Home > Investor Relations > Corporate Governance > Board of Directors
Board of Directors    
Financials
Annual Reports
Corporate Governance
Board of Directors
Committees
NYSE Section 303A
Internal Audit
Major Internal Policies
Shareholder Services
Financial Calendar
FAQ
Board Structure

TSMC's Board of Directors consists of ten distinguished members with a great breadth of experience as world-class business leaders or professionals. We rely on them for their diverse knowledge, personal perspectives, and solid business judgment. Five of the ten members are independent directors: former British Telecommunications Chief Executive Officer, Sir Peter Bonfield; Co-Founder, Chairman Emeritus of the Acer Group, Mr. Stan Shih; former Texas Instruments Inc. Chairman of the Board, Mr. Thomas J. Engibous; former Chairman of National Performing Arts Center and former Advisor to the R.O.C. Executive Yuan, Ms. Kok-Choo Chen; and former Chairman of Applied Materials, Inc., Mr. Michael R. Splinter. One of the members of the Board Directors is female.

Board Responsibilities

Under the leadership of Chairman Morris Chang, TSMC's Board of Directors takes a serious and forthright approach to its duties and is a dedicated, competent and independent Board.

In the spirit of Chairman Chang's approach to corporate governance, a board of directors' primary duty is to supervise. The Board should supervise the Company's: compliance with relevant laws and regulations, financial transparency, timely disclosure of material information, and maintaining of the highest integrity within the Company. TSMC's Board of Directors strives to perform these responsibilities through the Audit Committee and the Compensation Committee, the hiring of a financial expert for the Audit Committee, and coordination with the Internal Audit department.

The second duty of the Board of Directors is to evaluate the management's performance and to appoint and dismiss officers of the Company when necessary. TSMC's management has maintained a healthy and functional communication with the Board of Directors, has been devoted in executing guidance of the Board, and is dedicated in running the business operations, all to achieve the best interests for TSMC shareholders.

The third duty of the Board of Directors is to resolve the important, concrete matters, such as capital appropriations, investment activities, dividends, etc.

The fourth duty of the Board of Directors is to provide guidance to the management team of the Company. Quarterly, TSMC's management reports to the Board on a variety of subjects. The management also reviews the Company's business strategies with the Board and updates TSMC's Board on the progress of those strategies, obtaining Board guidance as appropriate.


  • Directors'
    Biographies
  • Major Resolutions of
    Board Meetings
  • Election of
    Directors

Morris Chang
Chairman
Joined TSMC Board: 1986
Dr. Morris Chang has been the founding Chairman of our Board of Directors since our establishment and was our Chief Executive Officer from March 1998 to June 2005. He again served as our Chief Executive Officer since June 2009 before retiring as Chief Executive Officer on November 12, 2013. From 1985 to 1994, he was President and then Chairman of the Board of Directors of Industrial Technology Research Institute ("ITRI"). Prior to that, Dr. Chang was President and Chief Operating Officer of General Instrument Corporation; Group Vice-President for Texas Instruments. He is also a member of National Academy of Engineering in the U.S., Life Member Emeritus of MIT Corporation in the U.S., fellow of the Computer History Museum in the U.S. and Laureate of ITRI. He holds a bachelor's degree and a master's degree in mechanical engineering from the Massachusetts Institute of Technology and a Ph.D. in electrical engineering from Stanford University.

F.C. Tseng
Vice Chairman
Joined TSMC Board: 1997
Dr. F.C. Tseng has been our Vice Chairman since July 2005. He was Deputy Chief Executive Officer from August 2001 to June 2005. He is also the Chairman of TSMC China Co., Ltd. and Global Unichip Corp., and the Vice Chairman of Vanguard International Semiconductor Corp. ("VIS"). He also serves as an independent director, Chairman of Audit Committee and a member of Compensation Committee of Acer Inc. He formerly served as the President of VIS from 1996 to 1998 and our President from May 1998 to August 2001. Prior to his presidency at VIS, Dr. Tseng served as our Senior Vice President of Operations. He holds a Ph.D. in electrical engineering from National Cheng-Kung University.

Sir Peter L. Bonfield
Independent Director
Joined TSMC Board: 2002
Chair, Audit Committee
Member, Compensation Committee
Sir Peter Bonfield was the Chief Executive Officer and Chairman of the Executive Committee of British Telecommunications from January 1996 to January 2002, and the Vice President of the British Quality Foundation from its creation in 1993 until 2012. He is currently the Chairman of the Board of Directors of NXP Semiconductors N.V. in the Netherlands and Global Logic Inc. in the U.S. He is also a member of the Longreach Group Advisory Board. He also serves as a Board Mentor of CMi and a Senior Advisor to Alix Partners and G3 Good Governance Group in London. He is a fellow of The Royal Academy of Engineering and the Chair of Council and Senior Pro-Chancellor at Loughborough University in UK. He holds an honours degree in engineering from Loughborough University.

