Exhibit 1.1
ARTICLES OF INCORPORATION
OF
TAIWAN SEMICONDUCTOR MANUFACTURING
COMPANY LIMITED
SECTION I - GENERAL PROVISIONS
ARTICLE 1
The Corporation shall be incorporated, as a company limited by shares, under the
Company Law of the Republic of China, and its name shall be (CHINESE CHARACTERS)
in the Chinese language, and Taiwan Semiconductor Manufacturing Company Limited
in the English language.
ARTICLE 2
The scope of business of the Corporation shall be as follows:
1. Manufacturing and sales of integrated circuits and assembly of other
semiconductor devices in wafer form at the order of and pursuant to
product design specifications provided by customers.
2. Provision of packaging and testing services related to the above
services.
3. Providing computer assisted design services and technology for
integrated circuits.
4. Providing mask making and mask design services.
ARTICLE 3
The Corporation shall have its head office in Science Based Industrial Park,
Hsin Chu, Taiwan, Republic of China, and shall be free, upon approval of
government authorities in charge, to set up representative and branch offices at
various locations within and without the territory of the Republic of China,
wherever and whenever the Corporation deems it necessary or advisable to carry
out any or all of its activities.
ARTICLE 4
Public announcements of the Corporation shall be made in accordance with the
Company Law and other relevant rules and regulations of the Republic of China.
ARTICLE 5
The Corporation may provide endorsement and guarantee and act as a guarantor.
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ARTICLE 6
The total amount of the Corporation's reinvestment shall not be subject to the
restriction of not more than forty percent of the Corporation's paid-up capital
as provided in Article 13 of the Company Law. Any matters regarding the
reinvestment shall be resolved in accordance with the resolutions of the Board
of Directors.
SECTION II - CAPITAL STOCK
ARTICLE 7
The total capital stock of the Corporation shall be in the amount of
280,500,000,000 New Taiwan Dollars, divided into 28,050,000,000 shares, at ten
New Taiwan Dollars each, and may be paid-up in installments.
The Corporation may issue employee stock options from time to time. A total of
500,000,000 shares among the above total capital stock should be reserved for
issuing employee stock options.
ARTICLE 8
The Corporation may issue shares without printing share certificate(s). If the
Corporation decides to print share certificates for shares issued, the
Corporation shall comply with relevant provisions of the Company Law and
relevant rules and regulations of the Republic of China.
ARTICLE 9
The share certificates of the Corporation shall all be name-bearing share
certificates, and issued in accordance with the Company Law and relevant rules
and regulations of the Republic of China.
ARTICLE 10
All transfer of stocks, pledge of rights, loss, succession, gift, loss of seal,
amendment of seal, change of address or similar stock transaction conducted by
shareholders of
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the Corporation shall follow the "Guidelines for Stock Operations for Public
Companies" unless specified otherwise by law and securities regulations.
ARTICLE 11
Registration for transfer of shares shall be suspended sixty (60) days
immediately before the date of regular meeting of shareholders, and thirty (30)
days immediately before the date of any special meeting of shareholders, or
within five (5) days before the day on which dividend, bonus, or any other
benefit is scheduled to be paid by the Corporation.
ARTICLE 12
Shareholders' meetings of the Corporation are of two types, namely: (1) regular
meetings and (2) special meetings. Regular meetings shall be convened, by the
Board of Directors, within six (6) months after the close of each fiscal year.
Special meetings shall be convened in accordance with the relevant laws, rules
and regulations of the Republic of China.
ARTICLE 13
Written notices shall be sent to all shareholders at their latest places of
residence as registered with the Corporation for the convening of shareholders'
meetings, at least thirty (30) days in advance, in case of regular meetings; and
at least fifteen (15) days in advance, in case of special meetings. The
purpose(s) for convening any such meeting shall be clearly stated in the written
notices sent out to the shareholders. Notices shall be written in Chinese, and
English when necessary.
ARTICLE 14
Except as provided in the Company Law of the Republic of China, shareholders'
meetings may be held if attended by shareholders in person or by proxy
representing more than one half of the total issued and outstanding capital
stock of the Corporation, and resolutions shall be adopted at the meeting with
the concurrence of a majority of the votes held by shareholders present at the
meeting.
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ARTICLE 15
Each share of stock shall be entitled to one vote.
ARTICLE 16
If a shareholder is unable to attend a meeting, he/she may appoint a
representative to attend it, and to exercise, on his/her behalf, all rights at
the meeting, in accordance with Article 177 of the Company Law of the Republic
of China. A representative does not need to be a shareholder of the Corporation.
ARTICLE 17
The shareholders' meeting shall be presided over by the Chairman of the Board of
Directors of the Corporation. In his absence, either the Vice Chairman of the
Board of Directors, or one of the Directors shall preside in accordance with
Article 208 of the Company Law of the Republic of China.
