TSMC’s Board of Directors consists of ten distinguished members with a great breadth of experience as world-class business leaders or professionals. We deeply rely on them for their diverse knowledge, personal perspectives, and solid business judgment. Six of those ten members are Independent Directors: former British Telecommunications Chief Executive Officer, Sir Peter L. Bonfield; Co-Founder, Chairman Emeritus of the Acer Group, Mr. Stan Shih; former Chairman of National Performing Arts Center and former Advisor of Executive Yuan, R.O.C., Ms. Kok-Choo Chen; former Chairman of Applied Materials, Inc., Mr. Michael R. Splinter; former Chief Executive Officer of Xilinx, Inc., Mr. Moshe N. Gavrielov; and currently Chairman of Delta Electronics Inc., Mr. Yancey Hai. The number of Independent Directors exceeds 50% of the total number of Directors.
TSMC’s Board is comprised of a diverse group of professionals from different backgrounds in industries, academia, law, etc. These professionals include citizens from Taiwan, Europe and the U.S. with world-class business operating experience, one of whom is female.
Inheriting the spirit of TSMC's Founder, Dr. Morris Chang's philosophy on corporate governance, under the leadership of Chairman Dr. Mark Liu and CEO & Vice Chairman Dr. C.C. Wei, TSMC's Board of Directors takes a serious and forthright approach to its duties and is a dedicated, competent and independent Board.
The Board's primary duty is to supervise the Company's compliance with relevant laws and regulations, financial transparency, timely disclosure of material information, and maintaining of the highest integrity. TSMC's Board of Directors strives to perform these responsibilities through its Audit Committee and the Compensation Committee, the hiring of a financial expert consultant for the Audit Committee, and coordination with our Internal Audit department.
The second duty of the Board of Directors is to evaluate the management's performance and to appoint and dismiss officers of the Company when necessary. TSMC's management has maintained a healthy and functional communication with the Board of Directors, has been devoted in executing guidance of the Board, and is dedicated in running the business operations, all to achieve the best interests for TSMC shareholders.
The third duty of the Board of Directors is to resolve important, concrete matters, such as capital appropriations, investment activities, dividends, etc.
The fourth duty of the Board of Directors is to provide guidance to the management team of the Company. Quarterly, TSMC's management reports to the Board on a variety of subjects. The management also reviews the Company's business strategies with the Board and updates TSMC's Board on the progress of those strategies, obtaining Board guidance as appropriate.
Dr. Mark Liu is the Chairman. Dr. Mark Liu was our President and Co-Chief Executive Officer from November 2013 to June 2018. Prior to that, he was our Executive Vice President and Co-Chief Operating Officer from March 2012 to November 2013, Senior Vice President of Operations from 2009 to 2012, Senior Vice President of Advanced Technology Business from 2008 to 2009. From 2005 to 2008, Dr. Liu was Senior Vice President of Operations II. He served in a number of executive positions at TSMC Fabs and the Operations organization from 1999 to 2005. From 1999 to 2000, he served as the President of Worldwide Semiconductor Manufacturing Company. Prior to joining us in 1993, from 1987 to 1993, Dr. Liu was with AT&T Bell Laboratory, Holmdel, NJ, as a research manager for the High Speed Electronics Research Laboratory, working on optical fiber communication systems. From 1983 to 1987, he was a process integration manager of CMOS technology development at Intel Corporation, Santa Clara, CA, developing silicon process technologies for Intel microprocessor. Dr. Liu is currently the Chairman of Taiwan Semiconductor Industry Association. He holds a Ph.D. in electrical engineering and computer science from University of California, Berkeley.
Dr. C.C. Wei is the Chief Executive Officer and Vice Chairman. Dr. C.C. Wei was our President and Co-Chief Executive Officer from November 2013 to June 2018. Prior to that, he was our Executive Vice President and Co-Chief Operating Officer from March 2012 to November 2013, Senior Vice President of Business Development from 2009 to 2012, and Senior Vice President of Mainstream Technology Business from 2008 to 2009. From 2005 to 2008, Dr. Wei was Senior Vice President of Operations I. He served in a number of executive positions at TSMC Fabs and the Operations organization from 1998 to 2005. Before joining us in 1998, he was Senior Vice President of Technology at Chartered Semiconductor Manufacturing Ltd. in Singapore and Senior Manager for Logic and SRAM technology development at STMicroelectronics N.V. in Texas. He holds a Ph.D. in electrical engineering from Yale University.
