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; 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.

 

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. 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.

Election of Directors

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. Their academic backgrounds and experiences are listed in the table below:

 

List of Director Candidates

Title & Name Education, Professional Qualifications, Major Past Positions & Current Positions

Director

Mark Liu

Education & Professional Qualifications:

  • Bachelor Degree in Electrical Engineering, National Taiwan University
  • Master Degree and Ph.D. in Electrical Engineering & Computer Science, University of California, Berkeley, U.S.

Major Past Positions:

  • President, Worldwide Semiconductor Manufacturing Corp.
  • Senior Vice President, Advanced Technology Business, TSMC
  • Senior Vice President, Operations, TSMC
  • Executive Vice President and Co-Chief Operating Officer, TSMC
  • President and Co-CEO, TSMC

Current Positions:

  • Chairman, TSMC
  • Chairman, Taiwan Semiconductor Industry Association (”TSIA")

Director

C.C. Wei

Education & Professional Qualifications:

  • Bachelor and Master Degrees in Electrical Engineering, National Chiao Tung University
  • Ph.D. in Electrical Engineering, Yale University, U.S.

Major Past Positions:

  • Senior Vice President, Chartered Semiconductor Manufacturing Ltd., Singapore
  • Senior Vice President, Mainstream Technology Business, TSMC
  • Senior Vice President, Business Development, TSMC
  • Executive Vice President and Co-Chief Operating Officer, TSMC
  • President and Co-CEO, TSMC

Current Positions:

  • CEO & Vice Chairman, TSMC

Director

F.C. Tseng

Education & Professional Qualifications:

  • Bachelor Degree in Electrical Engineering, National Cheng Kung University
  • Master Degree in Electrical Engineering, National Chiao Tung University
  • Ph.D. in Electrical Engineering, National Cheng Kung University
  • Honorary Ph.D., National Chiao Tung University
  • Honorary Ph.D., National Tsing Hua University

Major Past Positions:

  • President, Vanguard International Semiconductor Corp.
  • President, TSMC
  • Deputy CEO, TSMC
  • Vice Chairman, TSMC
  • Independent Director, Chairman of Audit Committee & Compensation Committee member, Acer Inc.
  • Director, National Culture and Arts Foundation, R.O.C.

Current Positions:

  • Director, TSMC
  • Chairman of:
    - TSMC China Company Ltd. (a non-public company)
    - Global UniChip Corp.
  • Vice Chairman, Vanguard International Semiconductor Corp.
  • Chairman, TSMC Education and Culture Foundation
  • Director, Cloud Gate Culture and Arts Foundation

Director

Ming-Hsin Kung

(Representative of National Development Fund, Executive Yuan)

Education & Professional Qualifications:

  • Bachelor Degree in Statistics, Fu Jen Catholic University
  • Master Degree in Economics, National Taiwan University
  • Ph.D., Economics, National Chung Hsing University

Major Past Positions:

  • Minister without Portfolio, Executive Yuan
  • Deputy Minister, Ministry of Economic Affairs
  • Deputy Minister, National Development Council
  • Member, National Stabilization Fund Management Committee, Executive Yuan
  • Consultant, Ministry of Economic Affairs
  • Advisory Committee Member, Mainland Affairs Council, Executive Yuan
  • Vice President, Taiwan Institute of Economic Research
  • Research Fellow, Taiwan Institute of Economic Research
  • Research Fellow, Science and Technology Advisory Group, Executive Yuan
  • Deputy Executive Secretary, Industrial Development Advisory Council, Ministry of Economic Affairs
  • Adjunct Assistant Professor, Tamkang University

Current Positions:

  • Director, TSMC
    (Representative of the National Development Fund, Executive Yuan)
  • Minister without Portfolio, Executive Yuan & concurrently Minister, National Development Council, R.O.C.
  • Director, Taiwania Capital Management Corp.
    (Representative of the National Development Fund, Executive Yuan)

Independent Director

Sir Peter L. Bonfield

Education & Professional Qualifications:

  • Bachelor and Honours Degrees in Engineering, Loughborough University
  • Fellow of The Royal Academy of Engineering
  • Knighted, 1996
  • Awarded Commander of the Order of the British Empire (CBE), 1989
  • Awarded the Order of the Lion of Finland
  • Awarded the Gold Medal from the Institute of Management
  • Awarded the Mountbatten Medal from the National Electronics Council
  • Awarded the FT ODX Outstanding Director Award, 2019

