![]() | Chartered Semiconductor Manufacturing Ltd. | |||||
60 Woodlands Industrial Park D | Tel | : | +(65) 6362 2838 | |||
Street 2 | Fax | : | +(65) 6362 2938 | |||
Singapore 738406 | Registration No. 198703584K | |||||
www.charteredsemi.com |
1) | To adopt the Audited Accounts of the Company for the year ended December 31, 2007, including the reports of the Directors and the Auditors. | |
2) | To re-elect the following Directors retiring pursuant to Article 94 of the Company’s Articles of Association and who, being eligible, offer themselves for re-election: |
(i) | Mr. James A. Norling | ||
(ii) | Mr. Chia Song Hwee |
3) | (a) | To re-appoint the following Directors pursuant to Section 153(6) of the Companies Act, Chapter 50 and for this purpose to consider and, if thought fit, to pass with or without modifications the following resolutions, which will be proposed as Ordinary Resolutions: |
(i) | “That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr. Charles E. Thompson be and is hereby re-appointed a Director of the Company to hold such office from the date of this Annual General Meeting until the next annual general meeting of the Company.” | ||
(ii) | “That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr. Andre Borrel be and is hereby re-appointed a Director of the Company to hold such office from the date of this Annual General Meeting until the next annual general meeting of the Company.” | ||
(iii) | “That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr. Pasquale Pistorio be and is hereby re-appointed a Director of the Company to hold such office from the date of this Annual General Meeting until the next annual general meeting of the Company.” | ||
(iv) | “That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr. Maurizio Ghirga be and is hereby re-appointed a Director of the Company to hold such office from the date of this Annual General Meeting until the next annual general meeting of the Company.” |
(b) | To record the retirement of Dr. Tsugio Makimoto, a Director ceasing to hold office pursuant to Section 153(2) of the Companies Act, Chapter 50. |
4) | To re-appoint KPMG as the Company’s Auditors and to authorize the Directors to fix their remuneration. |
5) | (a) | To approve Directors’ fees of $569,833 for the year ended December 31, 2007 (Directors’ fees were $591,000 for the year ended December 31, 2006). |
(b) | To approve Directors’ fees of up to $585,000 for the year ending December 31, 2008. |
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6) | Ordinary Resolutions — Allotment and Issue of Shares and Securities |
(a) | Authority to Allot and Issue Shares pursuant to Section 161 of the Companies Act, Chapter 50 | ||
That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors be and are hereby authorized to allot and issue shares in the capital of the Company to any person on such terms and conditions and with such rights or restrictions as they may think fit to impose and that such authority shall continue in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting is required by law to be held, whichever is the earlier. | |||
(b) | Authority to Create and Issue Securities and to Allot and Issue Shares in connection therewith pursuant to Section 161 of the Companies Act, Chapter 50 | ||
That pursuant to Section 161 of the Companies Act, Chapter 50, approval be and is hereby given to the Directors to: |
(i) | (aa) | create and issue securities (“Securities”) including, without limitation, warrants or options to subscribe for new shares of the Company (“New Shares”) or to purchase from the Company other securities issued or to be issued by the Company, debt securities and securities which are convertible into, exchangeable for, or exercisable for, New Shares or other securities issued or to be issued by the Company to any person or persons and on such terms and conditions as the Directors may think fit to impose; |
(bb) | create and issue any further Securities (“Further Securities”) as may be required or permitted to be issued in accordance with the terms and conditions of the Securities; and | ||
(cc) | make, enter into and/or issue offers, agreements, options, undertakings, guarantees and/or indemnities (together referred to as “Agreements”) which would or might require the issue of New Shares or other securities by the Company with any person or persons and on such terms and conditions as the Directors may think fit to impose; |
(ii) | allot and issue from time to time: |
(aa) | such number of New Shares as may be required or permitted to be allotted or issued on the conversion, exchange or exercise of the Securities, or any of them, to the holders of such Securities on the conversion, exchange or exercise thereof, subject to and otherwise in accordance with the terms and conditions of the Securities; | ||
(bb) | on the same basis as paragraph (ii)(aa) above, such further New Shares as may be required to be allotted and issued on the conversion, exchange or exercise of any of the Further Securities in accordance with the terms and conditions of the Further Securities; and | ||
(cc) | such number of New Shares as may be required or permitted to be allotted or issued pursuant to and otherwise in accordance with the terms and conditions of the Agreements; and |
(iii) | take such steps, make such amendments to the terms and conditions of the Securities, the Further Securities and the Agreements and any of them, and exercise such discretion as the Directors may from time to time deem fit, advisable or necessary in connection with all or any of the above matters. |
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(c) | Authority to Offer and Grant Options and to Allot and Issue Additional Shares Pursuant to the Company’s Share Option Plan 1999 (the “1999 Option Plan”) | ||
That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors be and are hereby authorized to offer and grant options in accordance with the provisions of the 1999 Option Plan, as amended and restated, and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options under the 1999 Option Plan, as amended and restated. | |||
(d) | Authority to Offer and Grant Purchase Rights and to Allot and Issue Additional Shares Pursuant to the Company’s Employee Share Purchase Plan 2004 (the “Chartered ESPP 2004”) | ||
That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors be and are hereby authorized to offer and grant rights to purchase shares in the capital of the Company in accordance with the provisions of the Chartered ESPP 2004, and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of rights to purchase shares in the capital of the Company under the Chartered ESPP 2004. | |||
(e) | Authority to Offer and Grant Purchase Rights and to Allot and Issue Additional Shares Pursuant to the Company’s Share Purchase Plan 2004 for Employees of Silicon Manufacturing Partners Pte Ltd (the “SMP ESPP 2004”) | ||
That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors be and are hereby authorized to offer and grant rights to purchase shares in the capital of the Company in accordance with the provisions of the SMP ESPP 2004, and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of rights to purchase shares in the capital of the Company under the SMP ESPP 2004. | |||
(f) | Authority to Offer and Grant Restricted Share Units and to Allot and Issue Additional Shares Pursuant to the Chartered Semiconductor Manufacturing Ltd Restricted Share Unit Plan 2007 (the “Restricted Share Unit Plan 2007”) | ||
That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors be and are hereby authorized to offer and grant restricted share units (“RSUs”) in accordance with the provisions of the Restricted Share Unit Plan 2007, and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the Restricted Share Unit Plan 2007 and the RSU Agreements (as defined in the Restricted Share Unit Plan 2007). | |||
(g) | Authority to Offer and Grant Performance Share Units and to Allot and Issue Additional Shares Pursuant to the Chartered Semiconductor Manufacturing Ltd Performance Share Unit Plan 2007 (the “Performance Share Unit Plan 2007”) | ||
That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors be and are hereby authorized to offer and grant performance share units (“PSUs”) in accordance with the provisions of the Performance Share Unit Plan 2007, and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the Performance Share Unit Plan 2007 and the PSU Agreements (as defined in the Performance Share Unit Plan 2007). |
