|Hsinchu, Taiwan, Jan. 2, 2006 íV The main institutional shareholders of Vanguard International Semiconductor Corporation(VIS) are Taiwan Semiconductor Manufacturing Corporation (TSMC, 27.2% shareholdings) and Development Fund of Executive Yuan(26.9% shareholdings). VIS' Board of Directors consists of seven members. They are Ms. K.C. Chen and Mr. Ching-I Eli Wang(Representatives of TSMC), Mr. Bill C. Huang and Mr. Lai-Shou Su(Representatives of Development Fund of Executive Yuan), Mr. Y.G. Quintin Wu(Representative of USI Investment Co., Ltd.), Mr. Lu-Pao Hsu(Independent Director), and Mr. S.J. Paul Chien(Chairman of VIS). VIS' Supervisors include Mr. Jen-Chau Wendell Huang(Representative of TSMC) and Ms. Alice Chou(Representative of Development Fund of Executive Yuan).
To further enhance its supervision responsibilities and management systems, VIS set up three committees of Audit Committee, Corporate Governance and Nomination Committee and Compensation Committee. Any resolution should be made by Board or Committee rather than a single Board Director's decision.
To clarify any possible public misunderstanding regarding recent incorrect news reports on VIS' management changes, VIS today makes the following statements:
1. In order to further comply with the corporate governance regulations, VIS' Board has accepted Mr. S.J. Paul Chien's resignation from his duty as the President of VIS, effective December 2 2005. The Board has appointed Mr. George Liu, Vice President of Corporate Development to be the Acting President and Company's Spokesman until the new president takes office.
The Board has also set up a team to look for new President candidates. The team members include Mr. Y.G. Quintin Wu, Mr. Lu-Pao Hsu, and Mr. S.J. Paul Chien.
2. The Audit Committee has discovered abnormal internal operation process during the next half year of 2005 and has reported to the Board in August 25 2005. After Board Directors' agreement, the Board outsourced Deloitte Touche and Baker & McKenzie for further internal auditing research and analysis.
According to the two reports from Deloitte Touche and Baker & McKenzie, they concluded that Mr. Daniel Chen was not suitable for his duty as the VP of Administration and General Counsel. The Board decided to end the employment with Mr. Daniel Chen, effective December 2 2005. The Company will take any necessary legal action to protect the Company and shareholders' interests.
3. In addition, VIS will continue to strive for better performance in a more prudent way to maintain its competitiveness and profitability to assure the best return of investment to its shareholders.