Major Past Positions:

  • Chairman and CEO, ICL Plc, UK
  • CEO and Chairman of the Executive Committee, British Telecommunications Plc
  • Vice President, the British Quality Foundation
  • Director, Mentor Graphics Corp., U.S.
  • Director, Sony Corp., Japan
  • Director, L.M. Ericsson, Sweden
  • Chairman, GlobalLogic Inc., U.S.
  • Senior Advisor, Hampton Group, London
  • Chair of Council and Senior Pro-Chancellor, Loughborough University, UK

Current Positions:

  • Independent Director, TSMC
  • Chairman, NXP Semiconductors N.V., the Netherlands
  • Non-Executive Director, Imagination Technologies Group Ltd., UK (a non-public company)
  • Non-Executive Director, Darktrace Plc, UK
  • Advisory Board Member, The Longreach Group Ltd., HK (a non-public company)
  • Senior Advisor, Alix Partners LLP, London
  • Board Mentor, Chairman Mentors International (CMi) Ltd., London (a non-public company)
  • Board Member, EastWest Institute, New York

Rationale for Nomination: Sir Peter L. Bonfield has a wealth of experience in international information technology business. The Company needs his insights to guide TSMC’s future direction. The Board believes he continues to possess the requisite independence of judgment and action, and has not formed such associations with management (or others) as may compromise his ability to exercise impartial judgment or act without bias in the best interests of the Company.

 

 

Independent Director

Kok-Choo Chen

Education & Professional Qualifications:

  • Inns of Court School of Law, England
  • Barrister-at-law, England
  • Advocate & Solicitor, Singapore
  • Attorney-at-law, California, U.S.

Major Past Positions:

  • Lawyer, Tan, Rajah & Cheah, Singapore, 1969-1970
  • Lawyer, Sullivan & Cromwell, New York, U.S., 1971-1974
  • Lawyer, Heller, Erhman, White & McAuliffe, San Francisco, California, U.S., 1974-1975
  • Partner, Ding & Ding Law Offices, R.O.C., 1975-1988
  • Partner, Chen & Associates Law Offices, R.O.C., 1988-1992
  • Vice-President, Echo Publishing, R.O.C., 1992-1995
  • President, National Culture and Arts Foundation, R.O.C., 1995-1997
  • Senior Vice-President and General Counsel, TSMC, 1997-2001
  • Founder and Executive Director, Taipei Story House, 2003-2015
  • Advisor, Executive Yuan, R.O.C., 2009-2016
  • Director, National Culture and Arts Foundation, R.O.C., 2011-2016
  • Chairman, National Performing Arts Center, R.O.C., 2014-2017

Academic Experience-

  • Lecturer, Nanyang University, Singapore, 1970-1971
  • Associate Professor, Soochow University, 1981-1998
  • Chair Professor, National Tsing Hua University, 1999-2002
  • Professor, National Chengchi University, 2001-2004
  • Professor, Soochow University, 2001-2008

Current Positions:

  • Independent Director, TSMC
  • Founder and Executive Director, Museum207 (located in Taipei)
  • Director, Republic of China Female Cancer Foundation

Rationale for Nomination: Ms. KoK-Choo Chen has a wealth of experience in international legal and business matters in both the public & private industries as well as cultural & charitable initiatives. The Company needs her insights to guide TSMC’s future direction. The Board believes she continues to possess the requisite independence of judgment and action, and has not formed such associations with management (or others) as may compromise her ability to exercise impartial judgment or act without bias in the best interests of the Company.

 

 

Independent Director

Michael R. Splinter

Education & Professional Qualifications:

  • Bachelor and Master Degrees in Electrical Engineering, University of Wisconsin-Madison
  • Honorary Ph.D. in Engineering, University of Wisconsin-Madison
  • Awarded 2013 Robert N. Noyce Award by Semiconductor Industry Association

Major Past Positions:

  • Executive Vice President of Technology and Manufacturing group, Intel Corp.
  • Executive Vice President of Sales and Marketing, Intel Corp.
  • CEO, Applied Materials, Inc.
  • Chairman, Applied Materials, Inc.
  • Director, The NASDAQ OMX Group, Inc.
  • Director, Silicon Valley Leadership Group
  • Director, Semiconductor Equipment and Materials International (SEMI)
  • Director, Meyer Burger Technology Ltd., Switzerland
  • Director, University of Wisconsin Foundation, U.S.

