Table of Contents
Exhibit 99.3
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
Supplementary Information for the Year Ended December 31, 2008
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
AND SUBSIDIARIES
AND SUBSIDIARIES
INDEX
Page Number | ||||
S-1 | ||||
S-13 | ||||
S-14 |
Table of Contents
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
FOR THE YEAR ENDED DECEMBER 31, 2008
Directors’ Report
We are pleased to submit this annual report to the members of the Company together with the audited unconsolidated and consolidated financial statements for the year ended December 31, 2008.
Directors
The directors in office at the date of this report are as follows:-
James A. Norling | (Chairman) | |
Chia Song Hwee | (President and CEO) | |
Philip Tan Yuen Fah | (Chairman of Audit Committee) | |
Andre Borrel | ||
Charles E Thompson | ||
Tay Siew Choon | ||
Peter Seah Lim Huat | ||
Pasquale Pistorio | ||
Steven Hugh Hamblin | ||
Maurizio Ghirga |
Directors’ Interests
According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter 50 (the “Act”), particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and infant children) in shares, debentures, warrants and share options of the Company and in related corporations are as follows:
At beginning | ||||||||
of the year/ | At end of | |||||||
date of appointment | the year | |||||||
The Company — Ordinary shares fully paid | ||||||||
James A. Norling | 36,000 | 94,480 | ||||||
Chia Song Hwee | 274,018 | 382,428 | ||||||
Andre Borrel | 36,060 | 81,000 | ||||||
Charles E Thompson | 75,750 | 105,690 | ||||||
Peter Seah Lim Huat | — | 6,730 | ||||||
Tay Siew Choon | — | 4,940 | ||||||
Philip Tan Yuen Fah | — | 6,730 | ||||||
Pasquale Pistorio | 2,500,000 | 2,504,940 | ||||||
Steven Hugh Hamblin | 10,000 | 14,940 | ||||||
Maurizio Ghirga | — | 4,940 |
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
At beginning | ||||||||||||||||
of the year/ | ||||||||||||||||
date of | At end of | Exercise | Exercise | |||||||||||||
appointment | the year | price | period | |||||||||||||
S$ | ||||||||||||||||
The Company — Options to subscribe for ordinary shares | ||||||||||||||||
James A. Norling | 1,172,195 | 1,172,195 | 3.88 | 01/05/2002 to 01/05/2012 | ||||||||||||
50,000 | — | 0.72 | 28/02/2004 to 28/02/2008 | |||||||||||||
60,000 | — | 1.10 | 29/08/2004 to 29/08/2008 | |||||||||||||
110,000 | 110,000 | 1.70 | 27/02/2005 to 27/02/2009 | |||||||||||||
110,000 | 110,000 | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||||||
120,000 | 120,000 | 1.21 | 25/08/2007 to 25/08/2011 | |||||||||||||
60,000 | 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 | ||||||||||||
26,444 | 26,444 | 0.80 | 30/04/1999 to 29/04/2009 | |||||||||||||
234,439 | 234,439 | 2.86 | 29/10/1999 to 29/10/2009 | |||||||||||||
70,331 | 70,331 | 2.86 | 29/04/2000 to 29/10/2009 | |||||||||||||
410,268 | 410,268 | 14.24 | 06/04/2001 to 06/04/2010 | |||||||||||||
527,487 | 527,487 | 10.12 | 03/10/2001 to 03/10/2010 | |||||||||||||
263,743 | 263,743 | 4.05 | 28/03/2002 to 28/03/2011 | |||||||||||||
263,743 | 263,743 | 4.26 | 15/08/2002 to 15/08/2011 | |||||||||||||
234,439 | 234,439 | 3.46 | 22/02/2003 to 22/02/2012 | |||||||||||||
2,344,391 | 2,344,391 | 1.86 | 30/08/2003 to 30/08/2012 | |||||||||||||
300,000 | 300,000 | 0.72 | 28/02/2004 to 28/02/2013 | |||||||||||||
700,000 | 700,000 | 1.10 | 29/08/2004 to 29/08/2013 | |||||||||||||
1,000,000 | 1,000,000 | 1.70 | 27/02/2005 to 27/02/2014 | |||||||||||||
220,000 | 220,000 | 1.02 | 30/07/2004 to 30/07/2014 | |||||||||||||
1,000,000 | 1,000,000 | 1.16 | 26/08/2006 to 26/08/2015 | |||||||||||||
