Board Structure
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; 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; currently Chairman of Delta Electronics Inc., Mr. Yancey Hai; and currently President of MIT, Mr. L. Rafael Reif.
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. Independent Directors constitute 60% of the Board.
Board Responsibilities
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 (including ESG programs). 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.
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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.
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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. 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.
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Dr. F.C. Tseng is currently the Chairman of TSMC Education and Culture Foundation and Director of Cloud Gate Culture and Arts Foundation and of Zu-Ming Medical Foundation. Previously he 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 non-public company) and Global Unichip Corp., and the Vice Chairman of VIS. He formerly served as an independent director, Chairman of Audit Committee and a member of Compensation Committee of Acer Inc. He also 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 and has been active in the semiconductor industry for over 50 years.
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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 director of L.M. Ericsson in Sweden, Chairman of GlobalLogic Inc. in the U.S. and Senior Advisor to Hampton Group in London and the Chair of Council and Senior Pro-Chancellor at Loughborough University in the United Kingdom. He is currently the Chairman of the Board of Directors of NXP Semiconductor N.V. in the Netherlands, and the non-executive director of Imagination Technologies Group Ltd. (a non-public company) and of Darktrace plc, both are in the United Kingdom. He is also an Advisory Board member of the Longreach Group Ltd. (a non-public company) in Hong Kong and a Senior Advisor to Alix Partners LLP in London. He also serves as a board mentor of Chairman Mentors International (CMi) Ltd. (a non-public company) in London. He is a fellow of The Royal Academy of Engineering. He holds an honors degree in engineering from Loughborough University.
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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 and Director of Republic of China Female Cancer Foundation. 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.
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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., Independent Director and Chair of Compensation Committee of Gogoro Inc. in Cayman Islands, Director of Pica8, Inc. (a non-public company) in the United States, Tigo Energy, Inc. (a non-public company) in the United States and Kioxia Holdings Corp. (a non-public company) in Japan, and General Partner of WISC Partners LP. in the United States. He also serves as Chairman of the Board of US-Taiwan Business Council. Mr. Splinter holds a master’s degree in electrical engineering, and an honorary Ph.D. in engineering from the University of Wisconsin-Madison.
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Mr. Moshe N. Gavrielov served as President and CEO of Xilinx, Inc. from January 2008 to January 2018 and as 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. (a non-public company) in the United States, Chairman of SiMa Technologies, Inc. (a non-public company) in the United States and of Foretellix, Ltd. (a non-public company) in Israel. He also serves as the Director of San Jose Institute of Contemporary Art. Mr. Gavrielov holds a bachelor’s degree in electrical engineering and a master’s degree in computer science from Technion—Israel Institute of Technology.
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Mr. Yancey Hai is the Chairman of the Board of Delta Electronics, Inc. (“Delta”) since June 2012. He served as Vice Chairman and CEO of Delta since 2004, and as the Chair of Strategic Steering Committee of Delta from 2012 to 2021. Currently he is the Chair of ESG Committee of Delta. Before joining Delta, Mr. Hai was the country manager of GE Capital Taiwan. Currently he also serves as a director of the Board and member of ESG & Net Zero Committee of CTCI Corporation, and as an independent director of the Board, member of the Audit Committee, CSR Committee and Chair of Remuneration Committee of USI Corporation, and as a director of the following Delta’s subsidiaries (which are all non-public companies): Delta Electronics (Shanghai) Co., Ltd., Delta Networks, Inc., Delta Electronics Capital Company and Cyntec Co., Ltd. Mr. Hai is currently the Executive Director of Taipei Computer Association, Senior Strategy Consultant of Cloud Computing & IoT Association in Taiwan, Director of Taiwan Business Council for Sustainable Development, Delta Electronic Foundation and Felix Chang Foundation, and Director and Finance Committee Member of Chiang Ching-kuo Foundation for International Scholarly Exchange. Mr. Hai holds a master’s degree in international business management from the University of Texas at Dallas.
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Dr. L. Rafael Reif has been the President of the Massachusetts Institute of Technology (MIT) since 2012. Since 1980, he held a number of faculty positions at MIT, including Provost, Head of the Department of Electrical Engineering and Computer Science (EECS), Associate Department Head of Electrical Engineering, Director of Microsystems Technology Laboratories, and Fariborz Maseeh Professor of Emerging Technology. Dr. Reif is an elected member of the American Academy of Arts and Sciences, the National Academy of Engineering and the Chinese Academy of Engineering, a fellow of the National Academy of Inventors, and also belongs to Tau Beta Pi, the Electrochemical Society and the IEEE. In addition, he is the inventor or co-inventor of 13 patents, has edited or co-edited five books and has supervised 38 doctoral theses to date. Currently, Dr. Reif is also the co-chair of the Growth Technical Advisory Board, Applied Materials, Inc. Dr. Reif holds a master’s degree and a Ph.D. in electrical engineering from Stanford University, an honorary Doctor of Laws degree from the Chinese University of Hong Kong, and honorary doctorates from Tsinghua University, the Technion, Arizona State University and University of Miami.
In the regular board meeting on February 9, 2021, TSMC’s Board of Directors approved a total of ten Directors (including six Independent Directors) to be elected at TSMC’s 2021 Annual Shareholders’ Meeting.
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. Any shareholder holding 1% or more of the Company’s outstanding shares may nominate candidate(s) for Directors in writing. The nomination period for Director candidates by eligible shareholders was from April 6 to April 15, 2021.
No nomination requests were received from any qualified shareholder during the above-mentioned nomination period, other than the total of ten Directors (including six Independent Directors) nominated by TSMC’s Board of Directors. The ten candidates for Board of Directors, including four current Directors Mr. Mark Liu, Mr. C.C. Wei, Mr. F.C. Tseng, Mr. Ming-Hsin Kung, and five current Independent Directors Sir Peter Leahy Bonfield, Ms. Kok-Choo Chen, Mr. Michael R. Splinter, Mr. Moshe N. Gavrielov, Mr. Yancey Hai, as well as a candidate for Independent Director Mr. L. Rafael Reif.
TSMC’s 15th Board of Directors was elected at TSMC’s 2021 Annual Shareholders’ Meeting. The ten Directors (including six Independent Directors) are: Mark Liu, Ming-Hsin Kung (Representative of National Development Fund, Executive Yuan), C.C. Wei, F.C. Tseng, Sir Peter L. Bonfield (Independent Director), Kok-Choo Chen (Independent Director), Michael R. Splinter (Independent Director), Moshe N. Gavrielov (Independent Director), Yancey Hai (Independent Director), and L. Rafael Reif (Independent Director). Their academic backgrounds and experiences are listed in the table below:
List of Directors
| Title & Name | Education, Professional Qualifications, Major Past Positions & Current Positions |
|---|---|
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Director Mark Liu |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Director C.C. Wei |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Director F.C. Tseng |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Director Ming-Hsin Kung (Representative of National Development Fund, Executive Yuan) |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Independent Director Sir Peter L. Bonfield |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Independent Director Kok-Choo Chen |
Education & Professional Qualifications:
Major Past Positions:
Academic Experience-
Current Positions:
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Independent Director Michael R. Splinter |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Independent Director Moshe N. Gavrielov |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Independent Director Yancey Hai |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Independent Director L. Rafael Reif |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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