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7) | Special Resolution — Proposed Alterations to the Articles of Association | |
That: |
(i) | Article 90 of the Articles of Association of the Company be altered; and | ||
(ii) | Articles 149 and 150 be re-numbered as Articles 148 and 149 respectively, | ||
in the manner as set out in the Proxy Statement dated March 28, 2008 in respect of the Annual General Meeting. | ||
8) | To transact any other business as may be properly transacted at an annual general meeting. |
(1) | A Shareholder is a person whose name appears on the Depository Register of The Central Depository (Pte) Limited in Singapore or a person registered in the Company’s Register of Shareholders (Members). | |
(2) | A holder of ordinary shares who is registered with The Central Depository (Pte) Limited as at 48 hours before the time set for the Annual General Meeting on April 30, 2008 shall be entitled to vote in person or by proxy at the Annual General Meeting. | |
(3) | Although the holders of CRPS are entitled to attend, speak and vote at any class meeting of the holders of CRPS, they are not entitled to attend and vote at any general meetings, save that such holders of CRPS are entitled to attend and vote at such general meetings if at least one of the proposed resolutions is either in respect of amending the rights of the holders of CRPS or in respect of the winding-up of the Company. However, even at such general meetings, the holders of CRPS may vote only on those resolutions that pertain to the election of the chairman of such meeting, amendment of the rights of the holders of CRPS, the winding-up of the Company, or any motion for adjournment of such meeting. | |
(4) | None of the proposed resolutions to be voted at the Annual General Meeting relate to the variation of the rights of the holders of CRPS or the winding-up of the Company. The holders of CRPS are therefore not entitled to attend and vote at the Annual General Meeting. |
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(5) | A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a Shareholder of the Company. The instrument appointing a proxy, a form of which is enclosed, must be deposited at the registered office of the Company at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 not less than 48 hours before the time set for the Annual General Meeting or any adjournment thereof. A proxy may be revoked at any time not less than 48 hours before the time set for the Annual General Meeting by the Shareholder submitting a subsequently dated instrument appointing a proxy or at the Annual General Meeting prior to the vote of the resolution by the Shareholder attending the Annual General Meeting and voting in person. | |
(6) | The Company is subject to the continuing Nasdaq Global Select Market listing rules and applicable U.S. federal securities laws and is not subject to the continuing listing rules of the Singapore Exchange Securities Trading Limited. |
March 28, 2008
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![]() | Chartered Semiconductor Manufacturing Ltd. | |||||
60 Woodlands Industrial Park D | Tel | : | +(65) 6362 2838 | |||
Street 2 | Fax | : | +(65) 6362 2938 | |||
Singapore 738406 | Registration No. 198703584K | |||||
www.charteredsemi.com |
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(1) | Adoption of the Audited Accounts of the Company for the year ended December 31, 2007, including the reports of the Directors and the Auditors; | |
(2) | Re-election of Directors retiring by rotation; | |
(3) | Re-appointment of Directors pursuant to Section 153(6) of the Companies Act; | |
(4) | Re-appointment of Auditors and authorization of the Board to fix their remuneration; | |
(5) | Approval of Directors’ fees; | |
(6) | Authorization to the Board to allot and issue shares and securities; and | |
(7) | Proposed Alterations to the Articles of Association. |
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5(a) | Directors’ fees for year ended 31 December 2007 | |
In accordance with Article 81 of the Articles of Association of the Company, the Company in General Meeting shall approve the payment of Directors’ fees of $569,833 for services rendered during the fiscal year ended December 31, 2007. The Directors’ fees for the fiscal year ended December 31, 2007 represent a decrease of 3.58% or $21,167 over the Directors’ fees of $591,000 for the fiscal year ended December 31, 2006. | ||
5(b) | Directors’ fees for year ending 31 December 2008 | |
In addition to the proposed resolution in Proposal No. 5(a) above, the Company is also seeking shareholders’ approval for the payment of Directors’ fees for services to be rendered by the Directors for the fiscal year ending December 31, 2008. Currently, the Company’s practice is to seek shareholders’ approval for the payment of Directors’ fees at the annual general meeting held after the end of the fiscal year. As a result, the Directors are only paid for the services rendered 16 months after the commencement of the fiscal year. In order to ensure that the Company is able to attract and retain the calibre of Directors necessary to contribute effectively to the board, the Company recognises that not only the right level of remuneration is needed, it should also ensure that the Directors get paid on time. | ||
Based on a survey conducted by the Singapore Institute of Directors (“SID”) in 2001, 60% of companies in Singapore felt that fees for non-executive directors should be recommended for approval at the annual general meeting during the year the fees are to be paid. The SID recommended that the payment of basic fees and allowances for non-executive directors be approved in advance rather than in arrears as is currently the predominant practices. Once the fees have been approved, companies could use their own discretion to pay the fees to the non-executive directors either monthly or quarterly. | ||
The Company is proposing Directors’ fees of $585,000 for the fiscal year ending December 31, 2008. This represents an increase of 2.66% or $15,167 over the Directors’ fees of $569,833 for the fiscal year ended December 31, 2007, which includes a buffer of about 5.6% or $33,000 to cater for any Directors’ fees that may be payable for the fiscal year ending December 31, 2008, for example where new or additional Board or Committee members are appointed in the course of the fiscal year ending December 31, 2008 or for attendance fees in respect of any ad-hoc or additional Board or Committee meeting(s) during year 2008. | ||
The amount of $585,000 comprise of annual retainer fees and attendance fees of $400,000 and $185,000 respectively based on the present number of Directors and the current schedule of Board and Committee meetings plus one ad-hoc or additional Board meeting for the fiscal year ending December 31, 2008. The attendance fees are calculated based on the assumption that the Directors will attend all meetings. Approval by shareholders will allow the Company to pay the Directors for their services within the year as and when the services are rendered. The actual Directors’ fees paid in 2008 will be reported in the 2008 Annual Report. |
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(i) | where the issuance will result in a change of control of the Company; | |
(ii) | in connection with certain acquisitions of stock or assets of another company, including where the issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares) will equal or exceed 20% or more of the outstanding ordinary shares prior to such issuance; or | |
(iii) | in connection with a sale or issuance of ordinary shares (other than a public offering), where the sale or issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares) is at a price less than the greater of book value and market value, and such issuance equals or exceeds 20% of the outstanding ordinary shares prior to such issuance. |
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a) | allot and issue shares in the capital of the Company pursuant to Section 161 of the Companies Act; | |
b) | create and issue securities and to allot and issue shares in the capital of the Company in connection therewith pursuant to Section 161 of the Companies Act; | |