1,000,000 | 1,000,000 | 1.21 | 25/08/2007 to 25/08/2016 | |||||||||||||
470,000 | 470,000 | 1.07 | 31/08/2008 to 31/08/2017 | |||||||||||||
Andre Borrel | 40,000 | — | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||||
45,000 | — | 1.10 | 29/08/2004 to 29/08/2008 | |||||||||||||
85,000 | 85,000 | 1.70 | 27/02/2005 to 27/02/2009 | |||||||||||||
60,000 | 60,000 | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||||||
70,000 | 70,000 | 1.21 | 25/08/2007 to 25/08/2011 | |||||||||||||
35,000 | 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 | ||||||||||||
35,000 | — | 1.10 | 29/08/2004 to 29/08/2008 | |||||||||||||
60,000 | 60,000 | 1.70 | 27/02/2005 to 27/02/2009 | |||||||||||||
60,000 | 60,000 | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||||||
70,000 | 70,000 | 1.21 | 25/08/2007 to 25/08/2011 | |||||||||||||
35,000 | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 |
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
At beginning | ||||||||||||||||
of the year/ | ||||||||||||||||
date of | At end of | Exercise | Exercise | |||||||||||||
appointment | the year | price | period | |||||||||||||
S$ | ||||||||||||||||
Peter Seah Lim Huat | 40,000 | — | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||||
45,000 | — | 1.10 | 29/08/2004 to 29/08/2008 | |||||||||||||
85,000 | 85,000 | 1.70 | 27/02/2005 to 27/02/2009 | |||||||||||||
85,000 | 85,000 | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||||||
95,000 | 95,000 | 1.21 | 25/08/2007 to 25/08/2011 | |||||||||||||
47,500 | 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 | ||||||||||||
35,000 | — | 1.10 | 29/08/2004 to 29/08/2008 | |||||||||||||
60,000 | 60,000 | 1.70 | 27/02/2005 to 27/02/2009 | |||||||||||||
60,000 | 60,000 | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||||||
70,000 | 70,000 | 1.21 | 25/08/2007 to 25/08/2011 | |||||||||||||
35,000 | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||
Philip Tan Yuen Fah | 85,000 | 85,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||||
85,000 | 85,000 | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||||||
95,000 | 95,000 | 1.21 | 25/08/2007 to 25/08/2011 | |||||||||||||
47,500 | 47,500 | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||
Pasquale Pistorio | 60,000 | 60,000 | 1.16 | 26/08/2006 to 26/08/2010 | ||||||||||||
70,000 | 70,000 | 1.21 | 25/08/2007 to 25/08/2011 | |||||||||||||
35,000 | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||
Steven Hugh Hamblin | 70,000 | 70,000 | 1.21 | 25/08/2007 to 25/08/2011 | ||||||||||||
35,000 | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 | |||||||||||||
Maurizio Ghirga | 35,000 | 35,000 | 1.07 | 31/08/2008 to 31/08/2012 |
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
The Company — Restricted Share Units (RSUs) *
At beginning | ||||||||
of the year/ | ||||||||
date of | At end of | |||||||
appointment | the year | |||||||
James A. Norling | 25,450 | 87,890 | ||||||
Chia Song Hwee | 325,230 | 816,820 | ||||||
Andre Borrel | 14,840 | 49,800 | ||||||
Charles E Thompson | 14,840 | 49,220 | ||||||
Peter Seah Lim Huat | 20,190 | 48,570 | ||||||
Tay Siew Choon | 14,840 | 40,090 | ||||||
Philip Tan Yuen Fah | 20,190 | 48,570 | ||||||
Pasquale Pistorio | 14,840 | 38,690 | ||||||
Steven Hugh Hamblin | 14,840 | 52,730 | ||||||
Maurizio Ghirga | 14,840 | 52,730 |
(*) | RSUs will vest in accordance with the terms and conditions of the RSU Plan as disclosed under “Share-Based Compensation Plans”. |
The Company — Performance Share Units (PSUs) **
At beginning | ||||||||
of the year/ | ||||||||
date of | At end of | |||||||
appointment | the year | |||||||