Dr. Ming-Hsin Kung is the Minister of National Development Council (NDC), and has been Minister without Portfolio of the Executive Yuan since 2019. He previously served as Deputy Minister of Economic Affairs from 2017 to 2019, and Deputy Minister of NDC as well as Convener of the National Development Fund (NDF) under Executive Yuan from 2016 to 2017, responsible for supervising policies related to industrial development, investment, talent and energy. Currently, Dr. Kung also represents the NDF to sit on the Board of Directors of Taiwania Capital Management Corp. Prior to joining the public sector, Dr. Kung was Vice President of Taiwan Institute of Economic Research from 2006 to 2016, and he had long been an advisor and consultant to Taiwan government. Dr. Kung received an M.A. in Economics from National Taiwan University, and a Ph.D. in Economics from National Chung Hsing University.
Dr. F.C. Tseng previously served as our Vice Chairman from July 2005 to June 2018. Prior to that, he was Deputy Chief Executive Officer from August 2001 to June 2005. He is also the Chairman of TSMC China Co., Ltd. (a nonpublic company) and Global Unichip Corp., and the Vice Chairman of VIS. He also serves as an independent director, Chairman of Audit Committee and a member of Compensation Committee of Acer Inc. He formerly served as the President of VIS from 1996 to 1998 and our President from May 1998 to August 2001. Prior to his presidency at VIS, Dr. Tseng served as our Senior Vice President of Operations. He holds a Ph.D. in electrical engineering from National Cheng-Kung University.
Sir Peter L. Bonfield was the Chief Executive Officer and Chairman of the Executive Committee of British Telecommunications from January 1996 to January 2002, and the Vice President of the British Quality Foundation from its creation in 1993 until 2012. He also served as a director of L.M. Ericsson in Sweden, Chairman of GlobalLogic Inc. in the U.S. and a senior advisor to Hampton Group in London. He is currently the Chairman of the Board of directors of NXP Semiconductors N.V. in the Netherlands and a non-executive director of Imagination Technologies Group Ltd. (a nonpublic company) in UK. He is also a member of the Longreach Group Advisory Board in HK. He also serves as a board mentor of CMi in UK, a senior advisor to Alix Partners in London and a board member of EastWest Institute in New York. He is a fellow of The Royal Academy of Engineering and the Chair of Council and Senior Pro-Chancellor at Loughborough University in UK. He holds a bachelor and an honours degree in engineering from Loughborough University.
Mr. Stan Shih is the co-founder and Chairman Emeritus of the Acer Group. He served as the Chairman and Chief Executive Officer of the Acer Group from 1976 to 2004. He is currently the Director and Honorary Chairman of Acer Inc., the Chairman of CT Ambi Investment, and a director of Egis Technology Inc., Nan Shan Life Insurance Co., Ltd. (a non-listed company), Chinese Television System Inc. (a non-listed company) and Digitimes Inc. (a nonpublic company). He also serves as the Chairman of StanShih Foundation and Council member of Asian Corporate Governance Associate (ACGA). Mr. Shih holds a bachelor’s degree, a master’s degree and an honorary Ph.D. in electrical engineering from National Chiao Tung University. He also holds an honorary doctoral degree in technology from the Hong Kong Polytechnic University, an honorary fellowship from the University of Wales and an honorary doctoral degree in international law from the Thunderbird, American Graduate School of International Management.
Ms. Kok-Choo Chen served as the Chairman of National Performing Arts Center from 2014 to January 2017, and an advisor to the R.O.C. Executive Yuan from 2009 to 2016. She was the founder and Executive Director of Taipei Story House from 2003 to 2015. She served as our Senior Vice President and General Counsel from 1997 to 2001. Currently, Ms. Chen is the Founder and Executive Director of the Museum207 located in Taipei. Ms. Chen has over 24 years of experience working in international law firms. She had also taught law at Soochow University, National Chengchi University and National Tsing Hua University in Taiwan for over 28 years. Ms. Chen is licensed to practice law in England, Singapore and California.