Current Positions:

  • Independent Director, TSMC
  • Chairman of the Board, NASDAQ, Inc.
  • Director of:
    - Pica8, Inc., U.S. (a non-public company)
    - Gogoro Inc., Cayman Islands (a non-public company)
    - Tigo Energy, Inc., U.S. (a non-public company)
    - Kioxia Holdings Corp., Japan (a non-public company)
  • General Partner, WISC Partners LP, U.S.
  • Chairman of the Board, US-Taiwan Business Council

Independent Director

Moshe N. Gavrielov

Education & Professional Qualifications:

  • Bachelor Degree in Electrical Engineering, Technion-Israel Institute of Technology
  • Master Degree in Computer Science, Technion-Israel Institute of Technology

Major Past Positions:

  • In a variety of engineering and engineering management positions, National Semiconductor Corp. and Digital Equipment Corp.
  • In a variety of executive management positions, LSI Logic Corp. for nearly 10 years
  • CEO, Verisity, Ltd., U.S.
  • Executive Vice President and General Manager of the Verification Division, Cadence Design Systems, Inc., U.S.
  • President and CEO, Xilinx, Inc., U.S.
  • Director, Xilinx, Inc., U.S.

Current Positions:

  • Independent Director, TSMC
  • Executive Chairman, Wind River Systems, Inc., U.S. (a non-public company)
  • Independent Director, SiMa Technologies, Inc., U.S. (a non-public company)
  • Director, Foretellix, Ltd., Israel (a non-public company)
  • Director, San Jose Institute of Contemporary Art

Independent Director

Yancey Hai

Education & Professional Qualifications:

  • Master Degree in International Business Management, University of Texas at Dallas

Major Past Positions:

  • Country Manager, GE Capital Taiwan
  • Vice Chairman and CEO, Delta Electronics, Inc.

Current Positions:

  • Independent Director, TSMC
  • Chairman and Chair of Strategic Steering Committee, Delta Electronics, Inc. (“Delta”)
  • Director of Delta’s subsidiaries:
    - Delta Electronics Power (Dongguan) Co., Ltd. (a non-public company)
    - Delta Electronics (Shanghai) Co., Ltd. (a non-public company)
    - Delta Networks, Inc. (a non-public company)
    - Delta Electronics Capital Company (a non-public company)
    - Cyntec Co., Ltd. (a non-public company)
  • Independent Director, USI Corp.
  • Director, CTCI Corp.

Independent Director

L. Rafael Reif

Education & Professional Qualifications:

  • Ingeniero Eléctrico Degree, Universidad de Carabobo, Valencia, Venezuela
  • Master Degree and Ph.D. in Electrical Engineering, Stanford University
  • Honorary Doctor of Laws degree, The Chinese University of Hong Kong (2015)
  • Honorary Doctorates from Tsinghua University (2016), the Technion (2017) and Arizona State University (2018)
  • Member of Tau Beta Pi, the Engineering Honor Society
  • Member of the Electrochemical Society
  • Fellow of the Institute of Electrical and Electronics Engineers (IEEE)
  • Member of the American Academy of Arts and Sciences, the National Academy of Engineering and the Chinese Academy of Engineering
  • Fellow of the National Academy of Inventors
  • Awarded with United States Presidential Young Investigator Award (1984)
  • Awarded with the Semiconductor Research Corporation’s Aristotle Award (2000)
  • Awarded with Engineer of the Year from Great Minds in STEM (2018)
  • Inventor or co-inventor on 13 patents, editor or Co-editor of 5 books, and supervisor to 38 doctoral theses

Major Past Positions:

  • Assistant Professor, Universidad Simón Bolívar, Caracas, Venezuela
  • Visiting Assistant Professor of Electrical Engineering, Stanford University
  • Faculty, Massachusetts Institute of Technology (“MIT”), since 1980
  • IBM Faculty Fellowship, MIT Center for Materials Science and Engineering; Analog Devices Career Development Professorship, MIT Electrical Engineering.
  • Fariborz Maseeh Professor of Emerging Technology, MIT (2004-2012)
  • Director of Microsystems Technology Laboratories, MIT
  • Associate Department Head of Electrical Engineering, MIT
  • Head of the Department of Electrical Engineering and Computer Science (EECS), MIT
  • Provost, MIT
  • Board Director, Schlumberger Limited

Current Positions:

  • President, MIT, since 2012
  • Co-Chair of Growth Technical Advisory Board, Applied Materials, Inc.