Stan Shih
Independent Director
Joined TSMC Board: 2000
Member, Audit Committee
Chair, Compensation Committee
Mr. Stan Shih is the co-founder and Chairman Emeritus of the Acer Group. He served as the Chairman and Chief Executive Officer of the Acer Group from 1976 to 2004. He is currently the Director and Honorary Chairman of Acer Inc., the Chairman of Stans Foundation and a director of Qisda Corp., Wistron Corp., Nan Shan Life Insurance Co., Ltd., Egis Technology Inc., Digitimes Inc. and Chinese Television System Inc. Mr. Shih holds a bachelor's degree, a master's degree and an honorary Ph.D. in electrical engineering from National Chiao Tung University. He also holds an honorary doctoral degree in technology from the Hong Kong Polytechnic University, an honorary fellowship from the University of Wales and an honorary doctoral degree in international law from the Thunderbird, American Graduate School of International Management.

Thomas J. Engibous
Independent Director
Joined TSMC Board: 2009
Member, Audit Committee
Member, Compensation Committee
Mr. Thomas Engibous joined Texas Instruments ("TI") in 1976 and served there until retirement in 2008. During his 32-year career at TI, his duties included Chairman from 2004 to 2008, Chairman, President and Chief Executive Officer from 1998 to 2004, President and Chief Executive Officer from 1996 to 1998 and Executive Vice President and President of the company's Semiconductor Group from 1993 to 1996. Mr. Engibous served as the Chairman of J.C. Penney Company Inc. from 2012 to 2015 and its Lead Director from 2015 to 2016. He serves as Honorary Trustee of the Southwestern Medical Foundation. He is also a member of National Academy of Engineering and Texas Business Hall of Fame. He received the Woodrow Wilson Award in 2004. He holds a master's degree in electrical engineering and an honorary doctorate in engineering from Purdue University.

Kok-Choo Chen
Independent Director
Joined TSMC Board: 2011
Member, Audit Committee
Member, Compensation Committee
Ms. Kok-Choo Chen served as the Chairman of National Performing Arts Center from 2014 to January 2017, and an advisor to the R.O.C. Executive Yuan from 2009 to 2016. She was the founder and Executive Director of Taipei Story House from 2003 to 2015. She served as our Senior Vice President and General Counsel from 1997 to 2001. Currently, Ms. Chen is the founder and Executive Director of the Museum207 located in Taipei. Ms. Chen has over 24 years of experience working in international law firms. She has also taught law at Soochow University, National Chengchi University and National Tsing-Hua University in Taiwan for over 28 years. Ms. Chen is licensed to practice law in England, Singapore and California.

Michael R. Splinter
Independent Director
Joined TSMC Board: June 2015
Member, Audit Committee
Member, Compensation Committee
Mr. Splinter served as Chief Executive Officer of Applied Materials from 2003 to 2012 and as Chairman of the Board of Directors since 2009 and retired in June 2015. Prior to that, he served at Intel Corp. as Executive Vice President of Sales and Marketing from 2001 to 2003, and Executive Vice President of Technology and Manufacturing group from 1996 to 2001. Mr. Splinter currently serves as Director of The NASDAQ OMX Group, Inc. and Pica8, Inc. He is also a General Partner of WISC Partners LP. Mr. Splinter obtained his Bachelor and Master Degree in Electrical Engineering from the University of Wisconsin Madison, and he was also bestowed an honorary Ph.D. in Engineering from the University of Wisconsin Madison in May 2015.

Johnsee Lee
Director (Representative of the National Development Fund)
Joined TSMC Board: 2010
Dr. Johnsee Lee is Chief Executive Officer of Personal Genomics, Inc. He also serves as the Managing Director of Development Center for Biotechnology, the Honorary Chairman of Taiwan Bio Industry Organization and an independent director of Zhen Ding Technology Holding Ltd., Far Eastern New Century Corp., Everlight Electronics Co., Ltd. and San Fu Chemical Co., Ltd. He was the President of ITRI from 2003 to 2010 and has also served on many government and industrial boards and committees. Before returning to Taiwan, he held various technical and managerial positions at Argonne National Laboratory and Johnson Matthey Inc. in the U.S. from 1981 to 1990. He holds a Ph.D. in chemical engineering from the Illinois Institute of Technology, and a MBA from the University of Chicago. He is also a graduate of Harvard Business School's Advanced Management Program.

Mark Liu
Director
Joined TSMC Board: 2017
Dr. Mark Liu is currently our President and Co-Chief Executive Officer. Prior to that, he was our Executive Vice President and Co-Chief Operating Officer from March 2012 to November 2013, Senior Vice President of Operations from 2009 to 2012, and Senior Vice President of Advanced Technology Business from December 2005 to 2009. He served in a number of executive positions at TSMC Fabs and the Operations organization from 2000 to 2006. From 1999 to 2000, he served as the President of Worldwide Semiconductor Manufacturing Company. Prior to joining us in 1993, from 1987 to 1993, Dr. Liu was with AT&T Bell Laboratory, Holmdel, NJ, as a research manager for the High Speed Electronics Research Laboratory, working on optical fiber communication systems. From 1983 to 1987, he was a process integration manager of CMOS technology development at Intel Corporation, Santa Clara, CA, developing silicon process technologies for Intel microprocessor. He holds a bachelor degree in Electrical Engineering from National Taiwan University and a master and Ph.D. degrees in Electrical Engineering and Computer Science from University of California, Berkeley.

