Annual Reports  >  2013  >  Company Profile > Board Members
Board Members
繁中

Information Regarding Board Members

As of 02/28/2014

Chairman
Morris Chang

Date
Elected

Term
Expires

Date First Elected

Shareholding
When Elected

Current Shareholding

Spouse & Minor Shareholding

Shares

%

Shares

%

Shares

%

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

B.S. and M.S. degrees in Mechanical Engineering, MIT

Ph.D. in Electrical Engineering, Stanford University


Former Group Senior Vice-President, Texas Instruments Inc.

Former President & COO, General Instrument Corporation

Former Chairman, Industrial Technology Research Institute

Former CEO, TSMC

Life Member Emeritus of MIT Corporation

Member of National Academy of Engineering, U.S.

None

Vice Chairman
F.C. Tseng

Date
Elected

Term
Expires

Date First Elected

Shareholding
When Elected

Current Shareholding

Spouse & Minor Shareholding

Shares

%

Shares

%

Shares

%

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

Ph.D. in Electrical Engineering, National Chengkung University,
    Taiwan

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, Compensation Committee
 member & Chairman of the Financial Statement
 and Internal Control Review Committee, Acer Inc.

Director
National Development Fund, Executive Yuan (Note 1)

Date
Elected

Term
Expires

Date First Elected

Shareholding
When Elected

Current Shareholding

Spouse & Minor Shareholding

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

Date
Elected

Term
Expires

Date First Elected

Shareholding
When Elected

Current Shareholding

Spouse & Minor Shareholding

Shares

%

Shares

%

Shares

%

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
Chairman, Development Center for Biotechnology
President, Taiwan Bio Industry Organization
Independent Director of:
- Taiwan Polysilicon Corp.
- Zhen Ding Technology Holding Ltd.
- Far Eastern New Century Corp.

Director
Rick Tsai (Resigned on 01/27/2014) (Note 3)

Date
Elected

Term
Expires

Date First Elected

Shareholding
When Elected

Current Shareholding

Spouse & Minor Shareholding

Shares

%

Shares

%

Shares

%

06/12/2012

06/11/2015

06/03/2003

33,665,046

0.13%

31,877,046

0.12%

-

-

Selected Education, Past Positions & Current Positions at Non-profit Organizations Selected Current Positions at TSMC and Other Companies
Ph.D. in Material Science, Cornell University, U.S.

Former President, Vanguard International Semiconductor Corp.
Former Executive Vice President, Worldwide Marketing and Sales,
    TSMC
Former COO, TSMC
Former President & CEO, TSMC
Former President of New Businesses, TSMC
Advisor, Executive Yuan, R.O.C.
Chairman & CEO, TSMC Solar Ltd.
Chairman & CEO, TSMC Solid State Lighting Ltd.
Director, TSMC subsidiary
President, TSMC subsidiaries
Director, Motech Industries, Inc.

Independent Director
Sir Peter Leahy Bonfield

Date
Elected

Term
Expires

Date First Elected

Shareholding
When Elected

Current Shareholding

Spouse & Minor Shareholding

Shares

%

Shares

%

Shares

%

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
Honours Degree in Engineering, Loughborough University Fellow
    of the Royal Academy of Engineering
Chair of Council and Senior Pro-Chancellor, Loughborough
    University, UK

Former Chairman and CEO, ICL Plc
Former CEO and Chairman of the Executive Committee, British
    Telecommunications Plc
Former Vice President, the British Quality Foundation
Chairman, NXP Semiconductors N.V., the Netherlands
Director of:
- Sony Corporation, Japan
- L.M. Ericsson, Sweden
- Mentor Graphics Corporation Inc., Oregon, U.S.
Member of:
- The Longreach Group Advisory Board
- The Sony Corporation Advisory Board
- New Venture Partners LLP Advisory Board
Advisor to Apax Partners LLP
Board Mentor, CMi
Senior Advisor to Rothschild, London

Independent Director
Stan Shih

Date
Elected

Term
Expires

Date First Elected

Shareholding
When Elected

Current Shareholding

Spouse & Minor Shareholding

Shares

%

Shares

%

Shares

%

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 and MSEE in National Chiao Tung University, Taiwan
Honorary EE Ph.D. in National Chiao Tung University, Taiwan
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.

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.
Chairman, Acer Inc.
Group Chairman, iD SoftCapital
Director of:
- Qisda Corp.
- Wistron Corp.
- Nan Shan Life Insurance Co., Ltd.