ARTICLE 18
The resolutions of the shareholders' meeting shall be recorded in the minutes,
and such minutes shall be signed by or sealed with the chop of the chairman of
the meeting. Such minutes, together with the attendance list and proxies, shall
be filed and kept at the head office of the Corporation. The minutes shall be
drafted in both the Chinese language and the English language.
SECTION III - DIRECTORS
ARTICLE 19
The Corporation shall have seven to nine Directors. The Board of Directors is
authorized to determine the number of Directors.
The aforesaid Board of Directors must have at least three independent directors.
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ARTICLE 19-1
For the election of Directors, each share has the same voting rights equal to
the number of Directors to be elected, and a shareholder may cast all his/her
voting rights to one candidate or among several candidates; those candidates
receiving more voting rights shall be elected as Directors. Except those elected
in 2006 in accordance with the letter of March 28, 2006 Chin-Kuan Cheng one Tze
No. 0950001617 issued by the relevant regulatory authority, independent
directors shall be elected by adopting candidates nomination system as specified
in Article 192-1 of the ROC Company Law. The nomination of independent directors
and related announcement shall comply with the relevant regulations of the ROC
Company Law and Securities and Exchange Law. The election of independent
directors and non-independent directors shall be held together; provided,
however, that in order to ensure the election of at least three independent
directors after each election, the number of independent directors and
non-independent directors elected shall be calculated separately.
ARTICLE 19-2
In compliance with Articles 14-4 of the ROC Securities and Exchange Law, the
Corporation shall establish an Audit Committee, which shall consist of all
independent directors. Effective from January 1, 2007, the Audit Committee or
the members of Audit Committee shall be responsible for those responsibilities
of Supervisors specified under the ROC Company Law, Securities and Exchange Law
and other relevant regulations.
ARTICLE 20
The term of office for Directors shall be three (3) years, and all Directors
shall be eligible for re-election.
ARTICLE 21
Except as otherwise provided in the Company Law of the Republic of China, a
meeting of the Board of Directors may be held if attended by a majority of total
Directors and resolutions shall be adopted with the concurrence of the majority
of the Directors present at the meeting.
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ARTICLE 22
The Directors shall elect from among themselves a Chairman of the Board of
Directors, and may elect a Vice Chairman of the Board of Directors, by a
majority in a meeting attended by over two-thirds of the Directors. The Chairman
shall not have a second or casting vote at any meeting of the Board of
Directors. The Chairman of the Board of Directors shall have the authority to
represent the Corporation.
ARTICLE 23
Except the first Board meeting of every term of the newly elected Board of
Directors, which shall be convened by the Director who has received the largest
number of votes after such new election, meetings of the Board of Directors
shall be convened by the Chairman of the Board of Directors, upon written notice
mailed to all the other Directors, at least fourteen days, unless in case of
urgent circumstances, prior to the date of the meeting, specifying the date and
place of the meeting and its agenda. The meeting of the Board of Directors shall
be held at least once every quarter. Such prescribed notices may be waived in
writing by any Director, either before or after the meeting. The meetings of the
Board of Directors may be convened, at any time, without such prescribed notice
in case of urgent circumstances. Notices shall be written in both the Chinese
language and the English language. Personal attendance at a meeting will
represent a waiver of the notice. Any Director attending the meeting via video
conference shall be deemed attending the meeting in person.
ARTICLE 24
The Chairman of the Board of Directors shall preside over all meetings of the
Board of Directors. In addition, the Chairman shall have the right to execute
documents in accordance with the resolutions of the Board of Directors in the
name and on behalf of the Corporation as well as acting on behalf of the Board
pursuant to Board resolutions and the Corporation's objectives when the Board is
not in session. In his absence, the Vice Chairman of the Board of Directors, or
any one of the Directors shall be acting for him according to Article 208 of the
Company Law of the Republic of China.
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ARTICLE 25
A Director may, by written authorization, appoint another Director to attend on
his behalf any meeting of the Board of Directors, and to vote for him on all
matters presented at such meeting, but no Director may act as proxy for more
than one other Director.
ARTICLE 26
The Directors shall exercise their functions by resolutions adopted at meetings
of Shareholders and the Board of Directors.
ARTICLE 27
In the case that vacancies on the Board of Directors exceed, for any reason, one
third of the total number of the Directors, then the Board of Directors shall
convene a shareholders' meeting to elect new Directors to fill such vacancies in
accordance with relevant laws, rules and regulations. Except for the election of
new Directors across the board, the new Directors shall serve the remaining term
of the predecessors.
ARTICLE 28
The Board of Directors is authorized to determine the compensation for the
Chairman, Vice-Chairman and Directors, taking into account the extent and value
of the services provided for the management of the Corporation and the standards
of the industry within the R.O.C. and overseas.
SECTION IV - MANAGEMENT OF THE CORPORATION
ARTICLE 29
The Corporation may, by resolution of the Board of Directors, appoint a Chief
Executive Officer, a President and one or more Vice Presidents. The President
may also be a Director and/or the Chief Executive Officer of the Corporation.