c) | offer and grant options and to allot and issue additional shares in the capital of the Company pursuant to the 1999 Option Plan; | |
d) | offer and grant purchase rights and to allot and issue additional shares in the capital of the Company pursuant to the Chartered ESPP 2004; | |
e) | offer and grant purchase rights and to allot and issue additional shares in the capital of the Company pursuant to the SMP ESPP 2004; | |
f) | offer and grant restricted share units and to allot and issue additional shares in the capital of the Company pursuant to the Restricted Share Unit Plan 2007; and | |
g) | offer and grant performance share units and to allot and issue additional shares in the capital of the Company pursuant to the Performance Share Unit Plan 2007. |
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(i) | Article 90 | |
Article 90 provides that the Chief Executive Officer or President who is a Director shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to retirement by rotation, resignation and removal as the other Directors of the Company. Article 90 is proposed to be altered to delete the phrase “subject to the provisions of any contract between him and the Company”. This will ensure that the Chief Executive Officer or President, as a Director, is subject to the same retirement by rotation, resignation and removal provisions as the other Directors and that such provisions will not be subject to any contractual terms that he may have entered into with the Company. | ||
For ease of reference, the full text of Article 90 has been reproduced below and the principal alterations highlighted. |
EXISTING ARTICLE 90 | |||
90. A Chief Executive Officer or President who is a Director shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to retirement by rotation, resignation and removal as the other Directors of the Company. | Retirement removal and resignation of Chief Executive Officer or President. | ||
By deleting Article 90 in its entirety and substituting therefor the following: |
Proposed Alterations to Existing Article 90 | |||
90. A Chief Executive Officer or President who is a Director shall | Retirement removal and resignation of Chief Executive Officer or President. |
(ii) | Articles 149 and 150 | |
Existing Articles 149 and 150 be re-numbered as Articles 148 and 149 respectively. |
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Name | Age | Position | ||||
James A. Norling(1)(2)(4) | 65 | Chairman of the Board | ||||
Chia Song Hwee(1) | 45 | Director | ||||
Andre Borrel(2)(4) | 71 | Director | ||||
Charles E. Thompson(2)(4) | 78 | Director | ||||
Tsugio Makimoto, PhD | 70 | Director | ||||
Tay Siew Choon(1)(2)(4) | 60 | Director | ||||
Peter Seah Lim Huat(1)(2)(4) | 61 | Director | ||||
Philip Tan Yuen Fah(3) | 63 | Director | ||||
Pasquale Pistorio | 72 | Director | ||||
Steven H. Hamblin(3) | 59 | Director | ||||
Maurizio Ghirga(3) | 69 | Director |
Name | Age | Position | ||||
Chia Song Hwee | 45 | President and Chief Executive Officer | ||||
George Thomas | 54 | Senior Vice President and Chief Financial Officer | ||||
Ang Kay Chai | 48 | Senior Vice President, Worldwide Sales and Marketing | ||||
Hsia Liang Choo, PhD | 59 | Senior Vice President, Technology Development | ||||
Simon Yang, PhD | 48 | Senior Vice President, Fab Operations and Chief Technology Officer | ||||
Baskara Rao Paidithali(5) | 42 | Vice President, Chief Information Officer | ||||
Leow Kim Keat | 45 | Vice President, Customer Support Operations and Supply Management Organization | ||||
Kevin Meyer(6) | 55 | Vice President, Industry Marketing and Platform Alliances | ||||
Ng Seng Huwi | 50 | Vice President, Human Resources | ||||
Tony Tsai | 58 | Vice President, Quality and Reliability Assurance |
Notes: | ||
(1) | Member of the Executive Committee. | |
(2) | Member of the Executive Resource and Compensation Committee, or the ERCC. | |
(3) | Member of the Audit Committee. | |
(4) | Member of the Nominating Committee. | |
(5) | Appointed as Vice President, Chief Information Officer in July 2007. | |
(6) | Appointed as Vice President, Industry Marketing and Platform Alliances, in June 2007. |
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![]() | JAMES A. NORLING James A. Norling has served on our Board of Directors since March 1, 2001 and as our Chairman of the Board since August 1, 2002. Mr. Norling also served as interim Chief Executive Officer from May 2002 to June 2002. He has 37 years of working experience in the electronics industry. Mr. Norling was with Motorola Inc. from 1965 to 2000 holding various positions, including President of the Semiconductor Products Sector in 1986, President of the Europe, Middle East and Africa region in 1993, Deputy to the Chief Executive Officer in 1998 and President of the Personal Communications Sector from 1999 until his retirement. He has previously served as a board member and the Chairman of the Semiconductor Industry Association. Mr. Norling is currently a board member of Harley-Davidson, Inc. Mr. Norling holds a Bachelor of Science and a Master’s degree in Electrical Engineering from the University of Illinois. | |
![]() | CHIA SONG HWEE Chia Song Hwee has served on our Board of Directors and as our President and Chief Executive Officer since June 2002. Prior to his appointment, Mr. Chia had served as our Chief Administrative Officer since September 2000, as our Senior Vice President from February 2000 to June 2002 and as our Chief Financial Officer from December 1997 to June 2002. Mr. Chia was our Director of Finance from April 1996 to December 1997. Since joining our company in 1996, his responsibilities have steadily expanded to include the areas of finance, strategic development, technology alliances and legal. From May 1992 through December 1994, Mr. Chia was Regional Financial Controller (Asia and Middle East) for Anadrill Technical Services, Inc. From January 1995 to April 1996, Mr. Chia was Regional Controller (Asia, Australia and Middle East) for Sedco Forex Technical Services, Inc. Mr. Chia received his Bachelor of Business (Accountancy), with distinction, from Edith Cowan University, Australia and is a member of CPA Australia. | |
![]() | ANDRE BORREL Andre Borrel has served on our Board of Directors since July 1998 and is currently working as a consultant in the semiconductor industry. Prior to joining our Board of Directors, Mr. Borrel was Senior Vice President and General Manager of Communications, Power and Signal Technology Group at Motorola Inc. Mr. Borrel is also an Officer of the French National Order of Merit and holds a Master’s degree in Electronics from “Ecole Nationale Superieure des Telecommunications” in Paris, France. | |
![]() | CHARLES E. THOMPSON Charles E. Thompson has served on our Board of Directors since September 1998 and is currently working as a consultant in the information technology/semiconductor technology industry. From 1973 to 1996, Mr. Thompson was World Marketing Senior Vice President at Motorola Inc. Prior thereto, Mr. Thompson was Computer Department Sales Director at General Electric. Mr. Thompson received his Bachelor of Science in Mathematics from the University of Washington. |
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![]() | TSUGIO MAKIMOTO, PhD Dr. Tsugio Makimoto has served on our Board of Directors since September 1999 and has more than 40 years of working experience in the semiconductor industry. He is currently a consultant in the field of electronics after retiring from Sony Corporation, or Sony, in May 2005. He joined Sony in 2000 as Corporate Senior Executive Vice President and became Corporate Advisor in 2001. Prior to joining Sony, Dr. Makimoto worked for Hitachi Ltd from 1959 where he held various senior positions, including Executive Managing Director in 1993, Senior Executive Managing Director in 1997 and Corporate Chief Technologist from 1998 to 2000. Dr. Makimoto was an auditor of Hitachi Chemical Corporation from 2000 to 2003. Dr. Makimoto is currently the Chairman of PDF Solutions (Japan) KK. He was nominated a Fellow of the Institute of Electrical and Electronics Engineers, Inc. in 1997. Dr. Makimoto was also a visiting professor at Toyo University (1999-2001). | |
