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 former 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.

In December 2023, TSMC announced that Dr. Mark Liu plans to retire from TSMC in June 2024, and will not seek re-election to the board of directors. During his tenure, Dr. Liu has reaffirmed the Company’s commitment to its mission and focused on enhancing corporate governance and competitiveness particularly in technology leadership, digital excellence, and global footprint. TSMC’s Nominating, Corporate Governance and Sustainability Committee recommends Dr. C.C. Wei, while remaining as CEO, to succeed as TSMC’s next Chairman, subject to the election of the incoming board in June 2024.

 

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 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 50% Independent Directors and at least one female director to serve on the Board. Currently, all ten members of the Board of Directors, including a female board member, represent diverse range of perspectives, including a complementary mix of skills, experiences, and backgrounds such as that from the industry, academia, and in law. These professionals, including a female board member, are citizens from Taiwan, Europe and the U.S. with world-class corporate management experiences. The six Independent Directors constitute 60% 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. The following table demonstrates the implementation of the board diversity policy:

 

Implementation of the Diversity Policy for Board Members 

Title Chairman Vice Chairman Director Independent Director
Name Mark Liu C.C. Wei F.C. Tseng Ming-Hsin
Kung
Sir Peter L.
Bonfield
Kok-Choo
Chen
Michael R.
Splinter
Moshe N.
Gavrielov
Yancey Hai L. Rafael
Reif
Gender Male Male Male Male Male Female Male Male Male Male
Nationality U.S. R.O.C. R.O.C. R.O.C. UK R.O.C. U.S. U.S. R.O.C.
/U.S.
U.S.
Age 66-70 71-75 76-80 56-60 76-80 76-80 71-75 66-70 71-75 71-75
Employed by TSMC   ü                
Professional Knowledge and Expertise
Business ü ü ü ü ü ü ü ü ü  
Technology ü ü ü   ü   ü ü ü ü
Finance/Accounting       ü         ü  
Legal           ü        
Sales and Marketing ü ü ü   ü ü ü ü ü  
Cybersecurity         ü          
Others                   Innovation/
R&D/
Education/
Training
Skills and Experience
Leadership Skill ü ü ü ü ü ü ü ü ü ü
Strategic Decision-making ü ü ü ü ü ü ü ü ü ü
Global Market Perspective ü ü ü ü ü   ü ü ü  
Industry Experience ü ü ü   ü ü ü ü   ü
Financial ü ü ü ü ü   ü ü ü ü
Operating and Manufacturing ü ü ü   ü   ü ü ü  
Business Development ü ü ü   ü ü ü ü ü  
Risk/Crisis Management ü ü ü ü ü ü ü ü ü ü
Environmental Sustainability ü ü ü ü ü ü ü ü ü ü
Social Engagement ü ü ü ü ü ü ü ü ü ü
  • 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, and Senior Vice President of Operations II from 2005 to 2008. 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 served as the Chairman of Taiwan Semiconductor Industry Association from 2019 to March 2023. 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. 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.

  • 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 also serves as the Convener of the National Development Fund (“NDF”). He previously served as Deputy Minister of Ministry of Economic Affairs from 2017 to 2019, and Deputy Minister of NDC as well as Executive Secretary of NDF 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. (a non-public company). 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 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 Zu-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.

  • 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.

  • Ms. Kok-Choo Chen served as the Chairman of National Performing Arts Center from 2014 to 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 and of Museum 207 from 2017 to 2022. Currently, Ms. Chen is the Founder and Chair of the Artspace K located in Hong Kong since 2020 and a director of Republic of China Female Cancer Foundation. Ms. Chen served as our Senior Vice President and General Counsel from 1997 to 2001. She 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 the lead independent director of NASDAQ, Inc., an independent director and Compensation Committee Chair of Gogoro Inc. in Cayman Islands, a director of Pica8, Inc. (a non-public company) in the United States, of Tigo Energy, Inc. (a non-public company) in the United States and 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 served as the Chairman of the Board of U.S.-Taiwan Business Council from 2018 to 2022. 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.

  • 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. 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. He also serves as an independent director of NXP Semiconductor N.V. in the Netherlands. He served as the Executive Chairman of Wind River Systems, Inc. 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.

  • Mr. Yancey Hai is the Chairman of the Board of Delta Electronics, Inc. (“Delta”) since June 2012, and also serves as the Chair of ESG Committee of Delta. He served as the Vice Chairman and CEO of Delta since 2004, and as the Chair of Strategic Steering Committee of Delta from 2012 to 2021. Before joining Delta, Mr. Hai was the country manager of GE Capital Taiwan. Currently he serves as a director of the Board and the Commissioner of ESG & Net Zero Committee of CTCI Corporation, and as an independent director of the Board, a member of the Audit Committee, and ESG Committee and the Convenor 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 Senior Strategy Consultant of Cloud Computing & IoT Association in Taiwan, a director of Taiwan Business Council for Sustainable Development, of Delta Electronic Foundation and of Felix Chang Foundation, and a director and a member of the Finance Committee of Chiang Ching-Kuo Foundation for International Scholarly Exchange. He also serves as the Chairman of Taiwan Climate Partnership. Mr. Hai holds a master’s degree in international business management from the University of Texas at Dallas.

