The
year 2000 was an outstanding period for the Company. While the
semiconductor industry experienced very significant growth of
approximately 35%, the Company's revenue growth reached 54.5%,
raising the Company's position to be among the six largest semiconductor
companies in the world. These results illustrate clearly the
development strategy of STMicroelectronics. This strategy which
associates growth and financial results is defined by the Managing
Board and is approved by the Supervisory Board.
Therefore, upon proposal by the Managing Board, we propose to
the General Meeting of Shareholders to adopt the annual accounts
for the financial year 2000 and to distribute out of the Company's
profits realized during that year a cash dividend of US$0.04
per share issued and outstanding as of April 27, 2001, payable
on May 11, 2001. This amount of dividend represents an increase
over last year and takes into account the three-for-one stock
split of the shares issued and outstanding as of May 5, 2000.
Among the most important events of the year 2000, we would like
to inform the General Meeting of Shareholders that, in November
2000, the Company sold senior zero-coupon convertible bonds
due 2010 in the international capital markets and the Company
thereby raised US$1,480 million that will be used to develop
its investments which have been strongly enhanced in order to
increase the Company's profits and market share.
During the year 2000, the Supervisory Board was significantly
involved in the expansion of the Company and therefore the number
of meetings of the Board and of its Committees was increased.
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The
Compensation Committee met five times and granted to a much
larger number of executives the benefit of stock options as
an incentive to the development of the Company. In addition,
some of the external acquisitions have included a grant of stock
options to the new employees.
During the year 2000, the Audit Committee considered the recommendations
of the Blue Ribbon Committee issued by the U.S. Securities and
Exchange Commission and, after electing a new President, adopted
a new Audit Charter in accordance with the recommendations of
the said Committee. During the year, a meeting was held before
each financial period and the Committee examined, in cooperation
with the Auditors of the Company, the quarterly accounts, in
particular the Company's auditing practices, litigation-related
risks, the execution by the Company of the Auditors' recommendations
regarding corporate auditing rules and the independence of the
Company's external Auditors.
The Strategic Committee examined, together with the Company's
CEO, every subject of material importance for the Company, in
particular its growth and acquisition activities, strategic
partnerships, cross license agreements and asset purchases.
A Monitoring Committee was also specially appointed to oversee
the zero coupon bond offering.
Therefore, we propose to the General Meeting of Shareholders
the main following items:
1. to adopt the annual accounts for the financial year 2000
and to distribute a cash dividend of US$0.04 per share; |
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2.
to approve the Employee Stock Purchase Plan in order for the
Plan to qualify under section 423 of the U.S. Internal Revenue
Code. The first tranche of the three year employee plan was
offered in 2000 and subscribed to by 4,830 employees for a total
number of 559,929 shares out of the 750,000 shares offered;
3. to approve a new five year Stock Option Plan 2001 for directors,
managers and selected employees of the Company and its group
under which options can be granted in respect of no more than
60 million ordinary shares;
With respect to the incentive policy as defined upon proposal
of the Managing Board, we note that during the five year term
of the Stock Option Plan 1995, 31,448,591 stock options were
granted, among which 7,570,890 in 2000;
4. as announced sometime ago, to increase the number of members
of the Supervisory Board to nine by appointing Mr. Douglas John
Dunn as an independent member of the Supervisory Board, effective
as of April 25, 2001. We expect that this new member will reinforce
the existing strength of the Supervisory Board to face new industrial,
technological and financial developments of the Company.
March 13, 2001
Jean-Pierre NOBLANC
Bruno STEVE
Remy DULLIEUX
Riccardo GALLO
Francis GAVOIS
Alessandro OVI
Tom de WAARD
Robert WHITE |
