<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
THE TAIWAN FUND, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
THE TAIWAN FUND, INC.
225 FRANKLIN STREET, BOSTON, MASSACHUSETTS 02110
FOR QUESTIONS ABOUT THE PROXY STATEMENT,
PLEASE CALL 1-877-241-0724
December 22, 2000
Dear Stockholder:
Enclosed you will find a Notice and Proxy Statement for the Annual Meeting
of Stockholders of The Taiwan Fund, Inc. to be held on Tuesday, February 6,
2001.
The matters on which you, as a stockholder of the Fund, are being asked to
vote are election of the Fund's Directors and ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's independent public accountants. After
reviewing each matter carefully, the Board of Directors recommends that you vote
FOR each of the proposals.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
TAKE A FEW MINUTES TO REVIEW THIS MATERIAL, CAST YOUR VOTE ON THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOUR PROMPT RESPONSE
IS NEEDED TO AVOID FOLLOW-UP MAILINGS WHICH WOULD INCREASE COSTS PAID BY ALL
STOCKHOLDERS.
Thank you very much for your assistance.
Sincerely,
Benny T. Hu
President
<PAGE> 3
THE TAIWAN FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 6, 2001
To the Stockholders of THE TAIWAN FUND, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Taiwan Fund, Inc. (the "Fund") will be held at the offices of Clifford Chance
Rogers & Wells LLP, 200 Park Avenue, 52nd Floor, New York, New York 10166, on
Tuesday, February 6, 2001 at 11:00 A.M., New York time, for the following
purposes:
(1) To elect eight directors to serve for the ensuing year.
(2) To ratify or reject the selection of PricewaterhouseCoopers LLP,
as independent public accountants of the Fund for its fiscal year ending
August 31, 2001.
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on December 12, 2000
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting or any adjournments thereof.
You are cordially invited to attend the meeting. Stockholders who do not
expect to attend the meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
that purpose. The enclosed proxy is being solicited by the Board of Directors of
the Fund.
By order of the Board of Directors
HAICHI VICKI HAU
Secretary
December 22, 2000
<PAGE> 4
PROXY STATEMENT
THE TAIWAN FUND, INC.
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of THE TAIWAN FUND, INC. (the "Fund") for use
at the Annual Meeting of Stockholders, to be held at the offices of Clifford
Chance Rogers & Wells LLP, 200 Park Avenue, 52nd Floor, New York, New York
10166, on Tuesday, February 6, 2001 at 11:00 A.M., New York time, and at any
adjournments thereof.
The approximate date on which this Proxy Statement and the form of proxy
will be mailed to stockholders is December 22, 2000. Any stockholder giving a
proxy has the power to revoke it by mail (addressed to the Secretary of the Fund
c/o the Fund's administrator, State Street Bank and Trust Company, at the Fund's
address at 225 Franklin Street, Boston, Massachusetts 02110) or in person at the
meeting, by executing a superseding proxy or by submitting a notice of
revocation to the Fund. All properly executed proxies received in time for the
meeting will be voted as specified in the proxy or, if no specification is made,
for each proposal referred to in this Proxy Statement. Abstentions and broker
non-votes are each included in the determination of the number of shares present
at the meeting for purposes of determining the presence of a quorum.
The Board of Directors has fixed the close of business on December 12, 2000
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting and at any adjournment thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of the record date, the Fund had outstanding
16,365,572 shares of common stock.
Management of the Fund knows of no business other than that mentioned in
Proposals (1) and (2) of the Notice of Meeting which will be presented for
consideration at the meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED AUGUST 31, 2000 TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE BY WRITING TO THE TAIWAN FUND,
INC., 225 FRANKLIN STREET, BOSTON, MASSACHUSETTS 02110, ATTENTION: ANN CASEY, OR
BY CALLING 1-800-636-9242.
