Parties.
  • Amended the Policies and Procedures for Financial Derivatives Transactions.
  • Amended the Procedures for Acquisition or Disposal of Assets.
  • Amended the Charter of Audit Committee.
  • Amended the Charter of Compensation Committee.
  • Amended the Code of Ethical Conduct for employees.
  • Amended the Procedures for Handling Material Inside Information.
  • Amended the Guideline of Investment Management.
  • Approved the remuneration of directors, supervisors, and managerial officers.
  • Approved the capitalization of ESOP exercising.
  • Approved authorizing Chairman of directors to sign the bank facility and transaction contracts.
  • Approved 2013 operation plan and capital expenditure budget plan.
  • Approved 2013 Internal audit plan.
  • Approved Capacity Increment and Syndicated loan facilities.