Independent Director
Thomas J. Engibous

Date
Elected

Term
Expires

Date First Elected

Shareholding
When Elected

Current Shareholding

Spouse & Minor Shareholding

Shares

%

Shares

%

Shares

%

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
Member, National Academy of Engineering
Member, Texas Business Hall of Fame
Woodrow Wilson Award

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
Honorary Director of Catalyst
Honorary Trustee, Southwestern Medical Foundation
Chairman, J. C. Penney Company Inc.

Independent Director
Gregory C. Chow

Date
Elected

Term
Expires

Date First Elected

Shareholding
When Elected

Current Shareholding

Spouse & Minor Shareholding

Shares

%

Shares

%

Shares

%

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 Hong Kong University 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
Lecturer with the Rank of Professor, Princeton University
None

Independent Director
Kok-Choo Chen

Date
Elected

Term
Expires

Date First Elected

Shareholding
When Elected

Current Shareholding

Spouse & Minor Shareholding

Shares

%

Shares

%

Shares

%

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.

Senior Vice-President & General Counsel, TSMC, 1997~2001
President, National Culture & Arts Foundation, R.O.C., 1995~1997
Vice-President, Echo Publishing, Taiwan, 1992~1995
Partner, Chen & Associates Law Offices, Taiwan, 1988~1992
Partner, Ding & Ding Law Offices, Taiwan, 1975~1988
Lawyer, Heller, Erhman, White & McAuliffe, San Francisco, California,
    U.S., 1974~1975
Lawyer, Sullivan & Cromwell, New York, U.S., 1971~1974
Lawyer, Tan, Rajah & Cheah, Singapore, 1969~1970
Professor, Soochow University, 2001~2008
Professor, National Chengchi University, 2001~2004
Chair Professor, National Tsing Hua University, 1999~2002
Associate Professor, Soochow University, 1981~1998
Lecturer, Nanyang University, Singapore, 1970~1971
Sponsor and Founder, two Taiwan heritage site museums (Taipei
    Story House and Futai Street Mansion) Advisor, Executive Yuan,
    R.O.C.
Advisor, Taipei City Government
Director of National Culture and Arts Foundation, R.O.C.
Director of Republic of China Female Cancer Foundation, R.O.C.
None

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.
Note 3: Dr. Rick Tsai resigned as a director of TSMC effective January 27, 2014 and thereafter as directors and executives of TSMC’s subsidiaries. The shareholdings of himself and his spouse and minor were not disclosed after that date.

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: Effective November 12, 2013, Chairman and Chief Executive Officer Dr. Morris Chang retired as Chief Executive Officer. Executive Vice Presidents and Co-Chief Operating Officers Drs. Mark Liu and C.C. Wei assumed the role as Co-Chief Executive Officers.
Note 3: No “Compensation to Directors“ was paid to Dr. Morris Chang before November 12, 2013.
Note 4: Dr. Rick Tsai resigned as a director of TSMC effective January 27, 2014 and thereafter as directors and executives of TSMC’s subsidiaries.
Note 5: Pensions funded according to applicable law.
Note 6: TSMC Board adopted a proposal that includes 2013 compensation to TSMC’s directors in the amount of NT$104,136 thousand at its meeting on February 18, 2014.
Note 7: The above-mentioned figures include expenses for Company cars and gasoline reimbursement, but do not include compensation paid to Company drivers (totaled NT$4,855 thousand).
Note 8: The above-mentioned figures include the employees’ cash bonuses distributed in May, August, November 2013 and February 2014.
Note 9: The above-mentioned figures are preliminary and the proposed employee profit sharing distribution will be processed after the approval of the same by shareholders at the Annual Shareholders’ Meeting on June 24, 2014.
Note 10: Represents the number of cumulative employee stock options exercisable as of the date of this Annual Report.
Note 11: TSMC did not issue employee restricted stock in 2013, and as of the date of this Annual Report.
Note 12: Total remuneration and compensation paid to TSMC’s directors in 2012 was NT$370,823 thousand, accounting for 0.22% of 2012 net income.

Remuneration Paid to Directors


 

2013

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

Under 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 F.C. Tseng, Rick Tsai
NT$30,000,000 ~ NT$49,999,999 None None
NT$50,000,000 ~ NT$99,999,999 Morris Chang None
Over NT$100,000,000 None Morris Chang
Total 9 9