Chia Song Hwee | 240,320 | 516,730 |
(**) | PSUs will vest in accordance with the terms and conditions of the PSU Plan as disclosed under “Share-Based Compensation Plans”. |
Related Corporations
At beginning | ||||||||
of the year/ | ||||||||
date of | At end of | |||||||
appointment | the year | |||||||
Global Crossing Limited — common stock of US$0.01 each | ||||||||
Peter Seah Lim Huat | 7,771 | 13,532 |
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
At beginning | ||||||||||||||||
of the year/ | ||||||||||||||||
date of | At end of | Exercise | Exercise | |||||||||||||
appointment | the year | price | period | |||||||||||||
US$ | ||||||||||||||||
Global Crossing Limited — Options to subscribe for common stocks of US$0.01 each | ||||||||||||||||
Peter Seah Lim Huat | 40,000 | 40,000 | 10.16 | 12/01/2005 to 12/01/2014 |
At beginning | ||||||||||||
of the year/ | ||||||||||||
date of | At end of | |||||||||||
appointment | the year | Vesting period | ||||||||||
Global Crossing Limited — Restricted stock units of common stock of US$0.01 each | ||||||||||||
�� | ||||||||||||
Peter Seah Lim Huat | 4,125 | 2,250 | 08/03/2005 to 08/03/2009 | |||||||||
2,420 | — | 12/06/2008 | ||||||||||
— | 4,176 | 24/06/2009 |
At beginning | ||||||||
of the year/ | ||||||||
date of | At end of | |||||||
appointment | the year | |||||||
Singapore Computer Systems Limited — Ordinary shares fully paid | ||||||||
Tay Siew Choon | 971,000 | — | ||||||
Singapore Telecommunications Limited — Ordinary shares fully paid | ||||||||
Chia Song Hwee | 1,610 | 1,610 | ||||||
Peter Seah Lim Huat | 3,040 | 3,040 | ||||||
Tay Siew Choon | 2,850 | 2,850 | ||||||
Philip Tan Yuen Fah | 3,220 | 3,220 | ||||||
Singapore Technologies Engineering Ltd — Ordinary shares fully paid | ||||||||
Philip Tan Yuen Fah | 20,000 | 65,000 | ||||||
Peter Seah Lim Huat | 307,500 | 307,500 |
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
At beginning | ||||||||||||||||
of the year/ | ||||||||||||||||
date of | At end of | Exercise | Exercise | |||||||||||||
appointment | the year | price | period | |||||||||||||
S$ | ||||||||||||||||
Singapore Technologies Engineering Ltd — Options to subscribe for ordinary shares | ||||||||||||||||
Peter Seah Lim Huat | 11,125 | 11,125 | 2.09 | 10/02/2005 to 09/02/2009 | ||||||||||||
11,125 | 11,125 | 2.12 | 11/08/2005 to 10/08/2009 | |||||||||||||
22,250 | 22,250 | 2.37 | 08/02/2006 to 07/02/2010 | |||||||||||||
22,250 | 22,250 | 2.57 | 11/08/2006 to 10/08/2010 | |||||||||||||
33,375 | 33,375 | 3.01 | 10/02/2007 to 09/02/2011 | |||||||||||||
33,375 | 33,375 | 2.84 | 11/08/2007 to 10/08/2011 | |||||||||||||
44,500 | 44,500 | 3.23 | 16/03/2008 to 15/03/2012 | |||||||||||||
44,500 | 44,500 | 3.61 | 11/08/2008 to 10/08/2012 | |||||||||||||
Philip Tan Yuen Fah | 27,500 | — | 1.79 | 07/02/2004 to 06/02/2008 | ||||||||||||
27,500 | — | 1.86 | 12/08/2004 to 11/08/2008 |
At beginning | ||||||||
of the year/ | ||||||||
date of | At end of | |||||||
appointment | the year | |||||||
Singapore Technologies Engineering Ltd — Restricted Shares | ||||||||
Peter Seah Lim Huat | — | 30,500 | ||||||
Singapore Food Industries Limited — Ordinary shares fully paid | ||||||||
Tay Siew Choon | 676,000 | 676,000 | ||||||
Philip Tan Yuen Fah | 280,000 | 280,000 |
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
At beginning | ||||||||||||||||
of the year/ | ||||||||||||||||
date of | At end of | Exercise | Exercise | |||||||||||||
appointment | the year | price | period | |||||||||||||
S$ | ||||||||||||||||
Singapore Food Industries Limited — Options to subscribe for ordinary shares | ||||||||||||||||