  • 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 a member of the Board of Trustees of Carnegie Endowment for International Peace. 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.

Election of Directors

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.  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

C.C. Wei

(Male)

Education & Professional Qualifications:

  • Bachelor and Master Degrees in Electrical Engineering, National Chiao Tung University
  • Ph.D. in Electrical Engineering, Yale University, U.S.
  • Honorary Ph.D., National Yang Ming Chiao Tung University
  • Laureate, Industrial Technology Research Institute (ITRI)

Major Past Positions:

  • Senior Vice President, Technology, 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
  • Chairman, Taiwan Semiconductor Industry Association (TSIA)

Current Positions:

  • CEO & Vice Chairman, TSMC

Director

F.C. Tseng

(Male)

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

Director

Ming-Hsin Kung

(Male)

(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:

  • Adjunct Assistant Professor, Tamkang University
  • Deputy Executive Secretary, Industrial Development Advisory Council, Ministry of Economic Affairs
  • Research Fellow, Science and Technology Advisory Group, Executive Yuan
  • Research Fellow, Taiwan Institute of Economic Research
  • Vice President, Taiwan Institute of Economic Research
  • Advisory Committee Member, Mainland Affairs Council, Executive Yuan
  • Consultant, Ministry of Economic Affairs
  • Member, National Stabilization Fund Management Committee, Executive Yuan
  • Deputy Minister, National Development Council & concurrently Executive Secretary, National Development Fund, Executive Yuan
  • Deputy Minister, Ministry of Economic Affairs

Current Positions:

  • Director, TSMC
    (Representative of National Development Fund, Executive Yuan)
  • Director, Taiwania Capital Management Corp.
    (Representative of National Development Fund, Executive Yuan)
    (a non-public company)
  • Minister without Portfolio, Executive Yuan & concurrently Minister, National Development Council, R.O.C.
  • The Convener of National Development Fund, Executive Yuan

Independent Director

Sir Peter L. Bonfield

(Male)

Education & Professional Qualifications:

  • Bachelor Degree in Engineering, Loughborough University
  • Honorary Doctorate of Technology, 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
  • 11 Honorary Doctorate Degrees in total

Major Past Positions:

  • Semiconductor Engineer, Texas Instruments Inc. (T.I.), U.S.
  • 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
  • Board Member, EastWest Institute, New York
  • Chairman, NXP Semiconductors N.V., the Netherlands
  • Senior Advisor, Alix Partners LLP, London
  • Advisory Board Member, The Longreach Group Ltd., HK
  • Board Mentor, Chairman Mentors International (CMi) Ltd., London 

Current Positions:

  • Independent Director, TSMC
  • Non-Executive Director, Imagination Technologies Group Ltd., UK (a non-public company)
  • Non-Executive Director, Darktrace Plc, UK
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.

Independent Director

Michael R. Splinter

(Male)

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
  • Member of the National Academy of Engineering
  • Recognized as NACD (National Association of Corporate Directors) Directorship CertifiedTM, 2020

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, SEMI
  • Director, Meyer Burger Technology Ltd., Switzerland
  • Chairman of the Board, NASDAQ, Inc.
  • Director, Pica8, Inc., U.S.
  • Director, University of Wisconsin Foundation, U.S.
  • Chairman of the Board, US-Taiwan Business Council

Current Positions:

  • Independent Director, TSMC
  • Lead Independent Director, NASDAQ, Inc.
  • Independent Director and Compensation Committee Chair, Gogoro Inc., Cayman Islands
  • Independent Director, Compensation Committee Chair, and Nominating and Corporate Governance Committee Member, Tigo Energy, Inc., U.S.
  • Independent Director, Kioxia Holdings Corp., Japan (a non-public company)
  • General Partner, WISC Partners LP, U.S.
  • General Partner, MRS Business and Technology Advisors, U.S. (a non-public company)
  • Chair of Industrial Advisory Committee, National Institute of Standards and Technology, Department of Commerce, U.S.
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.

Independent Director

Moshe N. Gavrielov

(Male)

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., U.S.
  • In a variety of executive management positions, LSI Logic Corp. for nearly 10 years, U.S.
  • 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.
  • Executive Chairman, Wind River Systems, Inc., U.S.
  • Director, San Jose Institute of Contemporary Art, U.S.

