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.
TSMC’s Board is comprised of a diverse group of professionals from different backgrounds in industries, academia, finance, etc. These professionals include citizens from Taiwan, Europe and the U.S. with world-class business operating experience, two of whom are female. Independent Directors constitute 70% of the Board.
Board Responsibilities
Inheriting the spirit of TSMC’s Founder, Dr. Morris Chang’s philosophy on corporate governance, under the leadership of the former Chairman Dr. Mark Liu and the incumbent Chairman and CEO 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 and Risk Committee, Compensation and People Development Committee, Nominating, Corporate Governance and Sustainability Committee, the hiring of a financial expert consultant for the Audit and Risk Committee, and coordination with our Internal Audit department.
The second duty of the Board of Directors is to appoint and dismiss officers of the Company when necessary, to evaluate management performance and to review the succession plan for senior executives. 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 critical matters, such as capital appropriations, investment activities, dividends, etc.
The fourth duty of the Board of Directors is to provide guidance to the Company’s management team and risk management. In each quarter, TSMC’s management reports to the Board on various subjects (including ESG programs) and strategies, and spends substantial time and effort to communicate with the Board. The Board would comment on the risk and probabilities for success of the proposed corporate strategies. The Board also periodically oversees those strategies’ implementation and outcomes, and may suggest the management team to make adjustments to the strategic goals and objectives if necessary.
Board Diversity and Independence
TSMC Board of Directors members are nominated via rigorous selection processes. TSMC established both the “Guidelines for Nomination of Directors” that set out the procedures and criteria for the nomination, qualification and evaluation of Director candidates to be nominated by the Board of Directors, and the “Corporate Governance Guidelines” that set out the criteria for evaluating director candidates for election by the shareholders shall be based on, among other considerations, their professional knowledge, experience, business judgment, commitment to uphold the Company’s core values, as well as reputation in both ethical conduct and leadership. Diversity of backgrounds (including gender, age, and culture) of Board members shall also be considered. The Company aims to have at least one female director to serve on the Board. Currently, all ten members of the Board of Directors, including two female board members, represent diverse range of perspectives, including a complementary mix of skills, experiences, and backgrounds such as that from the industry, academia, and in finance. These professionals are citizens from Taiwan, Europe and the U.S. with world-class corporate management experiences. The seven Independent Directors constitute 70% of the Board, and there is no marital or is within the second degree of kinship relationship between or among the Directors. As such, the Board of Directors carries independence.
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Dr. C.C. Wei is the Chairman and Chief Executive Officer (CEO). Dr. C.C. Wei was our CEO and Vice Chairman from June 2018 to June 2024, 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, and Senior Vice President of Operations I from 2005 to 2008. 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. Dr. Wei served as the Chairman of Taiwan Semiconductor Industry Association from 2017 to 2019. He holds a Ph.D. in electrical engineering from Yale University.
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Mr. Chin-Ching Liu is the Minister of National Development Council (“NDC”) and the Minister without Portfolio of the Executive Yuan. He also serves as the Convener of the National Development Fund (“NDF”). Mr. Liu previously served as Vice Chairman of PwC Group Taiwan, Chairman of PwC Business Consultant Service Taiwan, Chairman of PwC Consultant Service Taiwan, and Partner/Vice Chairman of PwC Consultant from 2012 to 2023. Prior to that, he served as General Manager of IBM General Business Group, General Manager of IBM Global Business Service, Executive of IBM Manufacturing Consultant Service, and SCM Consultant leader of IBM Greater China from 2001 to 2011. Mr. Liu also served as Vice Chairman of Tax and Finance Committee Chinese National Federation of Industries, and Professor level Technical Expert of Depart of Accounting of National ChengChi University from 2015 to 2024. Mr. Liu holds a bachelor’s degree in applied mathematics from Chung Yuan University and a master’s degree of business administration from National Taiwan University.
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Dr. F.C. Tseng was 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 also served as our President from May 1998 to August 2001 and the President of Vanguard International Semiconductor Corp. (“VIS”) from 1996 to 1998. Prior to his presidency at VIS, Dr. Tseng served as our Senior Vice President of Operations. Dr. Tseng is currently the Chairman of TSMC China Co., Ltd. (a non-public company) and Global Unichip Corp., and the Vice Chairman of VIS. He is also the Chairman of TSMC Education and Culture Foundation, and a director of Cloud Gate Culture and Arts Foundation and of Chu-Ming Medical Foundation. He formerly served as an independent director, Chairman of Audit Committee and a member of Compensation Committee of Acer Inc. 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 a director of L.M. Ericsson in Sweden, the Chairman of GlobalLogic Inc. in the United States, a Senior Advisor to Hampton Group in London, the Chair of Council and Senior Pro-Chancellor at Loughborough University in the United Kingdom, a director of Sony Corp. in Japan, the Chairman of NXP Semiconductor N.V. in the Netherlands, a Senior Advisor to Alix Partners LLP in London, an Advisory Board member of the Longreach Group Ltd. in Hong Kong, and a board mentor of Chairman Mentors International (CMi) Ltd. in London. He is currently 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 a fellow of the Royal Academy of Engineering. He holds a bachelor’s degree in engineering and an honorary doctorate of technology from Loughborough University, and eleven honorary doctorate degrees in total.