<PAGE> 5
(1) ELECTION OF DIRECTORS
Persons named in the accompanying form of proxy intend in the absence of
contrary instruction to vote all proxies for the election of the eight nominees
listed below as directors of the Fund to serve until the next Annual Meeting of
Stockholders (expected to be held in February 2002), or until their successors
are elected and qualified. If any such nominee should be unable to serve due to
an event not now anticipated, the proxies will be voted for such person, if any,
as shall be designated by the Board of Directors, to replace any such nominee.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following table sets forth certain information concerning each of the
nominees as a director of the Fund. Each of the nominees is now a director of
the Fund.
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND, SHARES
PRINCIPAL OCCUPATION OR BENEFICIALLY
EMPLOYMENT DURING PAST FIVE OWNED PERCENT
NAME AND ADDRESS YEARS AND DIRECTORSHIPS IN DIRECTOR DECEMBER 12, OF
OF NOMINEE (AGE) PUBLICLY-HELD COMPANIES SINCE 2000(1) CLASS
---------------- ---------------------------------- -------- ------------ -------
<S> <C> <C> <C> <C>
Shao-Yu Wang (77) Chairman of the Board of Trustees, 1986 None --
Apt. 5H Soochow University (1987-pre-
No. 56 Tun Hwa South sent); Chairman of the Board of
Road, Section 2nd Trustees, Min Chuan University,
Taipei, Taiwan, ROC (1986-present); Chairman of the
Board of Trustees, Fu-Dan High
School (1986-present); Chair-
man, China American Petrochemi-
cal Co., Ltd. (1997-2000);
Executive Director, China Ameri-
can Petrochemical Co., Ltd.
(1976-present).
*Benny T. Hu (52) President of the Fund; President, 1993 None --
125 Nanking East Road China Development Industrial Bank
Section 5 (1993-present); Chairman, China
Taipei, Taiwan, ROC Securities Investment Trust
Corporation (1992-1993); Presi-
dent, China Securities Investment
Trust Corporation (1985-1992);
Chairman, Far Eastern Air Trans-
port Corp. (1995-1998); Execu-
tive Director, Merrill Lynch
International, Inc. (1986-1990);
Executive Vice President,
International Investment Trust
Co., Ltd. (1983-1986); Director,
China Steel Corporation
(1993-present); Director.
David Dean (75) Senior Advisor of the 1991 540 +
8361 B. Greensboro Drive Chiang-Ching- Kuo Foundation
McLean, Virginia 22102 (1990-present); Director, The
American Institute in Taiwan
(1979-1989).
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND, SHARES
PRINCIPAL OCCUPATION OR BENEFICIALLY
EMPLOYMENT DURING PAST FIVE OWNED PERCENT
NAME AND ADDRESS YEARS AND DIRECTORSHIPS IN DIRECTOR DECEMBER 12, OF
OF NOMINEE (AGE) PUBLICLY-HELD COMPANIES SINCE 2000(1) CLASS
---------------- ---------------------------------- -------- ------------ -------
<S> <C> <C> <C> <C>
Lawrence J. Lau (56) Kwoh-Ting Li Professor of Economic 1998 None --
Stanford University Development, Stanford University
Landau Economics (1992-present); Director, Stan-
Building, Room 340 ford Institute for Economic
579 Serra Mall Policy Research at Stanford
Stanford, CA 94305-6072 University (1997-1999);
Co-Director, Asia/ Pacific
Research Center (1992-1996).
Joe O. Rogers (52) Vice President, Business Develop- 1986 2,000 +
2477 Foxwood Drive ment, PlanetPortal.com (Septem-
Chapel Hill, NC 27514 ber 1999-present); President,
Rogers International, Inc. (1986-
present); Director, The China
Fund, Inc. (1992-present); Vice
President, Business Development,
Thomson Consulting (1998-1999);
Partner, PHH Fantus Consulting
(1993-1996); Vice President, PHH
Asia Corporation (1993-1996);
Partner, Alcalde, Rousselot & Fay
(1992-1993); President,
Middendorf Rogers Martin Group
Inc. (1987-1989); U.S. Executive
Director, Asian Development Bank
(1984-1986); Executive Director,
Republican Conference, U.S. House
of Representatives (1981-1984).