![]() | TAY SIEW CHOON Tay Siew Choon has served on our Board of Directors since July 2001. Mr. Tay was formerly a corporate advisor to Singapore Technologies Pte Ltd which ceased operations on December 31, 2004. Prior to that, he was Managing Director and Chief Operating Officer in Singapore Technologies Pte Ltd. From 1998 to 2000, Mr. Tay was the Managing Director and Deputy Chief Executive Officer of SembCorp Industries Ltd and has held various senior positions in Singapore Technologies Industrial Corporation Ltd. Mr. Tay currently also sits on the board of various companies including Straco Corporation Limited, Pan-United Corporation Ltd, TauRx Therapeutics Ltd and Civil Aviation Authority of Singapore. Mr. Tay received his Bachelor of Engineering (Electrical) (Honors) from Auckland University and his Masters of Science in Systems Engineering from the former University of Singapore (now National University of Singapore). | |
![]() | PETER SEAH LIM HUAT Peter Seah has served on our Board of Directors since January 2002. Mr. Seah is currently a member of the Temasek Advisory Panel. Prior to the cessation of operations of Singapore Technologies Pte Ltd on December 31, 2004, Mr. Seah was the President and Chief Executive Officer of Singapore Technologies Pte Ltd. Before joining Singapore Technologies Pte Ltd, he was a banker for 32 years, 22 of which were with the Overseas Union Bank Ltd and before that with Citibank. He retired from his position as Vice Chairman and Chief Executive Officer at Overseas Union Bank Ltd in September 2001. Mr. Seah currently sits on the board of various companies including SembCorp Industries Ltd, CapitaLand Ltd, ST Engineering Ltd and STATS ChipPAC Ltd. (formerly known as ST Assembly Test Services Ltd). Mr. Seah graduated from the former University of Singapore in 1968 with an honors degree in Business Administration. For his public service, he was awarded the Public Service Medal (1995) as well as the Public Service Star (1999) by the Singapore Government. | |
![]() | PHILIP TAN YUEN FAH Philip Tan has served on our Board of Directors and as our Chairman of the Audit Committee since October 2003. He also currently sits on the board of various companies, including Guthrie GTS Ltd and Singapore Food Industries Ltd. Mr. Tan was in the commerce and industry sector for 11 years prior to entering the banking and financial sector. He joined the Overseas Union Bank in 1979 holding various senior positions and retired in 2002 as Executive Vice President. Mr. Tan holds a Bachelor of Accountancy from the University of Singapore and a Bachelor of Laws from the University of Wolverhampton, UK. He also holds a post-graduate diploma in Business Administration from the Manchester Business School, UK. He is a Fellow of the Institute of Certified Public Accountants of Singapore, CPA (Australia), Association of Chartered Certified Accountants, UK and an Associate of the Chartered Institute of Management Accountants, UK. |
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![]() | PASQUALE PISTORIO Pasquale Pistorio has served on our Board of Directors since May 2005 and is currently the Honorary Chairman of STMicroelectronics. Mr. Pistorio brings to Chartered more than 38 years of industry leadership experience. Mr. Pistorio is known for his business acumen, his contributions to Europe’s microelectronics industry, and his strong advocacy of environmental protection and corporate social responsibility. Among his numerous accolades, Mr. Pistorio received the “Lifetime Achievement Award” from Reed Electronics Group in 2003, was named first place in the “Top 25 Movers and Shakers” ranking by Time magazine in 2002, and was voted among the top 50 “Stars of Europe” by Business Week magazine. Mr. Pistorio’s greatest achievement was the integration of SGS Group with Thomson Semiconducteurs in 1987 to form SGS-THOMSON Microelectronics, which was renamed STMicroelectronics in 1998. Mr. Pistorio served as STMicroelectronics’ president and Chief Executive Officer from 1998 until his retirement in March 2005, during which STMicroelectronics grew to become one of the world’s top semiconductor companies. Mr. Pistorio holds a degree in electronics from the Polytechnic of Turin, Italy. | |
![]() | STEVEN H. HAMBLIN Steven H. Hamblin has served on our Board of Directors and as a member of the Audit Committee since January 2006. He is currently an independent consultant. Mr. Hamblin brings to Chartered more than 30 years of experience in the electronics industry. From 1984 to 1996, Mr. Hamblin held various senior positions in Compaq Computer Corporation or Compaq, including Vice President of Systems Division Operations, Vice President of Finance and Manufacturing Strategy, and Vice President and General Manager of the Asia/Pacific Division. Prior to joining Compaq, Mr. Hamblin held various financial controller positions with Texas Instruments and General Instrument. Mr. Hamblin holds a Bachelor of Science degree in Civil Engineering from the University of Missouri, Columbia and a Master of Science degree in Industrial Administration from Carnegie-Mellon University. Mr Hamblin is also a licensed CPA in the State of Texas. | |
![]() | MAURIZIO GHIRGA Maurizio Ghirga has served on our Board of Directors and as a member of the Audit Committee since November 2006. Mr. Ghirga brings to Chartered more than 40 years of experience in the electronics and oil industries. Mr. Ghirga held various senior positions with ESSO Italy and ESSO Chemical Italy, both subsidiaries of EXXON Co. prior to joining SGS Microelectronics in 1983 as the chief financial officer. After the merger of SGS Microelectronics and Thomson Semiconductors and the formation of SGS-Thomson (now known as ST Microelectronics) in 1987, Mr. Ghirga was appointed as the corporate vice president and chief financial officer. Mr Ghirga, in his capacity as chief financial officer of ST Microelectronics, contributed to the initial public offering of ST Microelectronics on the New York Stock Exchange in 1994. After his retirement in 2003, Mr. Ghirga served as the senior advisor to the president of ST Microelectronics. From early 2005 to the middle of 2006, Mr. Ghirga was the president and chief executive officer of Accent srl Design Technology Services, a silicon-design joint venture company between ST Microelectronics and Cadence Design Systems Inc. Mr. Ghirga holds degrees in economics and finance at the University of Genoa. |
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![]() | GEORGE THOMAS George Thomas has served as our Senior Vice President and Chief Financial Officer since March 2005 and oversees our company’s finance, investor relations and legal functions. He also served as our Vice President and Chief Financial Officer from June 2002 to February 2005 and Vice President of Finance from September 2000 to June 2002. He joined our company in May 2000 as Group Controller. Mr. Thomas began his Finance/Accounting career with Canadian Met-Chem, a subsidiary of U.S. Steel Corporation as Internal Auditor and Senior Accounts Executive in 1978. From June 1983 to April 2000, he held various positions at Schlumberger’s Sedco Forex Division, including Controller, Operations-Worldwide, Regional Controller, Asia & Australia, Controller, Indonesia Operations, and Finance Manager of Arabian Drilling Company, a joint venture between Schlumberger and Petromin. He has served on the Board of Directors of Chartered Silicon Partners Pte Ltd since April 2001 and the Board of Directors of Silicon Manufacturing Partners Pte Ltd as an alternate director since July 2003. Mr. Thomas received his Bachelor’s degree in Commerce and in General Law. He is also a member of the Institute of Chartered Accountants of India. | |
![]() | ANG KAY CHAI Ang Kay Chai was appointed as Senior Vice President of Sales and Marketing in April 2007. In this role, Mr. Ang has overall responsibility for global sales, marketing, services, customer support, and regional business operations. Prior to this appointment, Mr. Ang served as senior vice president of fab operations, with responsibility for the manufacturing strategy and operational excellence across all of Chartered’s fabs, including the ramp of Chartered’s fully automated 300mm facility, Fab 7. Mr. Ang first joined Chartered in 1989 and led the initial conception, development, and ramp up of Chartered’s Fab 2 and Fab 3. Mr. Ang left Chartered in 1998 to join Silterra Malaysia Sdn Bhd, where he was responsible for green field fab startup and was involved in technology transfer activities, before rejoining Chartered in 2002. Mr. Ang holds a Master’s degree in engineering from the University of Texas and a Bachelor’s degree in engineering from the National University of Taiwan. | |