Current Positions:

  • Independent Director, TSMC
  • Chairman, SiMa Technologies, Inc., U.S. (a non-public company)
  • Chairman, Foretellix, Ltd., Israel (a non-public company)
  • Independent Director, NXP Semiconductors N.V., the Netherlands

Independent Director

L. Rafael Reif

(Male)

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), Arizona State University (2018) and University of Miami (2022)
  • 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 the Tribeca Disruptive Innovation Award (2012)
  • Awarded the Frank E. Taplin, Jr. Public Intellectual Award by the Woodrow Wilson National Fellowship Foundation (2015)
  • Awarded with Engineer of the Year from Great Minds in STEM (2018)
  • Awarded the Simon Ramo Founders Award by the U.S. National Academy of Engineering (2022)
  • 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
  • President, MIT (2012-2022)

Current Positions:

  • Independent Director, TSMC
  • Co-Chair of Growth Technical Advisory Board, Applied Materials, Inc.
  • President Emeritus, MIT, since 2023
  • Ray and Maria Stata Professor of Electrical Engineering and Computer Science, MIT, since 2023
  • Member of Board of Trustees, Carnegie Endowment for International Peace
  • Director, Council on Foreign Relations, U.S.
  • Director, Waverley Street Foundation, U.S.
  • Member, Board of Trustees, Instituto Tecnológico de Monterrey, Mexico

Independent Director

Ursula M. Burns

(Female)

Education & Professional Qualifications:

  • Bachelor Degree in Mechanical Engineering, Polytechnic Institute of New York University
  • Master Degree in Mechanical Engineering, Columbia University
  • Member, National Academy of Engineering
  • Member, American Academy of Arts and Sciences
  • Member, Royal Academy of Engineering

Major Past Positions:

  • Chairwoman, CEO and President, Xerox Corp., U.S.
  • Chairwoman and CEO, VEON Ltd., the Netherlands
  • Director, Boston Scientific Corp., U.S.
  • Director, American Express Company
  • Director, Nestlé S.A., Switzerland
  • Director, ExxonMobil Corp., U.S.
  • Executive Chairwoman, Plum Acquisition Corp. I, U.S.
  • Leader, White House National Program on Science, Technology, Engineering and Math (STEM)
  • Chair, President’s Export Council

Current Positions:

  • Non-Executive Chairwoman, Teneo Holdings LLC, U.S. (a non-public company)
  • Independent Non-Executive Director, IHS Holding Ltd., Cayman Islands
  • Director, Uber Technologies Inc., U.S.
  • Director, Endeavor Group Holdings, Inc., U.S.
  • Founding Partner, Integrum Holdings LP, U.S.
  • Vice Chair, Advisory Council on Supply Chain Competitiveness (ACSCC), U.S. Department of Commerce
  • Trustee, Ford Foundation
  • Trustee, Massachusetts Institute of Technology (MIT) Corp.
  • Trustee, Metropolitan Museum of Art
  • Trustee, Mayo Clinic
  • Member, G7 Gender Equality Advisory Council

Independent Director

Lynn L. Elsenhans

(Female)

Education & Professional Qualifications:

  • Bachelor Degree in Applied Mathematics, Rice University
  • MBA, Harvard Business School 

Major Past Positions:

  • Chairwoman, President and CEO, Sunoco Inc., U.S.
  • Chairwoman and CEO, Sunoco Logistics Partners L.P., U.S.
  • Executive Vice President of Global Manufacturing, Shell Downstream Inc., U.S.
  • President and CEO, Shell Oil Products, U.S.
  • President of Shell Oil Company and Country Chair for Shell, U.S.
  • Director, International Paper Company, U.S.
  • Director, Flowserve Corp., U.S.
  • Director, GlaxoSmithKline plc, UK

Current Positions:

  • Independent Director and Governance & Corporate Responsibility Committee Chair, Baker Hughes Company, U.S.
  • Independent Non-Executive Director and Audit Committee Chair, Saudi Arabian Oil Co.
  • Independent Director, Peter Kiewit and Sons Inc., U.S. (a non-public company)

Independent Director

Chuan Lin

(Male)

Education & Professional Qualifications:

  • Bachelor Degree in Economics, Fu Jen Catholic University
  • Master Degree in Public Finance, National Chengchi University
  • Ph.D. in Economics, University of Illinois Urbana-Champaign, U.S.

Major Past Positions:

  • Research Fellow, Chung-Hua Institution for Economic Research
  • Professor and Department Chair, Public Finance, National Chengchi University
  • Director General, Bureau of Finance, Taipei City Government
  • Minister, Directorate General of Budget, Accounting and Statistics of Executive Yuan
  • Minister of Finance
  • Premier of Executive Yuan
  • Chairman, Vanguard International Semiconductor Corporation
  • Independent Director, Casetek Holdings Limited
  • Independent Director, Inotera Memories, Inc.
  • Director, PharmaEngine, Inc.
  • Director, Chartis Taiwan Insurance Co., Ltd.
  • Chief Executive Officer, New Frontier Foundation

Current Positions:

  • Chairman, TTY Biopharm Company Limited
  • Chairman, TSH Biopharm Corporation Limited
    (Representative of TTY Biopharm Company Limited)
  • Independent Director, Pegatron Corporation
  • Senior Advisor to the President