Philip Tan Yuen Fah | 70,000 | — | 0.760 | 05/08/2004 to 04/08/2008 | ||||||||||||
70,000 | 70,000 | 0.800 | 10/06/2005 to 09/06/2009 | |||||||||||||
70,000 | 70,000 | 0.990 | 13/06/2006 to 12/06/2010 | |||||||||||||
70,000 | 70,000 | 0.920 | 11/08/2007 to 10/08/2011 | |||||||||||||
80,000 | 80,000 | 0.890 | 31/07/2008 to 30/07/2012 | |||||||||||||
— | 80,000 | 0.783 | 06/08/2009 to 05/08/2013 |
At beginning | ||||||||
of the year/ | ||||||||
date of | At end of | |||||||
appointment | the year | |||||||
SMRT Corporation Ltd — Ordinary shares fully paid | ||||||||
Tay Siew Choon+ | 30,000 | 30,000 | ||||||
StarHub Ltd — Ordinary shares fully paid | ||||||||
Peter Seah Lim Huat | 147,560 | 447,560 |
At beginning | ||||||||||||||||
of the year/ | ||||||||||||||||
date of | At end of | Exercise | Exercise | |||||||||||||
appointment | the year | price | period | |||||||||||||
S$ | ||||||||||||||||
StarHub Ltd — Options to subscribe for ordinary shares | ||||||||||||||||
Peter Seah Lim Huat | 6,250 | 6,250 | 0.985 | 27/11/2005 to 26/11/2009 | ||||||||||||
8,500 | 8,500 | 1.520 | 31/05/2006 to 30/05/2010 |
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
At beginning | ||||||||
of the year/ | ||||||||
date of | At end of | |||||||
appointment | the year | |||||||
StarHub Ltd — Conditional award granted under the Restricted Stock Plan | ||||||||
Peter Seah Lim Huat | 17,200 | 36,200 | ||||||
STATS ChipPAC Ltd — Ordinary shares fully paid | ||||||||
Peter Seah Lim Huat | — | 6,900 |
At beginning | ||||||||||||||||
of the year/ | ||||||||||||||||
date of | At end of | Exercise | Exercise | |||||||||||||
appointment | the year | price | period | |||||||||||||
S$ | ||||||||||||||||
STATS ChipPAC Ltd — Options to subscribe for ordinary shares | ||||||||||||||||
Peter Seah Lim Huat | 70,000 | 70,000 | 1.99 | 06/08/2004 to 05/08/2013 | ||||||||||||
35,000 | 35,000 | 1.91 | 17/02/2005 to 16/02/2014 |
At beginning | ||||||||||||
of the year/ | ||||||||||||
date of | At end of | |||||||||||
appointment | the year | Vesting period | ||||||||||
STATS ChipPAC Ltd — Restricted Share Units (RSUs) | ||||||||||||
Peter Seah Lim Huat | 20,700 | 13,800 | 16/02/2008 to 16/02/2010 |
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
At beginning | ||||||||
of the year/ | ||||||||
date of | At end of | |||||||
appointment | the year | |||||||
Telechoice International Limited — Ordinary shares fully paid | ||||||||
Peter Seah Lim Huat | 50,000 | 50,000 | ||||||
Tay Siew Choon | 60,000 | 60,000 | ||||||
Vertex Investment (II) Ltd — Ordinary shares fully paid | ||||||||
Tay Siew Choon* | 2 | — | ||||||
Vertex Technology Fund Ltd — Ordinary shares fully paid | ||||||||
Tay Siew Choon++ | 20 | — | ||||||
Vertex Technology Fund (II) Ltd — Ordinary shares fully paid | ||||||||
Tay Siew Choon+++ | 500 | — | ||||||
Vertex Technology Fund (II) Ltd — Redeemable preference shares fully paid | ||||||||
Tay Siew Choon+++ | 500 | — |
* | Held in the name of United Overseas Bank Trustee Limited | |
+ | Held in the name of DBS Nominees (Private) Limited | |
++ | Held in the name of HSBC Trustee (Singapore) Limited | |
+++ | Held in the name of DBS Vickers Securities Nominees (Singapore) Pte Ltd |
S-9
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
Except as disclosed in this report, no director who held office at the end of the financial year had an interest in shares, debentures, warrants or share options of the Company, or of related corporations, either at the beginning of the financial year, or date of appointment if later, or at the end of the financial year.