![]() | HSIA LIANG-CHOO, PhD Dr. Hsia Liang-Choo has served as our Senior Vice President, Technology Development since June 2005. He is responsible for Chartered’s technology development organization and directing our company’s efforts toward technology leadership in the foundry industry. From October 2000 to May 2005, Dr. Hsia served as our Vice President of Advanced Module Development and led Chartered’s collaborative development efforts at 90nm and 65nm technologies. Dr. Hsia draws on nearly 25 years of experience in semiconductor technology development. Prior to joining Chartered, Dr. Hsia was director of technology development at United Microelectronics Corporation in Taiwan. He also spent over a decade with IBM as an advisory scientist in various divisions. Dr. Hsia has been awarded 25 U.S. patents with 16 more pending, and his work has been featured in more than 80 technical publications. Dr. Hsia holds a Doctorate degree in physics from Ohio State University. |
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![]() | SIMON YANG, PhD Dr. Simon Yang has served in the dual role of Senior Vice President of Fab Operations and Chief Technology Officer since April 2007. Dr. Yang’s role is to forge tighter integration between our company’s technology development and manufacturing. Dr. Yang joined Chartered in October 2005 as Senior Vice President and Chief Technology Officer, with responsibility for developing and driving strategic programs in support of Chartered’s corporate objectives and long-term strategic direction. In his current role, he also has responsibility for driving the manufacturing strategy and operational excellence across all of Chartered’s fabs, including its latest, fully automated 300mm facility. Dr. Yang brings more than 20 years of experience in the semiconductor industry. He previously held key positions in technology development and advanced fab operations. Dr. Yang was a senior vice president for logic technology development and manufacturing at Semiconductor Manufacturing International Corporation (SMIC) and prior to that, a director of logic device and process integration at Intel. Prior to joining Chartered, he was president and Chief Executive Officer of Ciwest, a semiconductor start-up based in China. Dr. Yang has been awarded 12 U.S. patents and is the author or co-author of more than 30 technical papers. Dr. Yang holds a Bachelor’s degree in electrical engineering from Shanghai University of Science and Technology, and a Master’s degree in physics and doctorate degree in materials engineering from Rensselaer Polytechnic Institute in Troy, New York. | |
![]() | BASKARA RAO PAIDITHALI Baskara Rao Paidithali has served as our Vice President and Chief Information Officer (CIO) since July 2007. In this role, Mr. Rao manages our company’s global information technology (IT) and is responsible for driving our strategic initiative to establish an IT business systems network for supporting the business requirements of customers, partners, suppliers and employees. Mr. Rao brings more than 18 years of IT expertise to Chartered. Previously, Mr. Rao served as CIO for Philips Lighting Asia Pacific based in Hong Kong, with responsibility for IT excellence in the Asia Pacific region. Mr. Rao managed several key projects, driving improvement processes contributing to efficiency in operational and IT investments. Mr. Rao holds a Bachelor of Science (Computer) degree from the University Science of Malaysia, and an MBA from Herriot-Watt University, Edinburgh, UK. | |
![]() | LEOW KIM KEAT Leow Kim Keat was appointed Vice President, Customer Support Operations and Supply Management Organization (SMO) in November 2006. Previously vice president of customer support operations, Mr. Leow took on the added role of SMO leadership in November 2006, overseeing the company’s relationships with vendors and turnkey partners. Meanwhile, Mr. Leow continues to lead the customer support operations, as he has since February 2002, with responsibilities for corporate factory planning, industrial engineering and planning systems. Mr. Leow has over 21 years of experience in semiconductor manufacturing, including more than 14 years with Chartered. Prior to Chartered, Mr. Leow spent over seven years at Texas Instruments Singapore where he held various manufacturing positions. Mr. Leow holds a Bachelor of Science from the National University of Singapore and a Graduate Diploma in Business Administration from the Singapore Institute of Management. |
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![]() | KEVIN MEYER Kevin Meyer served as Vice President of Industry Marketing and Platform Alliances since June 2007. In this role, Mr. Meyer leads the team working with IBM and Samsung to drive an industry platform initiative for single-design, multi-sourcing solutions based on designs down to 32nm technologies, building on a collaborative development relationship which also includes Infineon, Freescale and STMicroelectronics. Previously, Mr. Meyer was our vice president of worldwide marketing and services, leading the global organization that drove our strategy, as well as our product, corporate and regional marketing initiatives. Mr. Meyer has more than 25 years of broad IDM, foundry, and systems experience in the industry and has been with Chartered for a total of seven years. Four years ago, he returned to Chartered after almost two years as the vice president of marketing for MIPS Technologies, an intellectual property company specializing in microprocessors. Mr. Meyer also draws on over 15 years of experience at Motorola, where he held a number of global executive positions in sales, marketing, operations and engineering. In the early 1990s, he was the head of Reduced Instructions Set Computing marketing at Motorola when Apple, IBM, and Motorola formed the Apple/IBM/Motorola alliance for PowerPC. He was also the general manager of Motorola’s Computer Group in Asia/Pacific & Japan in the mid 1990s when Motorola licensed the Apple’s Mac(intosh) Operating System and built Mac & Windows NT-compatible computers in Nanjing, China. There, he was chairman of one of Motorola’s five joint ventures. Mr. Meyer has Bachelor’s degrees in business administration, computer science, and industrial technology. | |
![]() | NG SENG HUWI Ng Seng Huwi has served as our Vice President, Human Resources since July 2003. Mr. Ng is responsible for the overall development and implementation of policies and processes in our company’s human resources management system. Mr. Ng brings with him extensive work experience in a number of large multi-national companies. He joined us from Praxair Inc., where he was vice president of Asia Human Resources with responsibilities that included ensuring organizational effectiveness, improving productivity and managing performance. During his 24-year professional career, Mr. Ng has lived and worked around the world, holding a variety of human resources, engineering and operations positions in global companies, including Schlumberger, Unilever and ICI. Mr. Ng holds a Bachelor of Engineering (Honors) from the University of Aberdeen in Scotland and an MBA from the University of Sheffield, England. | |
![]() | TONY TSAI Tony Tsai has served as our Vice President, Quality and Reliability Assurance since October 2006. Mr. Tsai is responsible for our quality and reliability assurance operations. Mr. Tsai has over 30 years of experience in driving quality in manufacturing operations. Before joining Chartered, he spent more than 10 years with Powerchip Semiconductor Corporation, where he last held the position of chief quality officer. Prior to that, Mr. Tsai was head of reliability and quality assurance operations at Motorola Taiwan. He also held quality control and assurance positions in Bourns (Electronics) Taiwan and Precision Monolithic Incorporation, an analog integrated circuit testing company which has since been bought over by Analog Devices Inc. Mr. Tsai holds a Bachelor of Electronics Engineering from Tamkang University, Taiwan, and an Executive Master of Business Administration from the National Chiao Tung University, Taiwan. |
20
21
Salary(1) | Bonus | Others(2) | Director’s Fees(3) | Total | ||||||||||||||||
