Board Members | Company Profile | 2013 Annual Report

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Board Members

Information Regarding Board Members

As of 02/28/2014

Chairman
Morris Chang

Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
06/12/2012	06/11/2015	12 /10/1986	123,137,914	0.48%	125,137,914	0.48%	135,217	0.00%
Selected Education, Past Positions & Current Positions at Non-profit Organizations					Selected Current Positions at TSMC and Other Companies
B.S. and M.S. degrees in Mechanical Engineering, MIT Ph.D. in Electrical Engineering, Stanford University Former Group Senior Vice-President, Texas Instruments Inc. Former President & COO, General Instrument Corporation Former Chairman, Industrial Technology Research Institute Former CEO, TSMC Life Member Emeritus of MIT Corporation Member of National Academy of Engineering, U.S.					None

Vice Chairman
F.C. Tseng

Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
06/12/2012	06/11/2015	05/13/1997	34,662,675	0.13%	34,472,675	0.13%	132,855	0.00%
Selected Education, Past Positions & Current Positions at Non-profit Organizations					Selected Current Positions at TSMC and Other Companies
Ph.D. in Electrical Engineering, National Chengkung University, Taiwan Former President, Vanguard International Semiconductor Corp. Former President, TSMC Former Deputy CEO, TSMC Chairman, TSMC Education and Culture Foundation Director, National Culture and Arts Foundation, R.O.C.					Chairman of: - TSMC China Company Ltd. - Global Unichip Corp. Vice Chairman, Vanguard International Semiconductor Corp. Director of: - TSMC Solar Ltd. - TSMC Solid State Lighting Ltd. Independent Director, Compensation Committee 　member & Chairman of the Financial Statement 　and Internal Control Review Committee, Acer Inc.

Director
National Development Fund, Executive Yuan (Note 1)

Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
06/12/2012	06/11/2015	12/10/1986	1,653,709,980	6.38%	1,653,709,980	6.38%	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organizations					Selected Current Positions at TSMC and Other Companies

　 Representative: Johnsee Lee

Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
06/12/2012	06/11/2015	08/06/2010 (Note 2)	1,653,709,980	6.38%	1,653,709,980	6.38%	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organizations					Selected Current Positions at TSMC and Other Companies
Ph.D. in Chemical Engineering, Illinois Institute of Technology MBA, University of Chicago Graduate of Harvard Business School’s Advanced Management Program Former Principal Investigator, Argonne National Laboratory Former Senior Manager, Johnson Matthey Inc. Former President, Industrial Technology Research Institute Chairman, Development Center for Biotechnology President, Taiwan Bio Industry Organization					Independent Director of: - Taiwan Polysilicon Corp. - Zhen Ding Technology Holding Ltd. - Far Eastern New Century Corp.

Director
Rick Tsai (Resigned on 01/27/2014) (Note 3)

Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
06/12/2012	06/11/2015	06/03/2003	33,665,046	0.13%	31,877,046	0.12%	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organizations					Selected Current Positions at TSMC and Other Companies
Ph.D. in Material Science, Cornell University, U.S. Former President, Vanguard International Semiconductor Corp. Former Executive Vice President, Worldwide Marketing and Sales, TSMC Former COO, TSMC Former President & CEO, TSMC Former President of New Businesses, TSMC Advisor, Executive Yuan, R.O.C.					Chairman & CEO, TSMC Solar Ltd. Chairman & CEO, TSMC Solid State Lighting Ltd. Director, TSMC subsidiary President, TSMC subsidiaries Director, Motech Industries, Inc.

Independent Director
Sir Peter Leahy Bonfield

Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
06/12/2012	06/11/2015	05/07/2002	-	-	-	-	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organizations					Selected Current Positions at TSMC and Other Companies
Honours Degree in Engineering, Loughborough University Fellow of the Royal Academy of Engineering Chair of Council and Senior Pro-Chancellor, Loughborough University, UK Former Chairman and CEO, ICL Plc Former CEO and Chairman of the Executive Committee, British Telecommunications Plc Former Vice President, the British Quality Foundation					Chairman, NXP Semiconductors N.V., the Netherlands Director of: - Sony Corporation, Japan - L.M. Ericsson, Sweden - Mentor Graphics Corporation Inc., Oregon, U.S. Member of: - The Longreach Group Advisory Board - The Sony Corporation Advisory Board - New Venture Partners LLP Advisory Board Advisor to Apax Partners LLP Board Mentor, CMi Senior Advisor to Rothschild, London

