2015 TSMC Annual Report

TSMC Annual Report > 2015 > Company Profile > Board Members

Board Members

Information Regarding Board Members

As of 02/29/2016

Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Chairman Morris Chang
Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
U.S.A.	06/09/2015	06/08/2018	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 Organization					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 Life Member Emeritus of MIT Corporation Fellow of the Computer History Museum Laureate of the Industrial Technology Research Institute					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.	06/09/2015	06/08/2018	05/13/1997	34,472,675	0.13%	34,472,675	0.13%	132,855	0.00%
Selected Education, Past Positions & Current Positions at Non-profit Organization					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 Solid State Lighting Ltd. (as of 03/18/2015) (Note 1) - TSMC Solar Ltd. (as of 12/14/2015) (Note 2) Independent Director, Chairman of Audit Committee & Compensation Committee member, Acer Inc.
Director National Development Fund, Executive Yuan (Note 3)
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	%
	06/09/2015	06/08/2018	12/10/1986	1,653,709,980	6.38%	1,653,709,980	6.38%	-	-
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.		08/06/2010 (Note 4)		-	-	-	-	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organization					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. - Everlight Electronics Co., Ltd. - San Fu Chemical Co., 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	06/09/2015	06/08/2018	05/07/2002	-	-	-	-	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organization					Selected Current Positions at TSMC and Other Companies
Bachelor Degree in Engineering, Loughborough University Honours Degree in Engineering, Loughborough University Former Chairman and CEO, ICL Plc Former CEO and Chairman of the Executive Committee, British Telecommunications 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 of: - NXP Semiconductors N.V., the Netherlands - Global Logic Inc., U.S.A. Director, Mentor Graphics Corporation Inc., Oregon, U.S.A. Member, The Longreach Group Advisory Board Board Mentor, CMi Senior Advisor to : - Rothschild, London - Alix Partners, London - G3 Good Governance Group, London.
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.	06/09/2015	06/08/2018	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 Organization					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) Chairman of Stans Foundation					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.	06/09/2015	06/08/2018	06/10/2009	-	-	-	-	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organization					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 Honorary Director of Catalyst Honorary Trustee, Southwestern Medical Foundation					Lead Director, J.C. Penny Company, Inc.
Independent Director Gregory C. Chow (Note 5)
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	06/09/2015	06/09/2011	-	-	-	-	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organization					Selected Current Positions at TSMC and Other Companies
Bachelor Degree in Economics, Cornell University Master Degree in Economics, The University of Chicago Ph.D. in Economics, The University of Chicago 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.	06/09/2015	06/08/2018	06/09/2011	-	-	-	-	5,120	0.00%
Selected Education, Past Positions & Current Positions at Non-profit Organization					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. Lawyer, Tan, Rajah & Cheah, Singapore, 1969-1970 Lawyer, Sullivan & Cromwell, New York, U.S.A., 1971-1974 Lawyer, Heller, Erhman, White & McAuliffe, San Francisco, California, U.S.A., 1974-1975 Partner, Ding & Ding Law Offices,Taiwan, 1975-1988 Partner, Chen & Associates Law Offices,Taiwan, 1988-1992 Former Vice-President, Echo Publishing, Taiwan, 1992-1995 Former President, National Culture & Arts Foundation, R.O.C., 1995-1997 Former Senior Vice-President & General Counsel, TSMC, 1997-2001 Founder & Executive Director of Taipei Story House, 2003-2015 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 Chairman, National Performing Arts Center Advisor, Executive Yuan, R.O.C. Director, National Culture and Arts Foundation, R.O.C. Director, Republic of China Female Cancer Foundation					None
Independent Director Michael R. Splinter (Note 6)
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.	06/09/2015	06/08/2018	06/09/2015	-	-	-	-	-	-
Selected Education, Past Positions & Current Positions at Non-profit Organization					Selected Current Positions at TSMC and Other Companies
Bachelor and Master Degrees in Electrical Engineering, University of Wisconsin Madison Honorary Ph.D, in Engineering, University of Wisconsin Madison Former Executive Vice President of Technology and Manufacturing group, Intel Corporation Former Executive Vice President of Sales and Marketing, Intel Corporation Former CEO, Applied Materials, Inc., Former Chairman, Applied Materials, Inc., Director, Silicon Valley Leadership Group Director, Semiconductor Equipment and Materials International (SEMI) Director, University of Wisconsin Foundation					Director of: - The NASDAQ OMX Group, Inc. - Pica8, Inc. General Partner, WISC Partners LP

Remarks:
1. No member of the Board of Directors held TSMC shares by nominee arrangement. 2. 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:

On January 9, 2015, the Board of Directors of TSMC approved to sell all shares of TSMC Solid Sate Lighting (TSMC SSL) held by TSMC and TSMC’s subsidiary to Epistar Corporation. After the transaction, TSMC completely exited TSMC SSL. Dr. F.C. Tseng stopped his directorship as of March 18, 2015.

Note 2:

TSMC Solar ceased manufacturing operations in August 2015. On November 10, 2015, TSMC’s Board of Directors approved merging TSMC Solar into TSMC, with the latter as the surviving entity. The merger record date was December 14, 2015.

Note 3:

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 4:

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

Note 5:

Professor Dr. Gregory C. Chow’s tenure expired on June 9, 2015 because he was not re-elected at the 2015 Annual Shareholders’ Meeting.

Note 6:

Mr. Michael R. Splinter was elected as TSMC’s independent director at TSMC’s Annual Shareholder’s Meeting on June 9, 2015.

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 annual profitsand directors who also serve as executive officersof 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:	Professor Dr. Gregory C. Chow’s tenure expired on June 9, 2015 because he was not re-elected at the 2015 Annual Shareholders’ Meeting.
Note 3:	Mr. Michael R. Splinter was elected as TSMC’s independent director at TSMC’s Annual Shareholders’ Meeting on June 9, 2015.
Note 4:	Pensions funded/paid according to applicable law.
Note 5:	The above-mentioned figuresinclude expenses for Company cars and gasoline reimbursement, but do not include compensation paid to Company drivers (totaled NT$4,621 thousand).
Note 6:	Represents the number of employee stock options exercisable as of the date of this Annual Report.
Note 7:	TSMC did not issue employee restricted stock in 2015, and as of the date of this Annual Report.
Note 8:	Total remuneration and compensation of TSMC and all consolidated entities paid to TSMC’s directors in 2014 were NT$444,110 thousand and NT$478,063 thousand respectively, accounting for 0.17% and 0.18% of 2014 net income respectively.

Remuneration Paid to Directors

	2015
	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		None
NT$2,000,000 ~ NT$4,999,999	None		None
NT$5,000,000 ~ NT$9,999,999	National Development Fund, Executive Yuan, Gregory C. Chow, Michael R. Splinter		National Development Fund, Executive Yuan, Gregory C. Chow, Michael R. Splinter
NT$10,000,000 ~ NT$14,999,999	Sir Peter Leahy Bonfield, Stan Shih, Thomas J. Engibous, Kok-Choo Chen		Sir Peter Leahy Bonfield, Stan Shih, Thomas J. Engibous, 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
NT$50,000,000 ~ NT$99,999,999	None		None
Over NT$100,000,000	Morris Chang		Morris Chang
Total	9		9