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The Chief Executive Officer shall have the overall responsibilities for the
business of the Corporation and all the affiliated companies. The Chief
Executive Officer shall cause to be prepared and furnished to the Board of
Directors of the Corporation a balance sheet of the Corporation and related
statements of income and loss, as of the end of each calendar month, quarter and
year. Monthly and quarterly statements shall be furnished no more than sixty
(60) days after the end of each month and quarter, and year-end statements shall
be furnished no more than ninety (90) days after the end of each year. Such
financial statements shall be prepared in accordance with generally accepted
accounting principles applied in the Republic of China on a consistent basis.
Such statements shall be accompanied by a certification of the Corporation that
such statements have been so prepared. Subject to the policies of the
Corporation, the President shall be responsible for the overall control of
allocated business and operation of the Corporation and shall make reports to
the Board of Directors. The President shall supervise and control day-to-day
business and operation of the Corporation, subject to the policies of the Board
of Directors headed by the Chairman. The Vice President-Finance shall have
special responsibility for the financial affairs and accounting of the
Corporation.
ARTICLE 30
The Chief Executive Officer reports to the Chairman of the Board of Directors.
The President and Vice Presidents shall perform such duties as designated by the
Chairman or the Board of Directors.
ARTICLE 31
Subject to the provisions of the Company Law of the Republic of China and these
Articles of Incorporation, all actions of the Corporation's officers shall be in
conformance with, and in furtherance of, the directions of the Board of
Directors.
SECTION V - FINANCIAL REPORTS
ARTICLE 32
The fiscal year for the Corporation shall be from January 1 of each year to
December 31 of the same year. After the close of each fiscal year, the following
reports shall be
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prepared by the Board of Directors, and submitted to the regular shareholders'
meeting for acceptance:
1. Business Report;
2. Financial Statements;
3. Proposal Concerning Appropriation of Net Profits or Covering of
Losses.
ARTICLE 33
When allocating the net profits for each fiscal year, the Corporation shall
first offset its losses in previous years and set aside a legal capital reserve
at 10% of the profits left over, until the accumulated legal capital reserve has
equaled the total capital of the Corporation; then set aside special capital
reserve in accordance with relevant laws or regulations or as requested by the
authorities in charge; and then set aside not more than 0.3% of the balance as
bonus to directors and not less than 1% as bonus to employees of this
Corporation. Directors who also serve as executive officers of this Corporation
are not entitled to receive bonus to directors. This Corporation may issue stock
bonuses to employees of an affiliated company meeting the conditions set by the
Board of Directors or, by the person duly authorized by the Board of Directors.
Any balance left over shall be allocated according to the following principles
per resolution of the shareholders' meeting:
1. Except distribution of reserve in accordance with item (2) below, this
Corporation shall not pay dividends or bonuses when there is no
profit; however, where the legal capital reserve reaches over 50% of
the paid-in capital, this Corporation may distribute the amount in
excess as dividends and bonuses. Profits may be distributed in total
after taking into consideration financial, business and operational
factors. Profits of this Corporation may be distributed by way of cash
dividend and/or stock dividend. Since this Corporation is in a
capital-intensive industry at the steady growth stage of its business,
distribution of profits shall be made preferably by way of cash
dividend. Distribution of profits may also be made by way of stock
dividend, provided however, the ratio for stock dividend shall not
exceed 50% of total distribution.
2. In case there is no profit for distribution in a certain year, or the
profit of a certain year is far less than the profit actually
distributed by this Corporation in the previous year, or considering
the financial, business or operational factors of this Corporation,
this Corporation may allocate a portion or all of its reserves for
distribution in accordance with relevant laws or regulations or the
orders of the authorities in charge.
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SECTION VI - SUPPLEMENTARY PROVISIONS
ARTICLE 34
The internal organization of the Corporation and the detailed procedures of
business operation shall be determined by the Board of Directors.
ARTICLE 35
In regard to all matters not provided for in these Articles of Incorporation,
the Company Law of the Republic of China shall govern.
ARTICLE 36
These Articles of Incorporation are agreed to and signed on December 10, 1986 by
all the promoters of the Corporation, and the first Amendment was approved by
the shareholders' meeting on April 28, 1987, the second Amendment on November
27, 1989, the third Amendment on May 28, 1991, the fourth Amendment on May 18,
1993, the fifth Amendment on January 28, 1994, the sixth Amendment on May 12,
1995, the seventh Amendment on April 8, 1996, and the eighth Amendment on May
13, 1997, the ninth Amendment on May 12, 1998, the tenth Amendment on May 11,
1999, the eleventh Amendment on April 14, 2000, the twelfth Amendment on
September 5, 2000, the thirteenth Amendment on May 15, 2001, the fourteenth
Amendment on May 7, 2002, the fifteenth Amendment on June 3, 2003, the sixteenth
Amendment on December 21, 2004, the seventeenth Amendment on May 10, 2005, the
eighteenth Amendment on May 16, 2006, and the nineteenth Amendment on May 7,
2007.
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