Chia Song Hwee | 542 | — | 77 | — | 619 | |||||||||||||||
James A. Norling | — | — | — | 101 | 101 | |||||||||||||||
Andre Borrel | — | — | — | 57 | 57 | |||||||||||||||
Charles E. Thompson | — | — | — | 56 | 56 | |||||||||||||||
Tsugio Makimoto | — | — | — | 50 | 50 | |||||||||||||||
Tay Siew Choon | — | — | — | 43 | 43 | |||||||||||||||
Peter Seah Lim Huat | — | — | — | 50 | 50 | |||||||||||||||
Philip Tan Yuen Fah | — | — | — | 50 | 50 | |||||||||||||||
Pasquale Pistorio | — | — | — | 41 | 41 | |||||||||||||||
Steven H. Hamblin | — | — | — | 61 | 61 | |||||||||||||||
Maurizio Ghirga | — | — | — | 61 | 61 | |||||||||||||||
Total as of December 31, 2007 | 542 | — | 77 | 570 | 1,189 | |||||||||||||||
Total as of December 31, 2006 | 490 | 469 | 149 | 591 | 1,699 | |||||||||||||||
Notes: | ||
(1) | Base salary (inclusive of employers’ Central Provident Fund, or CPF). | |
(2) | Allowances (inclusive of employers’ CPF) and others. | |
(3) | Shareholders’ approval will be sought at our annual general meeting to be held in April 2008 for the payment of our directors’ fees of approximately $570,000 for the fiscal year ended December 31, 2007. |
22
Options Granted(1) | Exercise Price S$ | Exercise Period of Options Granted | Number of RSUs(2) | Number of PSUs(3) | ||||||||||||||
Chia Song Hwee | 470,000 | 1.07 | 31/08/2008 to 31/08/2017 | 325,230 | 240,320 | |||||||||||||
James A. Norling | 60,000 | 1.07 | 31/08/2008 to 31/08/2012 | 25,450 | — | |||||||||||||
Andre Borrel | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 | 14,840 | — | |||||||||||||
Charles E. Thompson | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 | 14,840 | — | |||||||||||||
Tsugio Makimoto | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 | 14,840 | — | |||||||||||||
Tay Siew Choon | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 | 14,840 | — | |||||||||||||
Peter Seah Lim Huat | 47,500 | 1.07 | 31/08/2008 to 31/08/2012 | 20,190 | — | |||||||||||||
Philip Tan Yuen Fah | 47,500 | 1.07 | 31/08/2008 to 31/08/2012 | 20,190 | — | |||||||||||||
Pasquale Pistorio | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 | 14,840 | — | |||||||||||||
Steven H. Hamblin | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 | 14,840 | — | |||||||||||||
Maurizio Ghirga | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 | 14,840 | — | |||||||||||||
Total as of December 31, 2007 | 870,000 | 494,940 | 240,320 |
Notes: | ||
(1) | In number of ordinary shares. | |
(2) | Restricted Share Units, or RSUs granted under the Chartered Semiconductor Manufacturing Ltd Restricted Share Unit Plan 2007. One RSU entitles the holder thereof to one ordinary share upon vesting. RSUs awarded under the RSU Plan are subject to time-based vesting conditions as well as other conditions as may be determined by the ERCC in accordance with the provisions of the RSU Plan. | |
(3) | Performance Share Units, or PSUs granted under the Chartered Semiconductor Manufacturing Ltd Performance Share Unit Plan 2007. One PSU entitles the holder thereof to one ordinary share upon vesting. PSUs granted under the PSU Plan are subject to certain pre-determined conditions and time-based vesting conditions, which are determined by the ERCC at the grant date. The final number of PSUs awarded, if any, will depend on the achievement of those conditions and the PSUs awarded will vest after the third anniversary of the date of grant. |
23
Salary(1) | Bonus(2) | Others(3) | Total | |||||||||||||
$450,000 — $649,999 | ||||||||||||||||
Chia Song Hwee | 542 | — | 77 | 619 | ||||||||||||
88 | % | 12 | % | 100 | % | |||||||||||
Aggregate of top four senior executives for 2007 | 1,529 | — | 686 | 2,215 | ||||||||||||
Average per person for 2007 | 382 | — | 172 | 554 | ||||||||||||
Ang Kay Chai | 88 | % | 0 | % | 12 | % | 100 | % | ||||||||
George Thomas | 72 | % | 0 | % | 28 | % | 100 | % | ||||||||
Hsia Liang Choo | 58 | % | 0 | % | 42 | % | 100 | % | ||||||||
Yang Simon Shi-Ning | 64 | % | 0 | % | 36 | % | 100 | % | ||||||||
Aggregate of top four senior executives for 2006 | 1,344 | 516 | 559 | 2,419 | ||||||||||||
Average per person for 2006 | 336 | 129 | 140 | 605 |
Notes: | ||
(1) | Base salary (inclusive of employers’ Central Provident Fund (CPF)). | |
(2) | Bonus paid in 2007 for services rendered in 2006, inclusive of employer CPF contribution. | |
(3) | Allowances (inclusive of employers’ CPF) and others. |
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Total Options | Exercise | Exercise period of | Number of | Number of | ||||||||||||||
Granted | Price (S$) | Options Granted | RSUs(1) | PSUs(2) | ||||||||||||||
Chia Song Hwee | 470,000 | 1.07 | 31/08/2008 to 31/08/2017 | 325,230 | 240,320 | |||||||||||||
Ang Kay Chai | 187,000 | 1.07 | 31/08/2008 to 31/08/2017 | 128,970 | 148,590 | |||||||||||||
George Thomas | 187,000 | 1.07 | 31/08/2008 to 31/08/2017 | 128,970 | 148,590 | |||||||||||||
Hsia Liang Choo | 127,000 | 1.07 | 31/08/2008 to 31/08/2017 | 126,160 | 148,590 | |||||||||||||
Yang Simon Shi-Ning(3) | 500,000 | 1.07 | 31/08/2008 to 31/08/2017 | 128,970 | 148,590 |
Notes: | ||
(1) | Restricted Share Units, or RSUs, granted under the Chartered Semiconductor Manufacturing Ltd Restricted Share Unit Plan 2007. One RSU entitles the holder thereof to one ordinary share upon vesting. RSUs awarded under the RSU Plan are subject to time-based vesting conditions as well as other conditions as may be determined by the ERCC in accordance with the provisions of the RSU Plan. | |
(2) | Performance Share Units, or PSUs, granted under the Chartered Semiconductor Manufacturing Ltd Performance Share Unit Plan 2007. One PSU entitles the holder thereof to one ordinary share upon vesting. PSUs granted under the PSU Plan are subject to certain pre-determined conditions as well as time-based vesting conditions, which are determined by the ERCC at the grant date. The final number of PSUs awarded, if any, will depend on the achievement of those conditions and the PSUs awarded will vest after the third anniversary of the date of grant. | |
(3) | Options granted in 2007 per employment contract dated August 26, 2005. |
• | the requirement that a majority of Board members must be independent; | ||
• | the requirement that the compensation committee must be comprised solely of independent directors, or that compensation of our senior management must be determined by a majority of the independent directors on the full Board; and | ||
• | the requirement that the nomination committee must be comprised solely of independent directors or that nominations of directors must be made by a majority of the independent directors on the full Board. |
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(a) | Executive Committee |
(b) | Audit Committee |
(c) | Executive Resource and Compensation Committee |
(d) | Nominating Committee |
26
No. of Ordinary Shares | ||||||
Beneficially | ||||||
Directors | Owned(1) | |||||
James A. Norling | 1,658,195 | |||||
Chia Song Hwee | 7,681,007 | |||||
Andre Borrel | 336,060 | |||||
Charles E. Thompson | 325,750 | |||||
Tsugio Makimoto | 269,000 | > Please see note (2) | ||||
Tay Siew Choon | 250,000 | below | ||||
Peter Seah Lim Huat | 350,000 | |||||
Philip Tan Yuen Fah | 265,000 | |||||
Pasquale Pistorio | 2,630,000 | |||||
Steven H. Hamblin | 80,000 | |||||
Maurizio Ghirga | 0 | |||||
All directors and senior management(3) as a group (21 persons)(4) | 24,512,771 |
Notes: |
(1) | Gives effect to the ordinary shares issuable within 60 days from December 31, 2007 upon the exercise of all options and other rights beneficially owned by the indicated shareholders on that date. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to ordinary shares. Except for 36,000 shares held by James A. Norling which are jointly held, the persons named in the table have sole voting and sole investment control with respect to all ordinary shares beneficially owned. | |
(2) | Less than 1% of our outstanding ordinary shares as of December 31, 2007. | |
(3) | None of our directors or senior management individually owns 1% or more of our outstanding ordinary shares. | |
(4) | This includes the number of ordinary shares beneficially owned by Mr Tan Seng Chai, a member of our senior management, who resigned from our company and whose last day was on January 31, 2008. |
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Number of | ||||||||||||||||||||