Jack C. Tang (73) Co-Chairman (May 1999 to pre- 1989 None --
5737 Baja Way sent), Chairman & CEO (June 1998
La Jolla, CA 92037 to May 1999), Chairman Emeritus
(January 1997 to June 1998),
Chairman & CEO (1987 to December
1996), Tristate Holdings Ltd.;
Director, Mid Pacific Air
Corporation (1986-present);
Chairman, South Sea Development
Co. Ltd. (March-September 1992);
Chairman & Managing Director,
South Sea Textile Manufacturing
Co. Ltd. (1971-1992); Director,
The Hong Kong and Shanghai
Banking Corporation (1984-1991);
Chairman (1989-1991), Director
(1991-1999), Pacific Rim
Investments Ltd.
*Gloria Wang (46) Secretary and Treasurer of the 1998 None --
99 Tunhwa South Fund (1994-October 1998);
Road, Section 2 Executive Vice President, China
Taipei, Taiwan, ROC Securities Investment Trust
Corporation (1996-present);
Senior Vice President, China
Securities Investment Trust
Corporation (1993-1995);
Assistant Vice President, China
Securities Investment Trust Cor-
poration (1988-1993).
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND, SHARES
PRINCIPAL OCCUPATION OR BENEFICIALLY
EMPLOYMENT DURING PAST FIVE OWNED PERCENT
NAME AND ADDRESS YEARS AND DIRECTORSHIPS IN DIRECTOR DECEMBER 12, OF
OF NOMINEE (AGE) PUBLICLY-HELD COMPANIES SINCE 2000(1) CLASS
---------------- ---------------------------------- -------- ------------ -------
<S> <C> <C> <C> <C>
Lawrence F. Weber (67) Independent Consultant (1993-pre- 1995 None --
156 Ide Rd. sent); Director, East
Williamstown, MA 01267 Asia/Australia, UBS Asset
Management (N.Y.) (1991-1993);
Managing Director, Asia-Pacific,
Chase Investors Management (1983-
1991).
</TABLE>
------------
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the nominees.
+ Less than 1% of the outstanding shares.
* Directors or nominees considered to be "interested persons" (as defined in
the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund
or of the Fund's investment adviser. Mr. Hu is deemed to be an interested
person because of his affiliation with China Development Industrial Bank,
the principal shareholder of the Fund's investment adviser, China Securities
Investment Trust Corporation (99 Tunhwa S. Road, Section 2, 24th Floor,
Taipei, Taiwan ROC). Ms. Wang is deemed to be an interested person because
of her affiliation with the Fund's investment adviser.
The Fund's Board of Directors has an Executive Committee which may exercise
the powers of the Board to conduct the current and ordinary business of the Fund
while the Board is not in session. The current members of the Executive
Committee are Messrs. Rogers and Wang.
The Fund's Board of Directors has an Audit Committee which is responsible
for reviewing financial and accounting matters. The Fund's Audit Committee is
composed of directors who are not interested persons of the Fund and its actions
are governed by the Fund's Audit Committee Charter, attached hereto as Appendix
A. The current members of the Audit Committee are Messrs. Dean, Lau, Rogers,
Tang, Wang and Weber. The Audit Committee convened four times during the fiscal
year ended August 31, 2000.
The Board of Directors of the Fund held two regular meetings and one
special meeting during the fiscal year ended August 31, 2000. Mr. Hu attended
fewer than 75% of the aggregate number of Board meetings.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's officers and directors, and persons who own
more than ten percent of a registered class of the Fund's equity securities, to
file reports of ownership and changes in ownership with the U.S. Securities and
Exchange Commission (the "Commission") and the New York Stock Exchange, Inc. The
Fund believes that its officers and directors have complied with all applicable
filing requirements under Section 16(a) of the Exchange Act.
