2016 TSMC Annual Report

TSMC Annual Report > 2016 > Company Profile > Board Members

Board Members

Information Regarding Board Members

As of 02/28/2017

Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Chairman Morris Chang
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
Male	U.S.A.	06/09/2015	06/08/2018	12/10/1986	125,137,914	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
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
Male	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 Former Director, National Culture and Arts Foundation, R.O.C. Chairman, TSMC Education and Culture Foundation						Chairman of: - TSMC China Company Ltd. - Global UniChip Corp. Vice Chairman, Vanguard International Semiconductor Corp. Independent Director, Chairman of Audit Committee & Compensation Committee member, Acer Inc.
Director National Development Fund, Executive Yuan (Note 1)
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Gender	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
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
Male	R.O.C.		08/06/2010 (Note 2)		-	-	-	-	-	-
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
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
Male	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. Member, The Longreach Group Advisory Board Board Mentor, CMi Senior Advisor to : - Alix Partners, London - G3 Good Governance Group, London.
Independent Director Stan Shih
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
Male	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 Former 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. - Chinese Television System Inc.
Independent Director Thomas J. Engibous
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
Male	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 Former Chairman of the Board of J.C. Penney Company, Inc. Former Lead Director, J.C. Penney Company, Inc. Member of National Academy of Engineering Member of Texas Business Hall of Fame Honorary Director of Catalyst Honorary Trustee, Southwestern Medical Foundation						None
Independent Director Kok-Choo Chen
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
Female	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 Former Advisor, Executive Yuan, R.O.C., 2009-2016 Former Director, National Culture and Arts Foundation, R.O.C., 2011-2016 Former Chairman, National Performing Arts Center, 2014-January 2017 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 Founder and Executive Director, Museum207 (located in Taipei) Director, Republic of China Female Cancer Foundation						None
Independent Director Michael R. Splinter
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shareholding When Elected		Current Shareholding		Spouse & Minor Shareholding
Gender	Nationality or Place of Registration	Date Elected	Term Expires	Date First Elected	Shares	%	Shares	%	Shares	%
Male	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:

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 annual profits 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:	Pensions funded/paid according to applicable law.
Note 3:	The above-mentioned figures include expenses for Company cars and gasoline reimbursement, but do not include compensation paid to Company drivers (totaled NT$4,815 thousand).
Note 4:	Total remuneration and compensation of TSMC and all consolidated entities paid to TSMC’s directors in 2015 were NT$394,468 thousand, accounting for 0.13% of 2015 net income.