Mr. Michael R. Splinter served as Chief Executive Officer of Applied Materials from 2003 to 2012 and as Chairman of the Board of Directors since 2009 and retired in June 2015. Prior to that, he served at Intel Corp. as Executive Vice President of Sales and Marketing from 2001 to 2003, and Executive Vice President of Technology and Manufacturing group from 1996 to 2001. Mr. Splinter currently serves as Chairman of NASDAQ, Inc. in U.S. and a director of Pica8, Inc. in U.S. (a nonpublic company), Gogoro Inc. in Cayman Islands (a nonpublic company) and Tigo Energy, Inc. in U.S. (a nonpublic company). He is also a General Partner of WISC Partners LP. and Chairman of the Board of US-Taiwan Business Council. Mr. Splinter holds a master degree in electrical engineering, and an honorary Ph.D. in engineering from the University of Wisconsin Madison.
Mr. Gavrielov served as President and CEO of Xilinx, Inc. from January 2008 to January 2018 and as a director of Xilinx, Inc. from February 2008 to January 2018. Prior to that, he served at Cadence Design Systems, Inc. as Executive Vice President and General Manager of the Verification Division from April 2005 to November 2007, and CEO of Verisity, Ltd. from March 1998 to April 2005. He also served at a variety of executive management positions in LSI Logic Corp. for nearly 10 years, and engineering and engineering management positions in National Semiconductor Corporation and Digital Equipment Corporation. Currently, Mr. Gavrielov is the Executive Chairman of Wind River Systems, Inc. in U.S. (a nonpublic company) and a director of Foretellix in Israel (a nonpublic company), Ltd. Mr. Gavrielov holds a bachelor degree in electrical engineering and a master degree in computer science from Technion—Israel Institute of Technology.
Mr. Hai is the Chairman of the Board and Chair of Strategic Steering Committee of Delta Electronics, Inc. (“Delta”) since June 2012. Prior to that, he served as Vice Chairman and CEO of Delta since 2004. Before joining Delta, Mr. Hai was the country manager of GE Capital Taiwan. Currently he also serves as a director of CTCI Corporation, an independent director of USI Corporation, and a director of the following Delta’s subsidiaries: Delta Electronics Power (Dongguan) Co., Ltd. (a nonpublic company), Delta Electronics (Shanghai) Co., Ltd. (a nonpublic company), Delta Networks, Inc. (a nonpublic company), Delta Electronics Capital Company (a nonpublic company) and Cyntec Co., Ltd. (a nonpublic company). Mr. Hai holds a master’s degree in international business management from the University of Texas at Dallas.
According to TSMC’s Articles of Incorporation, directors shall be elected pursuant to the candidates nomination system as specified in Article 192-1 of the R.O.C. "Company Law".
At the regular meeting of February 11, 2020, TSMC’s Board of Directors had approved the election of one additional independent director at TSMC’s 2020 Annual Shareholders’ Meeting. The term of office of the independent director to be elected shall expire on the same date as the term of the existing directors, from June 9, 2020 to June 4, 2021. The Board also approved the nomination of Mr. Yancey Hai as the candidate for independent director.
According to the Article 192-1 of the R.O.C. "Company Law", TSMC announced on March 23, 2020 the period for accepting the nomination of independent director candidates, the number of independent 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, provided that the total number of independent director nominees shall not exceed the number of the independent directors to be elected. Any shareholder qualified to so nominate may submit to the Company the name(s) of the director nominee(s), and shall send, during the nomination time period from April 6 to April 15, 2020, the name, academic background and experience of the nominee(s), and other relevant documents signed and provided by each nominee to TSMC via registered post sent to the following address: No. 8, Li-Hsin Road 6, Hsin-Chu Science Park, Hsin-Chu, Taiwan, R.O.C.
The Company only received, during the above-mentioned nomination period, the list of independent director nominee Mr. Yancey Hai sent from the Board of Directors. No nomination requests were received from any qualified shareholder.
Mr. Yancey Hai was elected as independent director at TSMC’s 2020 Annual Shareholders’ Meeting on June 9. His academic backgrounds and experiences are listed in the table below:
|Education & Professional Qualifications||
|Major Past Positions||
|Current Positions at TSMC and