OFFICERS OF THE FUND
Mr. Shao-Yu Wang (age 77), a director of the Fund, was elected Chairman of
the Board of Directors of the Fund in October 1998.
4
<PAGE> 8
Mr. Benny T. Hu (age 52), a director of the Fund, has served as President
of the Fund since 1986.
Ms. Haichi Vicki Hau (age 38), Secretary and Treasurer of the Fund since
October 1998, also serves as a Senior Analyst of the Adviser. Ms. Hau also
served as an Analyst of the Adviser from 1991 to 1994.
Both Mr. Hu and Ms. Hau are considered to be "interested persons" (as
defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of
the Fund and the Adviser.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS
The aggregate remuneration, including expenses relating to attendance at
board meetings reimbursed by the Fund, paid in cash to directors not affiliated
with the Adviser was US$154,188 during the fiscal year ended August 31, 2000.
The Fund currently pays each director that is not affiliated with the Adviser an
annual fee of US$10,000 plus US$1,000 for each directors' meeting and committee
meeting attended.
The Adviser pays the compensation and certain expenses of Ms. Gloria Wang,
a director of the Fund, and of Ms. Haichi Vicki Hau, an employee of the Adviser
who serves as Secretary and Treasurer of the Fund. Ms. Wang and Ms. Hau may
participate in the advisory fees paid by the Fund to the Adviser, although the
Fund makes no direct payments to either of them.
Mr. Lawrence J. Lau serves as a consultant to the Adviser and receives a
monthly fee of approximately US$2,500 for his consulting services. Mr. Lau's
status as a consultant to the Adviser does not render him an "interested person"
of the Fund or the Adviser under the 1940 Act.
The following table sets forth the aggregate compensation from the Fund
paid to each director during the fiscal year ended August 31, 2000. The Adviser
and its affiliates do not advise any other U.S. registered investment companies
and therefore the Fund is not considered part of a Fund Complex.
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF DIRECTOR FROM FUND(1)
---------------- ------------
<S> <C>
Shao-Yu Wang..................................... $17,000
Benny T. Hu*..................................... --
David Dean....................................... $17,000
Lawrence J. Lau.................................. $17,000
Joe O. Rogers.................................... $17,000
Jack C. Tang..................................... $16,000
Lawrence Weber................................... $17,000
Gloria Wang*..................................... --
</TABLE>
------------
(1) Includes all compensation paid to directors by the Fund. The Fund's
directors do not receive any pension or retirement benefits as compensation
for their service as directors of the Fund.
* Mr. Hu and Ms. Wang, who are affiliated with the Adviser and are therefore
"interested persons" of the Fund, do not receive any compensation from the
Fund for their service as directors.
5
<PAGE> 9
REQUIRED VOTE
The election of each director will require the affirmative vote of a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote for the election of the directors. For this
purpose, votes that are withheld and broker non-votes will have no effect on the
outcome of the elections.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE EIGHT NOMINEES FOR DIRECTORS.
(2) RATIFICATION OR REJECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
At a meeting held October 12, 2000, the Board of Directors of the Fund,
including a majority of the directors who are not interested persons of the
Fund, selected PricewaterhouseCoopers LLP ("PwC") to act as independent
certified public accountants for the Fund for the fiscal year ending August 31,
2001. The Audit Committee of the Fund has received the written disclosures and
the letter from PwC required by Independence Standards Board Standard No. 1 and
has discussed with PwC their independence with respect to the Fund. The Fund
knows of no direct financial or material indirect financial interest of PwC in
the Fund.
One or more representatives of PwC are expected to be present at the
meeting and will have an opportunity to make a statement if they so desire. Such
representatives are expected to be available to respond to appropriate questions
from stockholders.