Except as disclosed in this report and in the accompanying financial statements, neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose object is to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
Directors’ Interests in Contracts
During the financial year, one of the directors of the Company received advisory fees from a related company in his capacity as Corporate Advisor to the company for provision of strategic, organizational and corporate finance advisory services.
Except as disclosed in this report and in the accompanying financial statements, since the end of the last financial year, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest.
Share-Based Compensation Plans
(i) | 1999 Option Plan |
During the financial year, the Company granted a total of 1,120,000 options to eligible participants pursuant to the Chartered Semiconductor Manufacturing Ltd Share Option Plan 1999 (the “1999 Option Plan”). The exercise prices of these options range from S$0.26 to S$0.92. The expiration dates of the options range from May 16, 2018 to October 24, 2018.
The options granted by the Company do not entitle the holders of the options, by virtue of such holding, to any rights to participate in any share issue of any other company.
The Company issued a total of 372,302 fully paid ordinary shares pursuant to the exercise of options granted under the 1999 Option Plan at exercise prices ranging from S$0.72 to S$0.87 for cash during the financial year.
At the end of the financial year, the number of unissued shares of the Company under option in relation to the 1999 Option Plan was 105,478,447. The exercise prices of these options range from S$0.26 to S$14.24. The expiration dates of the options range from February 27, 2009 to October 24, 2018.
The basis upon which the option may be exercised and other details of the Company’s 1999 Option Plan are set out in the accompanying consolidated financial statements.
The 1999 Option Plan expired on January 28, 2009.
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
(ii) | ESPP 2004 Plans |
During the financial year, the Company issued a total of 1,942,130 fully paid ordinary shares pursuant to the Chartered Semiconductor Manufacturing Ltd Employee Purchase Plan 2004 (the “Chartered ESPP 2004”) and the share purchase plan for the employees of Silicon Manufacturing Partners Pte Ltd (the “SMP ESPP 2004”), collectively “ESPP 2004 Plans” at prices from S$0.47 to S$0.70.
The basis upon which the shares are issued and other details of the Company’s ESPP 2004 Plans are set out in the accompanying consolidated financial statements.
In February 2009, the Company’s Board of Directors terminated the ESPP 2004 Plans with effect from March 1, 2009.
(iii) | RSU Plan and PSU Plan |
In April 2007, the Company’s shareholders approved the “Chartered Semiconductor Manufacturing Ltd Restricted Share Unit Plan 2007” (the “RSU Plan”) and the “Chartered Semiconductor Manufacturing Ltd Performance Share Unit Plan 2007” (the “PSU Plan”), under which restricted share units (“RSUs”) and performance share units (“PSUs”) in respect of ordinary shares in the capital of the Company will, respectively, be granted, free of payment, to selected employees.
RSU Plan
The RSU Plan is a share-based incentive designed to reward, retain and motivate the Company’s employees. The RSU Plan also extends to employees of Silicon Manufacturing Partners Pte Ltd (“SMP”), an associated company of the Company. Each RSU will entitle the holder to one ordinary share of the Company. The RSUs awarded will vest equally on each of the anniversaries of the grant date of the award until the end of the vesting period (each such date, a “Vesting Date”), and ordinary shares will be issued provided the employee remains employed by the Company through such anniversary dates; otherwise the unvested RSUs will be forfeited.
During the financial year, a total of 9,051,570 RSUs were granted by the Company. These RSUs have a vesting schedule of three years. As at the end of the financial year, 11,328,030 RSUs remained outstanding as 1,784,050 RSUs were vested or forfeited during the period from the date of grant to December 31, 2008.