Independent Director
Stan Shih

Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
06/12/2012	06/11/2015	04/14/2000	1,480,286	0.01%	1,480,286	0.01%	16,116	0.00%
Selected Education, Past Positions & Current Positions at Non-profit Organizations					Selected Current Positions at TSMC and Other Companies
BSEE and MSEE in National Chiao Tung University, Taiwan Honorary EE Ph.D. in National Chiao Tung University, Taiwan Honorary Doctor of Technology, The Hong Kong Polytechnic University Honorary Fellowship, University of Wales, Cardiff, UK Honorary Doctor of International Law, Thunderbird, American Graduate School of International Management, U.S. Co-Founder, Chairman Emeritus, Acer Group Former Chairman & CEO, Acer Group Chairman, National Culture and Arts Foundation, R.O.C. Director, Public Television Service Foundation, R.O.C.					Chairman, Acer Inc. Group Chairman, iD SoftCapital Director of: - Qisda Corp. - Wistron Corp. - Nan Shan Life Insurance Co., Ltd.

Independent Director
Thomas J. Engibous

Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
06/12/2012	06/11/2015	06/10/2009	-	-	-	-	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organizations					Selected Current Positions at TSMC and Other Companies
Bachelor Degree in Electrical Engineering, Purdue University Master Degree in Electrical Engineering, Purdue University Honorary Doctorate in Engineering, Purdue University Member, National Academy of Engineering Member, Texas Business Hall of Fame Woodrow Wilson Award Former Executive Vice President and President of the Semiconductor Group, Texas Instruments Inc. Former President and CEO, Texas Instruments Inc. Former Chairman of the Board, Texas Instruments Inc. Former Chairman of the Board of Catalyst Honorary Director of Catalyst Honorary Trustee, Southwestern Medical Foundation					Chairman, J. C. Penney Company Inc.

Independent Director
Gregory C. Chow

Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
06/12/2012	06/11/2015	06/09/2011	-	-	-	-	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organizations					Selected Current Positions at TSMC and Other Companies
Bachelor Degree in Economics, Cornell University, 1951 Master Degree in Economics, The University of Chicago, 1952 Ph.D. in Economics, The University of Chicago, 1955 Academician, Academia Sinica, R.O.C. Member, American Philosophical Society Fellow of the American Statistical Association Fellow of the Econometric Society Former President, Society of Economic Dynamics and Control Honorary Doctor’s, Sun Yat-Sen University L.L.D., Lingnan University Hon. Dr. of Business Adm, The Hong Kong University of Science and Technology Honorary Professor of Fudan, Guangxi, Hainan, Nankai, Shandong, Remin, Huazhong University of Science and Technology, Graduate University of Management of Chinese Academy of Sciences, Sun Yat-Sen Universities and City University of Hong Kong Assistant Professor, MIT, 1955~1959 Associate Professor, Cornell University, 1959~1962 Research Staff Member and Manager of Economics 　 Research, IBM Thomas Watson Research Center, 1962~1970 Adjunct Professor, Columbia University, 1964~1970 Professor and Director, Econometric Research Program, Princeton University, 1970~2001 (In 2001 Princeton University renamed the Program the Gregory C. Chow Econometric Research Program in his honor.) Class of 1913 Professor of Political Economy, Princeton University, 1976~2001 Chairman of the American Economic Association’s Committee on Exchanges in Economics with the People’s Republic of China, 1981~1994 Co-chairman of the U.S. Committee on Economics Education and Research in China, 1985~1994 Advisor to Prime Ministers and Chairmen of the Economic Planning and Development Council of the Executive Yuan in Taiwan on economic policy from the mid 1960’s to the early 1980’s Advisor to the Prime Minister and the State Commission for Restructuring the Economic System on economic reform in China, 1985~1989 Professor of Economics and Class of 1913 Professor of Political Economy, Emeritus, Princeton University, 2001~Present Lecturer with the Rank of Professor, Princeton University					None

Independent Director
Kok-Choo Chen

Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
06/12/2012	06/11/2015	06/09/2011	-	-	-	-	5,120	0.00%
Selected Education, Past Positions & Current Positions at Non-profit Organizations					Selected Current Positions at TSMC and Other Companies
Inns of Court School of Law, England Barrister-at-law, England Advocate & Solicitor, Singapore Attorney-at-law, California, U.S. Senior Vice-President & General Counsel, TSMC, 1997~2001 President, National Culture & Arts Foundation, R.O.C., 1995~1997 Vice-President, Echo Publishing, Taiwan, 1992~1995 Partner, Chen & Associates Law Offices, Taiwan, 1988~1992 Partner, Ding & Ding Law Offices, Taiwan, 1975~1988 Lawyer, Heller, Erhman, White & McAuliffe, San Francisco, California, U.S., 1974~1975 Lawyer, Sullivan & Cromwell, New York, U.S., 1971~1974 Lawyer, Tan, Rajah & Cheah, Singapore, 1969~1970 Professor, Soochow University, 2001~2008 Professor, National Chengchi University, 2001~2004 Chair Professor, National Tsing Hua University, 1999~2002 Associate Professor, Soochow University, 1981~1998 Lecturer, Nanyang University, Singapore, 1970~1971 Sponsor and Founder, two Taiwan heritage site museums (Taipei Story House and Futai Street Mansion) Advisor, Executive Yuan, R.O.C. Advisor, Taipei City Government Director of National Culture and Arts Foundation, R.O.C. Director of Republic of China Female Cancer Foundation, R.O.C.					None

Remarks:
No member of the Board of Directors held TSMC shares by nominee arrangement. No member of the Board of Directors had a spouse or relative within two degrees of consanguinity serving as a manager or director at TSMC.