Ordinary Shares | ||||||||||||||||||||
Issuable Upon | Exercise | Number | Number | |||||||||||||||||
Exercise of | Price | of | of | |||||||||||||||||
Directors | Options | S$ | Exercise Period | RSUs(1) | PSUs(2) | |||||||||||||||
James A. Norling | 1,172,195 | 3.88 | 01/05/2002 to 01/05/2012 | 25,450 | — | |||||||||||||||
50,000 | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||||||||||
60,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||||||||||
110,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||||||||||
110,000 | 1.16 | 26/08/2006 to 26/08/2010 | ||||||||||||||||||
120,000 | 1.21 | 25/08/2007 to 25/08/2011 | ||||||||||||||||||
60,000 | * | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||||||
Chia Song Hwee | 61,704 | 0.80 | 30/11/1998 to 29/11/2008 | 325,230 | 240,320 | |||||||||||||||
26,444 | 0.80 | 30/04/1999 to 29/04/2009 | ||||||||||||||||||
234,439 | 2.86 | 29/10/1999 to 29/10/2009 | ||||||||||||||||||
70,331 | 2.86 | 29/04/2000 to 29/10/2009 | ||||||||||||||||||
410,268 | 14.24 | 06/04/2001 to 06/04/2010 | ||||||||||||||||||
527,487 | 10.12 | 03/10/2001 to 03/10/2010 | ||||||||||||||||||
263,743 | 4.05 | 28/03/2002 to 28/03/2011 | ||||||||||||||||||
263,743 | 4.26 | 15/08/2002 to 15/08/2011 | ||||||||||||||||||
234,439 | 3.46 | 22/02/2003 to 22/02/2012 | ||||||||||||||||||
2,344,391 | 1.86 | 30/08/2003 to 30/08/2012 | ||||||||||||||||||
300,000 | 0.72 | 28/02/2004 to 28/02/2013 | ||||||||||||||||||
700,000 | 1.10 | 29/08/2004 to 29/08/2013 | ||||||||||||||||||
1,000,000 | 1.70 | 27/02/2005 to 27/02/2014 | ||||||||||||||||||
220,000 | 1.02 | 30/07/2004 to 30/07/2014 | ||||||||||||||||||
1,000,000 | 1.16 | 26/08/2006 to 26/08/2015 | ||||||||||||||||||
1,000,000 | 1.21 | 25/08/2007 to 25/08/2016 | ||||||||||||||||||
470,000 | * | 1.07 | 31/08/2008 to 31/08/2017 | |||||||||||||||||
Andre Borrel | 40,000 | 0.72 | 28/02/2004 to 28/02/2008 | 14,840 | — | |||||||||||||||
45,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||||||||||
85,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||||||||||
60,000 | 1.16 | 26/08/2006 to 26/08/2010 | ||||||||||||||||||
70,000 | 1.21 | 25/08/2007 to 25/08/2011 | ||||||||||||||||||
35,000 | * | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||||||
Charles E. Thompson | 25,000 | 0.72 | 28/02/2004 to 28/02/2008 | 14,840 | — | |||||||||||||||
35,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||||||||||
60,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||||||||||
60,000 | 1.16 | 26/08/2006 to 26/08/2010 | ||||||||||||||||||
70,000 | 1.21 | 25/08/2007 to 25/08/2011 | ||||||||||||||||||
35,000 | * | 1.07 | 31/08/2008 to 31/08/2012 |
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Number of | ||||||||||||||||||||
Ordinary Shares | ||||||||||||||||||||
Issuable Upon | Exercise | Number | Number | |||||||||||||||||
Exercise of | Price | of | of | |||||||||||||||||
Directors | Options | S$ | Exercise Period | RSUs(1) | PSUs(2) | |||||||||||||||
Tsugio Makimoto | 60,000 | 1.70 | 27/02/2005 to 27/02/2009 | 14,840 | — | |||||||||||||||
60,000 | 1.16 | 26/08/2006 to 26/08/2010 | ||||||||||||||||||
70,000 | 1.21 | 25/08/2007 to 25/08/2011 | ||||||||||||||||||
35,000 | * | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||||||
Peter Seah Lim Huat | 40,000 | 0.72 | 28/02/2004 to 28/02/2008 | 20,190 | — | |||||||||||||||
45,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||||||||||
85,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||||||||||
85,000 | 1.16 | 26/08/2006 to 26/08/2010 | ||||||||||||||||||
95,000 | 1.21 | 25/08/2007 to 25/08/2011 | ||||||||||||||||||
47,500 | * | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||||||
Tay Siew Choon | 25,000 | 0.72 | 28/02/2004 to 28/02/2008 | 14,840 | — | |||||||||||||||
35,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||||||||||
60,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||||||||||
60,000 | 1.16 | 26/08/2006 to 26/08/2010 | �� | |||||||||||||||||
70,000 | 1.21 | 25/08/2007 to 25/08/2011 | ||||||||||||||||||
35,000 | * | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||||||
Philip Tan Yuen Fah | 85,000 | 1.70 | 27/02/2005 to 27/02/2009 | 20,190 | — | |||||||||||||||
85,000 | 1.16 | 26/08/2006 to 26/08/2010 | ||||||||||||||||||
95,000 | 1.21 | 25/08/2007 to 25/08/2011 | ||||||||||||||||||
47,500 | * | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||||||
Pasquale Pistorio | 60,000 | 1.16 | 26/08/2006 to 26/08/2010 | 14,840 | — | |||||||||||||||
70,000 | 1.21 | 25/08/2007 to 25/08/2011 | ||||||||||||||||||
35,000 | * | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||||||
Steven H. Hamblin | 70,000 | 1.21 | 25/08/2007 to 25/08/2011 | 14,840 | — | |||||||||||||||
35,000 | * | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||||||
Maurizio Ghirga | 35,000 | * | 1.07 | 31/08/2008 to 31/08/2012 | 14,840 | — |
Note: | ||
* | Options that were granted in 2007. | |
(1) | Restricted Share Units, or RSUs granted under the Chartered Semiconductor Manufacturing Ltd Restricted Share Unit Plan 2007. One RSU entitles the holder thereof to one ordinary share upon vesting. RSUs awarded under the RSU Plan are subject to time-based vesting conditions as well as other conditions as may be determined by the ERCC in accordance with the provisions of the RSU Plan. | |
(2) | Performance Share Units, or PSUs granted under the Chartered Semiconductor Manufacturing Ltd Performance Share Unit Plan 2007. One PSU entitles the holder thereof to one ordinary share upon vesting. PSUs granted under the PSU Plan are subject to certain pre-determined conditions and time-based vesting conditions, which are determined by the ERCC at the grant date. The final number of PSUs awarded, if any, will depend on the achievement of those conditions and the PSUs awarded will vest after the third anniversary of the date of grant. |
29
• | the exercise price of the option is at least 110% of the fair market value of an ordinary share on the date of grant; and | ||
• | in the case of an incentive stock option, such option by its terms is not exercisable after the expiration of five years from the date of grant. |
30
31
32
Ordinary Shares(1) | ||||||
Beneficially Owned(2) | ||||||
Shareholders Holding 5% or More(3) | Number | Percentage | ||||
Temasek Holdings (Private) Limited | 1,510,324,883 | 59.47% |
Notes: | ||
(1) | The number of ordinary shares listed in this table includes ordinary shares held in the form of ADSs. | |
(2) | Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to ordinary shares. Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all ordinary shares beneficially owned. | |
(3) | The 1,510,324,883 ordinary shares beneficially owned by Temasek consists of the 1,510,324,883 ordinary shares held by ST Semiconductors out of which 215,000,000 ordinary shares are subject to the terms of a securities lending agreement entered into by ST Semiconductors with a certain financial institution. ST Semiconductors is a wholly-owned subsidiary of Temasek. Temasek may therefore be deemed to beneficially own the shares owned by ST Semiconductors. |
33
% of Issued | ||||||||||
No. | Name of Shareholder | No. of Shares | Share Capital | |||||||
1. | Singapore Technologies Semiconductors Pte Ltd | 1,295,324,883 | 51.00 | |||||||
2. | DBS Nominees Pte Ltd | 398,946,185 | 15.71 | |||||||
3. | Raffles Nominees Pte Ltd | 120,568,235 | 4.75 | |||||||
4. | Citibank Nominees Singapore Pte Ltd | 113,668,398 | 4.48 | |||||||
5. | DBSN Services Pte Ltd | 71,397,945 | 2.81 | |||||||
6. | OCBC Securities Private Ltd | 28,016,315 | 1.10 | |||||||
7. | UOB Kay Hian Pte Ltd | 27,858,000 | 1.10 | |||||||
8. | United Overseas Bank Nominees Pte Ltd | 26,373,538 | 1.04 | |||||||
9. | HSBC (Singapore) Nominees Pte Ltd | 24,549,001 | 0.97 | |||||||
10. | Morgan Stanley Asia (Singapore) Pte Ltd | 17,482,596 | 0.69 | |||||||
11. | DB Nominees (Singapore) Pte Ltd | 11,675,710 | 0.46 | |||||||
12. | OCBC Nominees Singapore Pte Ltd | 10,761,488 | 0.42 | |||||||
13. | HL Bank Nominees (Singapore) Pte Ltd | 7,228,000 | 0.29 | |||||||
14. | Merrill Lynch (Singapore) Pte Ltd | 5,481,467 | 0.22 | |||||||
15. | DBS Vickers Secs (S) Pte Ltd | 3,678,000 | 0.14 | |||||||
16. | Phillip Securities Pte Ltd | 3,661,320 | 0.14 | |||||||
17. | Kim Eng Securities Pte. Ltd. | 3,271,286 | 0.13 | |||||||
18. | Hong Leong Finance Nominees Pte Ltd | 2,908,000 | 0.11 | |||||||
