Conclusions of the board meeting: (January 1, 2010 to March 31, 2011) by bWgKuFy

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									  The Key Resolutions of the 18th-Session Board of Directors (Jan. 1, 2010 – Mar. 31, 2011)
The 18th Session                 Proposals Reviewed                                     Resolutions
  8th meeting      The aircraft rental payment discrepancy case     The decision not to file for appeal was reached
                   to be filed for appeal                           after a thorough discussion among all attending
                                                                    directors. (Two directors, Cho-Ping Lee and
                                                                    Tso-Liang Ko, supported the appeal.)
  9th meeting      1. Setting the agenda, date,     time, and        Items [1, 2, 3, 4, 5]: Approved by all attending
                       location for the 2010 general meeting of        directors without objection upon the
                       shareholders                                    chairman's inquiry.
                   2. Amendment to the "Articles of                  Item [6]: Approved with amendments by all
                       Incorporation"                                  attending directors upon the chairman's
                   3. 2009 business report                             inquiry. (Two directors, Chia-Juch Chang and
                   4. 2009 financial statements and consolidated       Ching-Yen Tsai excused themselves from the
                       financial statements                            room before the proposal was put forward and
                   5. 2009 proposal for the appropriation of loss      returned after the discussion was finished and a
                   6. Proposal of offering three-plane hanger as       decision reached.     At the time, Chia-Juch
                       mortgage collateral to borrow fund from         Chang was a supervisor of China Development
                       the China Development Industrial Bank           Financial Holding Corp. and Ching-Yen Tsai
                   7. 2009 statement on internal control system        was an independent director.)
                       and evaluation of validity                    Item [7]: Approved by all attending directors
                                                                       without objection upon the chairman's inquiry.
    th
 10 meeting        1. Proposal to amend the "Rules Governing         Item [1]: (1) Article 5 is to be kept intact; (2)
                       the Conduct of Shareholders Meetings"           Article 18 is approved to be amended as
                   2. Proposal to amend the "Procedures for            proposed; changing "shall be kept on file
                       Loaning of Funds to Other Parties"              indefinitely" in paragraph 1 to "shall be
                   3. Proposal to amend the "Procedures for            properly kept on file indefinitely"; and "...
                       Making Endorsements and Guarantees"             sign-in card or sign-in book" in paragraph 2 to
                                                                       "... sign-in card, sign-in book…".
                                                                     Item [2]: Approved by all attending directors
                                                                       with amendments suggested by director
                                                                       Ching-Chyi Lai and corporate supervisor Huan
                                                                       Lin upon the chairman's inquiry.
                                                                     Item [3]: Approved by all attending directors
                                                                       without objection upon the chairman's inquiry.
    th
  11 meeting       1. H1 2010 financial statements and               Item [1, 2, 3]: Approved by all attending
                       consolidated financial statements               directors without objection upon the
                   2. Setting the new issue date for shares            chairman's inquiry.
                       converted at maturity of the Company's        Item [4]: Purchase of the warehouse was
                       third issue of unsecured convertible            approved by all attending directors with the
                       corporate bonds in Taiwan                       authorized buying price capped at ceiling to
                   3. Disposal of the Company's shares in              US$10 million upon the chairman's inquiry.
                       Yangtze River Express Airlines Co., Ltd.        If it is deemed necessary to uplift the buying
                   4. Purchase of a second warehouse for the           price exceeding the authorized limit in
                       Company's America Cargo Center in Los           subsequent negotiations, a new authorized
                       Angeles                                         amount can be obtained from the directors by
                   5. H1 2010 budget implementation and 2010           the chairman via telephone.

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                 budget adjustment                             Item [5]: Approved by all attending directors
                                                                 without objection upon the chairman's inquiry.
  th
12 meeting   1. Report on the cargo fuel surcharge             Item [1]: (1) Approved by all attending
                 antitrust litigation in the US and the          directors upon the chairman's inquiry. (2) To
                 settlement proposed by the US                   send a letter to the lawyer representing the
                 Department of Justice as well as                Company in the antitrust investigation to
                 subsequent procedures                           clarify that the Company's joining SkyTeam is
             2. Amendments and improvements to the               not in violation of the antitrust laws. (3)
                 "Operating Guidelines for Internal Control      Amendments to the press release with
                 Systems"                                        comments from the directors and corporate
             3. Administration of partial properties around      supervisors.
                 Taipei Songshan Airport and building          Item [2]: Approved by all attending directors
                 ownership transfer                              with amendments suggested by the directors
                                                                 and corporate supervisors upon the chairman's
                                                                 inquiry.
                                                               Item [3]: Approved by all attending directors
                                                                 without objection upon the chairman's inquiry.
  th
14 meeting   1. 2011 business plan and budget                  Item [1, 2, 3]: Approved by all attending
             2. 2011 Audit Plan                                  directors without objection upon the
             3. Amendment to the "Internal Audit                 chairman's inquiry.
                 Implementation Rules"
  th
15 meeting   Electing the new Chairman of the Board of        Result of election: Director Chia-Juch Chang was
             Directors                                        elected the new Chairman of the Board, effective
                                                              January 1, 2011.
  th
16 meeting   1. Proposal for overhaul of A330 GE engine  Item [1]: Approving the proposal and
             2. Capital injection of NT$200 million into         requesting that responsible units proceed with
                 CAL Hotel Co., Ltd.                             necessary procedures.
                                                               Item [2]: Approving the proposal with
                                                                 amendments and proposal supplements to be
                                                                 made at the request of the directors and
                                                                 corporate supervisors.
  th
17 meeting   1. Setting the agenda, date, time, and            Item [1]: Approved.
                 location for the 2011 general meeting of      Item [2]: Approved with word changes
                 shareholders                                    proposed by the directors.
             2. 2010 business report                           Item [3]: Approved with comments made by
             3. 2010 financial statements and consolidated       the corporate supervisors.
                 financial statements                          Item [4]: Approved with the words
             4. Amendment to the "Articles of                    "non-independent directors" changed to "other
                 Incorporation"                                  directors".
             5. Amendment to the "Election Rules for           Item [5]: Amendments of article 4, paragraph 1
                 Directors and Corporate Supervisors"            of article 5, and article 14 are approved,
             6. Recognizing the Company's losses as a            "non-independent directors" changed to "other
                 result of the appraisal of land in Nankan       directors", and the remainder is unamended.
                 Park in 2010                                  Item [6]: Approved.
             7. 2010 statement on internal control systems  Item [7]: Approved.
                 and evaluation of validity                    Item [8]: The proposal was approved on

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8. Amendment to the "Corporate Governance   condition that the word "afterward" in "and
   Principles"                              report afterward to the board of directors"
                                            under paragraph 2 of article 27 was deleted.




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