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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. He also served as a director of Silicon Valley Leadership Group, SEMI, Meyer Burger Technology Ltd. in Switzerland, University of Wisconsin Foundation and Pica8 Inc. in the United States, and the Chairman of the Board of NASDAQ, Inc. and US-Taiwan Business Council. Mr. Splinter currently serves as the lead independent director of NASDAQ, Inc., an independent director and Compensation Committee Chair of Gogoro Inc. in Cayman Islands, an independent director, Compensation Committee Chair and Nominating and Corporate Governance Committee member of Tigo Energy, Inc. in the United States, an independent director of Kioxia Holdings Corp. (a non-public company) in Japan, and General Partner of WISC Partners LP. and of MRS Business and Technology Advisors (a non-public company), both in the United States. He also serves as the Chair of Industrial Advisory Committee of National Institute of Standards and Technology of U.S. Department of Commerce. He is also a member of the National Academy of Engineering. 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. in the United States 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. in the United States as Executive Vice President and General Manager of the Verification Division from April 2005 to November 2007, and CEO of Verisity, Ltd. in the United States from March 1998 to April 2005. He also served at a variety of executive management positions in LSI Logic Corp. in the United States for nearly 10 years, and engineering and engineering management positions in National Semiconductor Corporation and Digital Equipment Corporation, both in the United States. He also served as the Executive Chairman of Wind River Systems, Inc. in the United States. Currently, Mr. Gavrielov is the Chairman of SiMa Technologies, Inc. (a non-public company) in the United States and of Foretellix, Ltd. (a non-public company) in Israel, an independent director of NXP Semiconductors N.V. in the Netherlands, and an Advisor to Matrix Capital Management Company LP (a non-public company) in the United States. 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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Dr. L. Rafael Reif is currently the President Emeritus of the Massachusetts Institute of Technology (MIT). Dr. Reif was the President of MIT from 2012 to 2022. 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, of the National Academy of Engineering and of 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 of Applied Materials, Inc., a director of Council on Foreign Relations and of Waverley Street Foundation in the United States, a member of the Board of Trustees of Carnegie Endowment for International Peace in the United States and of Instituto Tecnológico de Monterrey in Mexico, and the Ray and Maria Stata Professor of Electrical Engineering and Computer Science of MIT. 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.
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Ms. Ursula M. Burns was the Chairwoman of the Board of Xerox Corporation from 2010 to 2017 and Chief Executive Officer from 2009 to 2016, after having been appointed President in 2007. She was the Chairwoman and CEO of VEON Ltd. in the Netherlands from 2018 to 2020. She also served as a director of Boston Scientific Corp. in the United States, of American Express Company, of Nestlé S.A. in Switzerland and of ExxonMobil Corp. in the United States, and the Executive Chairwoman of Plum Acquisition Corp. I in the United States. Ms. Burns was the Leader of the White House National Program on Science, Technology, Engineering and Math (STEM) and the Chair of President’s Export Council. Currently, Ms. Burns is the Non-Executive Chairwoman of Teneo Holdings LLC (a non-public company) in the United States, an independent non-executive director of IHS Holding Ltd. in Cayman Islands, a director of Uber Technologies Inc. and of Endeavor Group Holdings, Inc. in the United States, and the Founding Partner of Integrum Holdings LP in the United States. She also serves as the Vice Chair of Advisory Council on Supply Chain Competitiveness (ACSCC) of U.S. Department of Commerce, a Trustee of Ford Foundation, of Massachusetts Institute of Technology (MIT) Corp., of Metropolitan Museum of Art and of Mayo Clinic, and a member of G7 Gender Equality Advisory Council. Ms. Burns is a member of the National Academy of Engineering, of the American Academy of Arts and Sciences, and of the Royal Academy of Engineering. She holds a bachelor’s degree in mechanical engineering from Polytechnic Institute of New York University and a master’s degree in mechanical engineering from Columbia University.