19. | Ong Bee Dee | 2,365,000 | 0.09 | |||||||
20. | Lim Eng Chiow | 2,154,000 | 0.08 | |||||||
GRAND TOTAL | 2,177,369,367 | 85.73 |
Size of Holding | No. of Shareholders | % | No. of Shares | % | ||||||||||||||||
1 | — | 999 | 933 | 2.48 | 287,844 | 0.01 | ||||||||||||||
1,000 | — | 10,000 | 30,158 | 80.08 | 113,227,849 | 4.46 | ||||||||||||||
10,001 | — | 1,000,000 | 6,528 | 17.34 | 219,044,967 | 8.62 | ||||||||||||||
1,000,001 | and above | 39 | 0.10 | 2,207,124,107 | 86.91 | |||||||||||||||
37,658 | 100.00 | 2,539,684,767 | 100.00 |
34
Based upon an initial investment of $100 on December 31, 2002
with dividends reinvested
![(PERFORMANCE GRAPH)](https://capedge.com/proxy/6-K/0001145549-08-000567/u93229u9322923.gif)
Dec | Mar | Jun | Sep | Dec | Mar | Jun | Sep | Dec | Mar | Jun | Sep | Dec | Mar | Jun | Sep | Dec | Mar | Jun | Sep | Dec | |||||||||||||||||||||||||||||||||||||||||||||
02 | 03 | 03 | 03 | 03 | 04 | 04 | 04 | 04 | 05 | 05 | 05 | 05 | 06 | 06 | 06 | 06 | 07 | 07 | 07 | 07 | |||||||||||||||||||||||||||||||||||||||||||||
Chartered Semiconductor Manufacturing Ltd.—ADR | $100 | $88 | $131 | $216 | $256 | $239 | $207 | $153 | $153 | $156 | $195 | $173 | $193 | $245 | $221 | $190 | $212 | $241 | $223 | $188 | $170 | ||||||||||||||||||||||||||||||||||||||||||||
S&P© 500 | $100 | $97 | $112 | $115 | $129 | $131 | $133 | $131 | $143 | $140 | $142 | $147 | $150 | $156 | $154 | $162 | $173 | $174 | $185 | $189 | $183 | ||||||||||||||||||||||||||||||||||||||||||||
S&P© Semiconductors Index | $100 | $106 | $131 | $164 | $198 | $182 | $179 | $136 | $156 | $154 | $168 | $177 | $175 | $167 | $152 | $163 | $160 | $130 | $153 | $161 | $151 | ||||||||||||||||||||||||||||||||||||||||||||
COMPANY SECRETARY
March 28, 2008
35
IMPORTANT
1. | For investors who have used their CPF monies to buy Shares of Chartered Semiconductor Manufacturing Ltd, the Annual Report 2007 is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. | |
2. | This Proxy Form is not valid for use by the following and shall be ineffective for all intents and purposes if used or purported to be used by them: | |
(a) Investors who have used their CPF monies to buy Chartered ordinary Shares. | ||
(b) Holders of Chartered convertible redeemable preference Shares. | ||
3. | CPF Investors who wish to vote should contact their CPF Approved Nominees. |
PROXY FORM – TWENTIETH ANNUAL GENERAL MEETING
I/We, ____________________________________ (Name), of ____________________________________
__________________________________________ (Address) being a member(s) of CHARTERED SEMICONDUCTOR MANUFACTURING LTD (the “Company”) hereby appoint
NRIC/Passport | Proportion of | ||||||||||
Name | Address | Number | Shareholding(%) | ||||||||
and/or (delete as appropriate) | |||||||||||
or failing whom, the Chairman of the Meeting, as my/our proxy, to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Twentieth Annual General Meeting (“Twentieth AGM”) of the Company to be held at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 on April 30, 2008 at 11:00 am (Singapore Time), and at any adjournments thereof.
(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Resolutions as set out in the Notice of the Twentieth AGM and summarised below. In the absence of any specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Twentieth AGM.)
No. | Routine Business — Ordinary Resolutions | For | Against | ||||||||||
1 | To adopt the Audited Accounts of the Company for the year ended December 31, 2007, including the reports of the Directors and the Auditors. | ||||||||||||
2 | (i) | To re-elect Mr. James A. Norling as a Director of the Company pursuant to Article 94 of the Company’s Articles of Association. | |||||||||||
2 | (ii) | To re-elect Mr Chia Song Hwee as a Director of the Company pursuant to Article 94 of the Company’s Articles of Association. | |||||||||||
3 | (a)(i) | To re-appoint Mr. Charles E. Thompson as a Director of the Company to hold office until the next Annual General Meeting pursuant to Section 153(6) of the Companies Act, Chapter 50. | |||||||||||
3 | (a)(ii) | To re-appoint Mr. Andre Borrel as a Director of the Company to hold office until the next Annual General Meeting pursuant to Section 153(6) of the Companies Act, Chapter 50. | |||||||||||
3 | (a)(iii) | To re-appoint Mr. Pasquale Pistorio as a Director of the Company to hold office until the next Annual General Meeting pursuant to Section 153(6) of the Companies Act, Chapter 50. | |||||||||||
3 | (a)(iv) | To re-appoint Mr. Maurizio Ghirga as a Director of the Company to hold office until the next Annual General Meeting pursuant to Section 153(6) of the Companies Act, Chapter 50. | |||||||||||
4 | To re-appoint KPMG as the Company’s Auditors and to authorize the Directors to fix their remuneration. | ||||||||||||
5 | (a) | To approve Directors’ fees of $569,833 for the year ended December 31, 2007. | |||||||||||
5 | (b) | To approve Directors’ fees of up to $585,000 for the year ending December 31, 2008. | |||||||||||
No. | Special Business — Ordinary Resolutions | For | Against | ||||||||||
6 | (a) | To authorize the Directors to allot and issue shares in the capital of the Company pursuant to Section 161 of the Companies Act, Chapter 50. | |||||||||||
6 | (b) | To authorize the Directors to create and issue securities and to allot and issue shares in the capital of the Company in connection therewith pursuant to Section 161 of the Companies Act, Chapter 50. | |||||||||||
No. | Special Business — Ordinary Resolutions | For | Against | ||||||||||
6 | (c) | To authorize the Directors to offer and grant options and to allot and issue additional shares in the capital of the Company pursuant to the Company’s Share Option Plan 1999. | |||||||||||
6 | (d) | To authorize the Directors to offer and grant purchase rights and to allot and issue additional shares in the capital of the Company pursuant to the Company’s Employee Share Purchase Plan 2004. | |||||||||||
6 | (e) | To authorize the Directors to offer and grant purchase rights and to allot and issue additional shares in the capital of the Company pursuant to the Company’s Share Purchase Plan 2004 for Employees of Silicon Manufacturing Partners Pte Ltd. | |||||||||||
6 | (f) | To authorize the Directors to offer and grant restricted share units and to allot and issue additional shares in the capital of the Company pursuant to the Chartered Semiconductor Manufacturing Ltd Restricted Share Unit Plan 2007. | |||||||||||
6 | (g) | To authorize the Directors to offer and grant performance share units and to allot and issue additional shares in the capital of the Company pursuant to the Chartered Semiconductor Manufacturing Ltd Performance Share Unit Plan 2007. | |||||||||||
No. | Special Business — Special Resolution | For | Against | ||||||||||
7 | To approve the alterations to the Articles of Association of the Company. | ||||||||||||
Dated this _________day of _______________2008.
Total Number of Shares Held | ||||
| ||||
IMPORTANT
Please read Notes below.
NOTES:
1. | Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50), you should insert that number of Shares. If you have Shares registered in your name in the Register of Shareholders (Members), you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Shareholders, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Shareholders. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. | |||
2. | A shareholder of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote instead of him. A proxy need not be a member of the Company. | |||
3. | Where a shareholder appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. | |||
4. | The instrument appointing a proxy or proxies must be deposited at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 not less than 48 hours before the time appointed for the Twentieth AGM, or any adjournments thereof. | |||
5. | The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorized. | |||
6. | A corporation which is a shareholder may authorize by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Twentieth AGM, in accordance with Section 179 of the Companies Act, Chapter 50. |
GENERAL:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the shareholder, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Twentieth AGM, or any adjournments thereof, as certified by The Central Depository (Pte) Limited to the Company.