Board Members | Company Profile | 2014 Annual Report

Board Members

Information Regarding Board Members

As of 02/28/2015

Chairman
Morris Chang

Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
U.S.A.	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
Bachelor Degree in Mechanical Engineering, MIT Master Degree in Mechanical Engineering, MIT Ph.D. in Electrical Engineering, Stanford University Former Group Vice-President, Texas Instruments Inc. Former President & COO, General Instrument Corporation Former Chairman, Industrial Technology Research Institute Former CEO, TSMC Member of National Academy of Engineering, U.S.A. Life Member Emeritus of MIT Corporation Fellow of the Computer History Museum, U.S.A.						None

Vice Chairman
F.C. Tseng

Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
R.O.C.	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
Bachelor Degree in Electrical Engineering, National Chengkung University Master Degree in Electrical Engineering, National Chiao Tung University Ph.D. in Electrical Engineering, National Chengkung University Honorary Ph.D., National Chiao Tung University 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, Chairman of Audit Committee & Compensation Committee member, Acer Inc.

Director
National Development Fund, Executive Yuan (Note 1)

Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Nationality or Place of Registration	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

Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
R.O.C.	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 Former Chairman, Development Center for Biotechnology Managing Director, Development Center for Biotechnology Honorary Chairman, Taiwan Bio Industry Organization						CEO, Personal Genomics, Inc. Independent Director of: - Far Eastern New Century Corp. - Zhen Ding Technology Holding Ltd.

Independent Director
Sir Peter Leahy Bonfield

Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
UK	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
Bachelor Degree in Engineering, Loughborough University Honours Degree in Engineering, Loughborough University Former CEO and Chairman of the Executive Committee, British Telecommunications Plc Former Chairman and CEO, ICL Plc Former Vice President, the British Quality Foundation Fellow of the Royal Academy of Engineering Chair of Council and Senior Pro-Chancellor, Loughborough University, UK						Chairman, NXP Semiconductors N.V., the Netherlands Director of: - L.M. Ericsson, Sweden - Mentor Graphics Corporation Inc., Oregon, U.S.A. - Global Logic Inc., U.S.A. Member of: - The Longreach Group Advisory Board - New Venture Partners LLP Advisory Board Board Mentor, CMi Senior Advisor to Rothschild, Londo

Independent Director
Stan Shih

Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
R.O.C.	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, National Chiao Tung University MSEE, National Chiao Tung University Honorary EE Ph.D., National Chiao Tung University 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.A. 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. Council member of Asian Corporate Governance Associate (ACGA)						Group Chairman, iD SoftCapital Director & Honorary Chairman, Acer Inc. Director of: - Qisda Corp. - Wistron Corp. - Nan Shan Life Insurance Co., Ltd. - Egis Technology Inc. - Digitimes Inc.

Independent Director
Thomas J. Engibous

Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
U.S.A.	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 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 Member of National Academy of Engineering Member of Texas Business Hall of Fame Woodrow Wilson Award Honorary Director of Catalyst Honorary Trustee, Southwestern Medical Foundation						Chairman, J. C. Penney Company Inc.

Independent Director
Gregory C. Chow

Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
U.S.A.	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 University of Hong Kong 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						None

Independent Director
Kok-Choo Chen

Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
R.O.C.	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.A. Former Senior Vice-President & General Counsel, TSMC Former President, National Culture & Arts Foundation, R.O.C. Former Vice-President, Echo Publishing, Taiwan Partner, Chen & Associates Law Offices, Taiwan Partner, Ding & Ding Law Offices, Taiwan Lawyer, Heller, Erhman, White & McAuliffe, San Francisco, California, U.S.A. Lawyer, Sullivan & Cromwell, New York, U.S.A. Lawyer, Tan, Rajah & Cheah, Singapore Professor, Soochow University Professor, National Chengchi University Chair Professor, National Tsing Hua University Associate Professor, Soochow University Lecturer, Nanyang University, Singapore Chairman, National Performing Arts Center Advisor, Executive Yuan, R.O.C. Sponsor and Founder, Taipei Story House Director, National Culture and Arts Foundation, R.O.C. Director, Republic of China Female Cancer Foundation						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.

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:	Dr. Rick Tsai resigned as a director of TSMC effective January 27, 2014 and thereafter as directors and executives of TSMC’s subsidiaries.
Note 3:	Pensions funded/paid according to applicable law.
Note 4:	TSMC Board adopted a proposal that includes 2014 compensation to TSMC’s directors in the amount of NT$ 406,854 thousand at its meeting on February 10, 2015. The amount is preliminary.
Note 5:	The above-mentioned figures include expenses for Company cars and gasoline reimbursement, but do not include compensation paid to Company drivers (totaled NT$ 4,441 thousand).
Note 6:	Represents the number of cumulative employee stock options exercisable as of the date of this Annual Report.
Note 7:	TSMC did not issue employee restricted stock in 2014, and as of the date of this Annual Report.
Note 8:	Total remuneration and compensation paid to TSMC’s directors in 2013 was NT$339,617 thousand, accounting for 0.18% of 2013 net income.

Remuneration Paid to Directors

	2014
	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
NT$0 ~ 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
NT$30,000,000 ~ NT$49,999,999	None		None	Rick Tsai
NT$50,000,000 ~ NT$99,999,999	None		None
Over NT$100,000,000	Morris Chang		Morris Chang
Total	9		9