The Fund's financial statements for the fiscal year ended August 31, 2000
were examined by PwC in connection with its audit services. The Audit Committee
has reviewed and discussed the audited financial statements with management of
the Fund. The Audit Committee has further discussed with PwC the matters
required to be discussed by the Statement on Auditing Standards No. 61. Based on
the foregoing review and discussions, the Audit Committee recommended to the
Board of Directors that the audited financial statements for the fiscal year
ended August 31, 2000 be included in the Fund's most recent annual report. PwC
has also reviewed the Fund's filings with the Commission.
REQUIRED VOTE
The selection of independent certified public accountants is subject to the
ratification or rejection of the stockholders of the Fund at the meeting.
Ratification of the selection of the independent accountants will require the
affirmative vote of a majority of shares present in person or represented by
proxy at the meeting and entitled to vote for the selection of independent
accountants. For this purpose, abstentions will have the effect of a vote
6
<PAGE> 10
against the selection of independent accountants. Broker non-votes will have no
effect on the vote.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS
THAT YOU VOTE "FOR" THE RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE FUND'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FISCAL YEAR ENDING AUGUST 31, 2001.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is information with respect to persons who, to the
knowledge of the management of the Fund, owned beneficially more than 5% of the
Fund's outstanding shares as of December 12, 2000. The information is based on
publicly available Schedule 13D and 13G disclosures filed with the Securities
and Exchange Commission.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
TITLE OR CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------------- ----------------------- --------------------- --------
<S> <C> <C> <C>
Common Stock......... Lazard Freres & Co. LLC Has sole power to 6.18%
30 Rockefeller Plaza vote and dispose of
New York, NY 10020 697,000 shares.
</TABLE>
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of the Adviser. The
Fund has retained Shareholder Communications Corporation to assist in the proxy
solicitation. The cost of their services is estimated at US$3,500, plus
out-of-pocket expenses. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by the Fund's
officers or Shareholder Communications Corporation in person, by telephone, by
facsimile, or by telegraph will be borne by the Fund. The Fund will reimburse
banks, brokers, and other persons holding the Fund's shares registered in their
names or in the names of their nominees for their expenses incurred in sending
proxy material to and obtaining proxies from the beneficial owners of such
shares.
No business other than as set forth herein is expected to come before the
meeting, but should any other matter requiring a vote of stockholders arise, the
persons named in the enclosed proxy will vote thereon according to their best
judgment in the interests of the Fund.
STOCKHOLDER PROPOSALS
In order to submit a stockholder proposal to be considered for inclusion in
the Fund's proxy statement for the Fund's 2002 Annual Meeting of Stockholders,
stockholder proposals must be received by the Fund (addressed to The Taiwan Fund
Inc., 225 Franklin Street, Boston, Massachusetts 02110) not later than August
24, 2001. Any stockholder who desires to bring a proposal at the Fund's 2002
Annual Meeting of Stockholders without
7
<PAGE> 11
including such proposal in the Fund's proxy statement, must deliver written
notice thereof to the Secretary of the Fund (addressed to The Taiwan Fund, Inc.,
225 Franklin Street, Boston, Massachusetts 02110), not before November 8, 2001
and not later than December 8, 2001.
By order of the Board of Directors,
Haichi Vicki Hau
Secretary
225 Franklin Street
Boston, Massachusetts 02110
December 22, 2000
8
<PAGE> 12
APPENDIX A
THE TAIWAN FUND, INC.
(THE "FUND")
AUDIT COMMITTEE CHARTER
OBJECTIVES:
I. The Board of Directors (the "Board") of the Fund has established a
committee of certain independent directors (the "Audit Committee"). The
objectives of the Audit Committee are:
(a) to oversee the Fund's accounting and financial reporting policies
and practices, its internal controls and, as appropriate, the internal
controls of certain service providers;
(b) to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and
(c) to act as a liaison between the Fund's independent auditors and
the full Board.
