TSMC Annual Report >  2015 > Company Profile > Board Members

Board Members

Information Regarding Board Members

As of 02/29/2016

 

Chairman
Morris Chang

Nationality or
Place of Registration

Date Elected

Term Expires

Date First Elected

Shareholding
When Elected

Current
Shareholding

Spouse &
Minor Shareholding

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

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

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

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

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

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

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

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

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

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

Remuneration Paid to Directors (Note 1) (image)

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