C.C. Wei
Director
Joined TSMC Board: 2017
Dr. C.C. Wei is currently our President and Co-Chief Executive Officer. He also serves as the Chairman of TSMC Nanjing Co., Ltd. and the Chairman of Taiwan Semiconductor Industry Association. Dr. Wei was our Executive Vice President and Co-Chief Operating Officer from March 2012 to November 2013, Senior Vice President of Business Development from 2009 to 2012, and Senior Vice President of Mainstream Technology Business from December 2005 to 2009. Before joining us in 1998, he was Senior Vice President of Technology at Chartered Semiconductor Manufacturing Ltd. in Singapore and Senior Manager for Logic and SRAM technology development at STMicroelectronics N.V. in Texas. He holds a Ph.D. in Electrical Engineering from Yale University.



According to TSMC's Articles of Incorporation, directors shall be elected pursuant to the candidates nomination system as specified in Article 192-1 of the R.O.C. "Company Law".

At the regular meeting of February 14, 2017, TSMC's Board of Directors had approved to increase the number of TSMC directors from eight to ten and to elect two additional directors at TSMC's 2017 Annual Shareholders' Meeting. The term of office of the two directors to be elected shall expire on the same date as the term of the existing directors, from June 8, 2017 to June 8, 2018. The Board also authorized the Chairman to nominate Dr. Mark Liu and Dr. CC Wei as the candidates for directors.

According to the Article 192-1 of the R.O.C. "Company Law", TSMC announced on March 20, 2017 the period for accepting the nomination of director candidates, the number of directors to be elected, the place designated for accepting the roster of director nominees, and other necessary matters. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for directors in writing, provided that the total number of director nominees shall not exceed the number of the directors to be elected. Any shareholder qualified to so nominate may submit to the Company the name(s) of the director nominee(s), and shall send, during the nomination time period from April 5 to April 14, 2017, the name, education background and work experience of the nominee(s), a letter signed by each nominee consenting to act as director if elected, a written statement issued by each nominee assuring that he/she is not prohibited from so acting under any of the circumstances set forth in Article 30 of the R.O.C. "Company Law", and other relevant documents signed and provided by each nominee to TSMC via registered post sent to the following address: No. 8, Li-Hsin Road 6, Hsin-Chu Science Park, Hsin-Chu, Taiwan, R.O.C.

At the special meeting of Board of Directors of April 26, 2017, it was reported that the Company received, during the above-mentioned nomination period, the list of director nominees sent from the Board of Directors. No nomination requests were received from any qualified shareholder. Then the Board of Directors reviewed and approved to list Dr. Mark Liu and Dr. CC Wei to stand for election of two additional director positions at TSMC's Annual Shareholders' Meeting on June 8, 2017.

The two additional directors, Dr. Mark Liu and Dr. CC Wei, were elected at TSMC's 2017 Annual Shareholders' Meeting. The academic backgrounds and experiences of the two directors are listed below:

As of 06/08/2017
Name Education & Professional Qualifications Major Past Positions Current Positions
Mark Liu
Bachelor Degree in Electrical Engineering, National Taiwan University
Master Degree and Ph.D. in Electrical Engineering & Computer Science, University of California, Berkeley, USA
Executive Vice President and Co-Chief Operating Officer, TSMC
Senior Vice President, Operations, TSMC
Senior Vice President, Advanced Technology Business, TSMC
President, Worldwide Semiconductor Manufacturing Corp.
President and Co-Chief Executive Officer, TSMC
CC Wei
Bachelor and Master Degrees in Electrical Engineering, National Chiao Tung University
Ph.D. in Electrical Engineering, Yale University, USA
Executive Vice President and Co-Chief Operating Officer, TSMC
Senior Vice President, Business Development, TSMC
Senior Vice President, Mainstream Technology Business, TSMC
Senior Vice President, Chartered Semiconductor Manufacturing Ltd.
President and Co-Chief Executive Officer, TSMC
Chairman, TSMC Nanjing Company Limited
Chairman, Taiwan Semiconductor Industry Association

For more information or to provide
feedback on our investor relations,
please contact us at
Email:invest@tsmc.com
Tel:+886-3-568-2080
3Q17 Earnings Conference and Conference Call Replay
September 2017 Monthly Revenue
Media Contacts
Company Profile
Board of Directors
Executives
Latest News
Contact Us
TSMC-Onlinenew window
Online information and transaction for our customers.
The web-based portal for smarter supplier interactions.
Member Login
Join TSMC member to get the latest press releases and financial reports.
Find more information about TSMC.
Open Innovation Platform® Home     Contact Us     Site Map     FAQ     Legal Notice & Trademark Information     Privacy Policy
Copyright© Taiwan Semiconductor Manufacturing Company Limited 2010-2017, All Rights Reserved.