II. The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control, and the auditor's responsibility to plan and carry out a proper audit.
RESPONSIBILITIES:
I. To carry out its objectives, the Audit Committee shall have the
following responsibilities:
(a) to recommend the selection, retention or termination of
independent auditors and, in connection therewith, to evaluate the
independence of the auditors, including whether the auditors provide any
consulting services to the investment manager(s), and to receive the
auditors' specific representations as to their independence;
(b) To meet with Fund's independent auditors, including private
meetings, as necessary, (i) to review the arrangements for and scope of the
annual audit and any special audits; (ii) to discuss any matters of concern
relating to the Fund's financial statements, including any adjustments to
such statements recommended by the auditors, or other results of said
audit(s); (iii) to consider the auditors' comments with respect to the
Fund's financial policies, procedures and internal accounting controls and
management's responses thereto; and (iv) to review the form of opinion the
auditors render to the Board and shareholders;
<PAGE> 13
(c) to review significant current financial reporting issues and
practices with management and auditors and to consider the effect upon the
Fund of any changes in accounting principles or practices proposed by
management or the auditors;
(d) to review the fees charged by the auditors for audit and non-
audit services;
(e) to investigate improprieties or suspected improprieties in fund
operations;
(f) to review the Fund's process for monitoring compliance with
investment restrictions and applicable laws and regulations and with the
code of ethics;
(g) to report its activities to the full Board on a regular basis and
to made such recommendations with respect to the above and other matters as
the Audit Committee may deem necessary or appropriate; and
(h) to review this Charter and recommend any changes to the full
Board.
II. The Audit Committee shall meet on a regular basis and is empowered to
hold special meetings as circumstances require. The Audit Committee shall
regularly meet with the Treasurer of the Fund and with representatives of the
management company and other service providers responsible for financial
reporting and controls.
III. The Audit Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Fund.
2
<PAGE> 14
PROXY CARD
THE TAIWAN FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 6, 2001
The undersigned hereby appoints Lawrence F. Weber, Haichi Vicki Hau and
Laurence E. Cranch, and each of them, the proxies of the undersigned with full
power of substitution to each of them, to vote all shares of The Taiwan Fund,
Inc. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of The Taiwan Fund, Inc. to be held at the offices of Clifford
Chance Rogers & Wells LLP, 200 Park Avenue, 52nd Floor, New York, New York
10166, on Tuesday, February 6, 2001 at 11:00 A.M., New York time, and at any
adjournments thereof. The undersigned hereby revokes all proxies with respect to
such shares heretofore given. The undersigned acknowledges receipt of the Proxy
Statement dated December 22, 2000.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE UNDERSIGNED'S
VOTE WILL BE CAST FOR ITEMS (1) and (2).
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE
AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s). When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
----------------------------------- -----------------------------------
----------------------------------- -----------------------------------
----------------------------------- -----------------------------------
FRONT OF PROXY CARD
<PAGE> 15
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
1. The election of directors:
For [ ] Withhold [ ] For All Except [ ]
Nominees:
Shao-Yu Wang, Benny T. Hu, David Dean, Lawrence J. Lau,
Joe O. Rogers, Jack C. Tang, Gloria Wang and Lawrence F. Weber
INSTRUCTION: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and strike a line through that nominee's name in the list
above.
2. Ratification of the selection of PricewaterhouseCoopers LLP as independent
certified public accountants:
For [ ] Against [ ] Abstain [ ]
3. In their discretion on any other business which may properly come before the
meeting or at any adjournments thereof.
Mark box at right if an address change or comment [ ]
has been noted on the reverse side of this card.
Please be sure to sign and date this Proxy. Date:_____________________________
_______________________________________ __________________________________
Stockholder sign here Co-owner sign here
RECORD DATE SHARES:
BACK OF CARD
