INVESTORS

UMC Corporate Governance Policy

UMC's corporate governance framework is based on Taiwan's Company Act, Securities and Exchange Act, and other related laws and regulations. Moreover, UMC refers to corporate governance practices in order to establish an effective corporate governance framework.

UMC advocates an effective corporate governance framework to protect the rights and interests of shareholders, strengthen the powers of the Board of Directors, fulfill the function of Audit Committee, respect the rights and interests of stakeholders, and enhance information transparency. Operating with ethical corporate management is a best practice principle that helps fulfill UMC's social responsibility. UMC also expects to realize sustainable management and improve business performance through a comprehensive management system.

Board of Directors

Name

Title

Education

Experience

Stan Hung

Chairman

Bachelor of Accounting, Tamkang University

-

Chairman of United Microelectronics Corporation

-

Director of Crystalwise Technology Inc.

-

Director of Epistar Corporation

Chun-Yen Chang

Independent Director

Ph.D. of Electronics Engineering, National Chiao Tung University

-

Foreign Associate, National Academy of Engineering, U.S.A.

-

Academician, Academia Sinica

-

Principle, National Chiao Tung University

Chung -Laung Liu

Independent Director

Sc. D. of Massachusetts Institute of Technology

-

Academician, Academia Sinica

-

Honorary Chair Professor, National Tsing Hua University

-

Principle, National Tsing Hua University

Paul S.C. Hsu

Independent Director

Ph.D. of Business Administration, University of Michigan

-

Chair Professor & University Professor, Yuan Ze University

-

Chairman, Social Ethics Association(SEA)

-

Founding Dean of College of Management, National Taiwan University

Cheng-Li Huang

Independent Director

Ph.D. of Business School, the University of Warwick

-

Professor of Accounting, Tamkang University

-

CEO of Tamkang Accounting Education Foundation Publisher of Journal of Contemporary Accounting

-

Controller, Tamkang University

Ting-Yu Lin

Director

Master of International Finance, Meiji University

- Chairman, Sunrox International Inc.

Jann-Hwa Shyu

Director
Silicon Integrated Systems Corp. Representatives

Master of Chemical Engineering, National Cheng Kung University

-

Senior Vice President, United Microelectronics Corporation

Po-Wen Yen

Director Hsun Chieh Investment Co., Ltd. Representatives

Master of Chemical Engineering, National Taiwan University

- CEO, United Microelectronics Corporation

Wen-Yang Chen

Director UMC Science and Culture Foundation Representatives

Master of Electronics Engineering, National Chiao Tung University

- Chairman, Wavetek Microelectronics Corporation

>
Election of Directors
 

The Company shall have nine (9) to eleven (11) directors who serve a term of three years, elected at a shareholders' meeting from persons of legal capacity through a nominating system adopted in 2006. A director may be re-elected.

At least three (3) directors or one-fifth of all directors, whichever is higher, shall be independent directors. Their qualifications, shareholding limitations, whether or not they concurrently serve in other positions, methods of nomination and election, and other related matters shall be subject to applicable laws.

According to Article 192-1 of the "ROC Company Law", UMC announced on March 27, 2012 the period for accepting the nomination of director candidates (including independent directors), the number of directors to be elected, the place designated for accepting the roster of director nominees, and other necessary matters. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for directors in writing. Any shareholder qualified to nominate may submit nominee(s) to the director, and shall send, during the nomination period from April 6 to April 16, 2012, the name, educational background and past work experience of the nominee(s), a letter signed by each nominee consenting to act as director if elected, a written statement issued by each nominee assuring that he/she is not prohibited from acting under any of the circumstances set forth in Article 30 of the ROC Company Law, and other relevant documents signed and provided by each nominee to UMC via registered mail sent to the Finance Division of the company. There were no nominations from stockholders except those from the board meeting during the nomination period.

 
 
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Directors' Professional Knowledge and Independence Information
 
>
List of Directors Elected
>
Convention Rules for Meetings of Board of Directors

Audit Committee

The Audit Committee assists the Board of Directors in performing its supervision functions. It is also responsible for tasks defined by the Company Act, Securities and Exchange Act and other relevant regulations. Since UMC is listed on the NYSE, it also has to comply with the U.S. regulations regarding foreign issuers. The Audit Committee is comprised of all four independent directors. Paul S. C. Hsu and Cheng-Li Huang qualify as audit committee financial experts. The Committee shall meet at least once every quarter, and may be convened any time if necessary.

The Committee's duty and responsibility includes the following items: supervising the financial reporting of the Company, internal audit, internal control of the Company, material transactions of assets and derivatives, loans, endorsements, guarantees, engaging and removing the Company's independent auditors and accessing such auditors' compensation and independence, and appointing or removing managers of finance, accounting and internal audit divisions. The Committee is also responsible for dealing with any whistleblower cases received and periodically reviewing the Company's compliance with government law, documentation that involves government agencies, and the compliance of the employees' Code of Conduct. The Committee may also engage an attorney, certified public accountant, or other professional to assist them in exercising the Committee's duties. For further information regarding UMC's audit committee charter, please click on the link below.

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link to Audit Committee Charter

Remuneration Committee

The goal of Remuneration Committee's operation is to strengthen corporate governance and risk control, and to evaluate and monitor the Company's remuneration system for its directors and managers while considering the provision of incentives to facilitate talent retention. The committee shall be composed of all the Company's independent directors, and convene meetings accordance with the laws.

> link to Remuneration Committee Charter

Capital Budget Committee

The Capital Budget Committee shall comprise of members from the Company's independent directors and non-executive directors. The Committee's goal includes review of the Company's capital expenditure budget, with the intent to strengthen long-term corporate strategy, financial planning and business performance.

> link to Capital Budget Committee Charter
Gov
Full Version

> Download UMC Corporate Governance Statement (pdf, 32kb)


Individual Sections

> The Board of Directors' Responsibilities and Meetings
> Audit Committee's Responsibilities
> Structure of the Board of Directors


> Download Articles of Incorporation of UMC (pdf, 70kb)
> Download the UMC Loan Procedure (pdf, 33kb)
> Download the UMC Endorsements and Guarantees Procedure (pdf, 43kb)
> Download the UMC Financial Derivatives Transaction Procedure (pdf, 34kb)
> Download the UMC Acquisition or Disposal of Assets Procedure (pdf, 73kb)
> Download the UMC Code of Ethics for Directors and Officers(pdf, 38kb)
> Download the UMC Employee Code of Conduct (pdf, 22kb)
> Download the UMC’s “Corporate Governance Self-Assessment Report” (Chinese version only) announced on TWSE's MOPS (Market Observation Post System)
Query Path: MOPS →Corporate Governance →Corporate Governance Self-Assessment Report, the company code is 2303
URL : http://newmops.twse.com.tw/mops/web/t100sb10
> The differences between the UMC's corporate governance practices and those required of domestic companies under NYSE listing standards

Taxation is not only a legal obligation imposed on businesses, but is also an element of corporate social responsibility. Our objective is full compliance with tax disclosure and filing obligations in all jurisdictions as well as delivering the best possible return to our shareholders. Our tax strategy mainly focuses on the key items below:
1. Full compliance and integrity in reporting and filing.
2. Shareholder value maximization.
3. Potential risk control and management
4. Strict enforcement of company rules and regulations followed by transaction tracking.

> Code of Conduct violations can be reported by e-mail or phone:
Email: whistleblower@umc.com
Phone: 0800-024-399 (toll free) or 03-5782258 ext.31425

Please note that all information is governed by the following Terms & Conditions.

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