The RSUs granted by the Company do not entitle the holders of the RSUs, by virtue of such holding, to any rights to participate in any share issue of any other company.
PSU Plan
The PSU Plan is a share-based incentive for senior executives in key positions who are able to drive the strategic direction and performance of the Company. Each PSU will entitle the holder to one ordinary share of the Company. The PSUs awarded will generally vest at the end of the requisite service period and vesting of the awards is contingent upon the achievement of certain pre-determined conditions which will be established at the grant date. Ordinary shares will be issued provided the employee remains employed by the Company at the end of the requisite service period.
During the financial year, a total of 2,706,190 base number of PSUs that may be awarded at the end of a three-year vesting period were granted. As at the end of the financial year, 4,719,050 PSUs remained outstanding as 302,770 PSUs were forfeited during the period from the date of grant to December 31, 2008.
The PSUs granted by the Company do not entitle the holders of the PSUs, by virtue of such holding, to any rights to participate in any share issue of any other company.
Other details of the RSU Plan and the PSU Plan are set out in the accompanying consolidated financial statements.
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
DIRECTORS’ REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
Except as set out above and in the accompanying financial statements:
(i) | during the financial year, there were no options granted by the Company or its subsidiaries to any person to take up unissued shares in the Company or its subsidiaries; | |
(ii) | during the financial year, there were no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries; and | |
(iii) | as at the end of the financial year, there were no unissued shares of the Company or its subsidiaries under options granted by the Company or its subsidiaries. |
Audit Committee
The financial statements, accounting policies and system of internal accounting controls are the responsibility of the Board of Directors acting through the Audit Committee. The Committee met during the year to review the scope of work of the internal auditors and of the statutory auditors, and the results arising therefrom, including their evaluation of the system of internal controls. It has full authority and the discretion to invite any director or executive officer to attend its meetings. The Audit Committee also recommends the appointment of the external auditors and reviews the level of audit and non-audit fees. The Committee reviewed the independence of the statutory auditors, as well as the assistance given by the Company’s officers to the auditors. The announcements of results and the audited financial statements were reviewed by the Committee prior to their submission to the directors of the Company for adoption.
The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended to the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company.
Auditors
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.
On behalf of the Board of Directors
JAMES A. NORLING
Chairman
Chairman
CHIA SONG HWEE
President and CEO
President and CEO
Singapore
February 27, 2009
February 27, 2009
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
STATEMENT BY DIRECTORS
FOR THE YEAR ENDED DECEMBER 31, 2008
In our opinion:
(a) | the financial statements set out on pages F-2 to F-53, F-55 and F-56 are drawn up so as to give a true and fair view of the consolidated and unconsolidated state of affairs of the Company as at December 31, 2008 and of the consolidated results of the business, consolidated and unconsolidated changes in equity and consolidated cash flows of the Company for the year ended on that date; and | |
(b) | at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. |
The Board of Directors has authorized these financial statements for issue on the date of this statement.
On behalf of the Board of Directors
JAMES A. NORLING
Chairman
Chairman
CHIA SONG HWEE
President and CEO
President and CEO
Singapore
February 27, 2009
February 27, 2009
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders of Chartered Semiconductor Manufacturing Ltd.:
We have audited the financial statements of Chartered Semiconductor Manufacturing Ltd (the “Company”) and subsidiaries (the “Group”) which comprise the balance sheets of the Group and the Company as of December 31, 2008 and 2007, and the statements of operations, comprehensive income (loss), shareholders’ equity and cash flows of the Group for each of the years in the three-year period ended December 31, 2008 and have issued our reports thereon dated February 27, 2009.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion:
(a) | the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50 (the “Act”) to give a true and fair view of the state of affairs of the Group and of the Company as at December 31, 2008 and of the statements of operations, comprehensive income (loss), shareholders’ equity and cash flows of the Group for the year ended on that date; and | |
(b) | the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. |
KPMG LLP
Public Accountants and
Certified Public Accountants
Public Accountants and
Certified Public Accountants
Singapore
February 27, 2009
February 27, 2009
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