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Ms. Lynn L. Elsenhans is the former Chairwoman and CEO of Sunoco, Inc. and Sunoco Logistics Partners L.P., serving Sunoco from 2008 to 2012. Ms. Elsenhans previously spent most of her career in a variety of leadership and general management roles at Royal Dutch Shell in Houston, Singapore, and London. Her senior executive roles included the Executive Vice President of Global Manufacturing, the President and CEO of Shell Oil Products US, and the President Shell Oil Company and US Country Chair. She is a former independent director of International Paper Company and Flowserve Corporation, both in the United States, and GlaxoSmithKline plc in the United Kingdom. She is currently an independent non-executive director and Audit Committee Chair of Saudi Arabian Oil Co. in the Kingdom of Saudi Arabia; an independent director and Governance and Corporate Responsibility Chair, of Baker Hughes Company in the United States (and was a director and committee chair of predecessor companies Baker Hughes Inc and Baker Hughes, a GE Company); and an independent director of Peter Kiewit and Sons, Inc. ( a U.S. non-public company). Ms. Elsenhans holds a bachelor’s degree in applied mathematics from Rice University and a master’s degree in business administration from Harvard University.
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Dr. Chuan Lin has plenty of industrial, public service, academy and international affair experience. He previously served as a research fellow of Chung-Hua Institution for Economic Research, the Professor and Department Chair of Public Finance of National Chengchi University, the Director General of Bureau of Finance of Taipei City Government, the Minister of Directorate General of Budget of Accounting and Statistics of Executive Yuan, the Minister of Finance and the Premier of Executive Yuan. Dr. Lin also served as the Chairman of Vanguard International Semiconductor Corp., an independent director of Casetek Holdings Ltd. and of Inotera Memories, Inc., a director of PharmaEngine, Inc. and of Chartis Taiwan Insurance Co., Ltd., and the CEO of New Frontier Foundation. Currently, Dr. Lin is the Chairman of TTY Biopharm Company Ltd. and of TSH Biopharm Corporation Ltd. (Representative of TTY Biopharm Company Ltd.), a independent director of Pegatron Corp. and a senior advisor to the President of the Republic of China (Taiwan). Dr. Lin holds a bachelor’s degree in economics from Fu Jen Catholic University, a master’s degree in public finance from National Chengchi University and a Ph.D. in economics from University of Illinois Urbana-Champaign in the United States.
In the regular board meeting on February 6, 2024, TSMC’s Board of Directors approved a total of ten Directors (including seven Independent Directors) to be elected at TSMC’s 2024 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 2 to April 11, 2024.
No nomination requests were received from any qualified shareholder during the above-mentioned nomination period, other than the total of ten Directors (including seven Independent Directors) nominated by TSMC’s Board of Directors. The ten candidates for Board of Directors, including three current Directors Mr. C.C. Wei, Mr. F.C. Tseng, Mr. Ming-Hsin Kung, and four current Independent Directors Sir Peter Leahy Bonfield, Mr. Michael R. Splinter, Mr. Moshe N. Gavrielov, Mr. L. Rafael Reif, as well as three candidates for Independent Director Ms. Ursula M. Burns, Ms. Lynn L. Elsenhans, Mr. Chuan Lin.
TSMC’s 16th Board of Directors was elected at TSMC’s 2024 Annual Shareholders’ Meeting. The ten Directors (including seven Independent Directors) are: C.C. Wei, F.C. Tseng, Ming-Hsin Kung (Representative of National Development Fund, Executive Yuan), Sir Peter L. Bonfield (Independent Director), Michael R. Splinter (Independent Director), Moshe N. Gavrielov (Independent Director), L. Rafael Reif (Independent Director), Ursula M. Burns (Independent Director), Lynn L. Elsenhans (Independent Director) and Mr. Chuan Lin. (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 C.C. Wei (Male) |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Director F.C. Tseng (Male) |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Director Ming-Hsin Kung (Male) (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 (Male) |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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| Consecutive Terms: 8 (2002 ~ 2024) Rationale: Sir Peter L. Bonfield has a wealth of global experience in the technology industry. 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. |
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Independent Director Michael R. Splinter (Male) |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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| Consecutive Terms: 3 (2015 ~ 2024) Rationale: Mr. Michael R. Splinter has a wealth of global experience in the technology industry. 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. |
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Independent Director Moshe N. Gavrielov (Male) |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Independent Director L. Rafael Reif (Male) |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Independent Director Ursula M. Burns (Female) |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Independent Director Lynn L. Elsenhans (Female) |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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Independent Director Chuan Lin (Male) |
Education & Professional Qualifications:
Major Past Positions:
Current Positions:
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