Note 1:

Major Shareholder of TSMC’s Director that is an Institutional Shareholder.

Director that is an Institutional Shareholder of TSMC	Top 10 Shareholders
National Development Fund, Executive Yuan	Not Applicable

Major institutional shareholders of National Development Fund: Not applicable.

Note 2:

Mr. Johnsee Lee was appointed as the representative of National Development Fund on August 6, 2010.

Note 3:

Dr. Rick Tsai resigned as a director of TSMC effective January 27, 2014 and thereafter as directors and executives of TSMC’s subsidiaries. The shareholdings of himself and his spouse and minor were not disclosed after that date.

Remuneration Paid to Directors (Note 1)

Unit: NT$ thousands

Note 1:	Remuneration policies, standards/packages, procedures, the linkage to operating performance and future risk exposure: The base compensation for the Chairman, Vice-Chairman and directors are determined in accordance with the procedures set forth in TSMC’s Articles of Incorporation. The Articles of Incorporation also provides that the compensation to directors shall be no more than 0.3% of earnings available for distribution and directors who also serve as executive officers of TSMC are not entitled to receive compensation to directors. The distribution of compensation to directors shall be made in accordance with TSMC’s “Rules for Distribution of Compensation to Directors“.
Note 2:	Effective November 12, 2013, Chairman and Chief Executive Officer Dr. Morris Chang retired as Chief Executive Officer. Executive Vice Presidents and Co-Chief Operating Officers Drs. Mark Liu and C.C. Wei assumed the role as Co-Chief Executive Officers.
Note 3:	No “Compensation to Directors“ was paid to Dr. Morris Chang before November 12, 2013.
Note 4:	Dr. Rick Tsai resigned as a director of TSMC effective January 27, 2014 and thereafter as directors and executives of TSMC’s subsidiaries.
Note 5:	Pensions funded according to applicable law.
Note 6:	TSMC Board adopted a proposal that includes 2013 compensation to TSMC’s directors in the amount of NT$104,136 thousand at its meeting on February 18, 2014.
Note 7:	The above-mentioned figures include expenses for Company cars and gasoline reimbursement, but do not include compensation paid to Company drivers (totaled NT$4,855 thousand).
Note 8:	The above-mentioned figures include the employees’ cash bonuses distributed in May, August, November 2013 and February 2014.
Note 9:	The above-mentioned figures are preliminary and the proposed employee profit sharing distribution will be processed after the approval of the same by shareholders at the Annual Shareholders’ Meeting on June 24, 2014.
Note 10:	Represents the number of cumulative employee stock options exercisable as of the date of this Annual Report.
Note 11:	TSMC did not issue employee restricted stock in 2013, and as of the date of this Annual Report.
Note 12:	Total remuneration and compensation paid to TSMC’s directors in 2012 was NT$370,823 thousand, accounting for 0.22% of 2012 net income.

Remuneration Paid to Directors

	2013
	Total Remuneration (A+B+C+D)		Total Compensation (A+B+C+D+E+F+G+J)
	From TSMC	From All Consolidated Entities	From TSMC	From All Consolidated Entities and Non-consolidated Affiliates
Under NT$2,000,000	None	Rick Tsai	None
NT$2,000,000 ~ NT$4,999,999	None		None
NT$5,000,000 ~ NT$9,999,999	National Development Fund, Executive Yuan		National Development Fund, Executive Yuan
NT$10,000,000 ~ NT$14,999,999	Sir Peter Leahy Bonfield, Stan Shih, Thomas J. Engibous, Gregory C. Chow, Kok-Choo Chen		Sir Peter Leahy Bonfield, Stan Shih, Thomas J. Engibous, Gregory C. Chow, Kok-Choo Chen
NT$15,000,000 ~ NT$29,999,999	F.C. Tseng		F.C. Tseng	F.C. Tseng, Rick Tsai
NT$30,000,000 ~ NT$49,999,999	None		None
NT$50,000,000 ~ NT$99,999,999	Morris Chang		None
Over NT$100,000,000	None		Morris Chang
Total	9		9