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Board Structure

As of the end of 2018, TSMC’s Board of Directors consists of nine distinguished members with a great breadth of experience as world-class business leaders or professionals. We deeply rely on them for their diverse knowledge, personal perspectives, and solid business judgment. Five of those nine members are Independent Directors: former British Telecommunications Chief Executive Officer, Sir Peter L. 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 of Executive Yuan, R.O.C., Ms. Kok-Choo Chen; and former Chairman of Applied Materials, Inc., Mr. Michael R. Splinter. The number of Independent Directors exceeds 50% of the total number of Directors, and two Directors are female. Mr. Thomas J. Engibous resigned as Independent Director, Audit Committee member and Compensation Committee member of TSMC due to health reasons, effective January 1, 2019. Currently the number of Directors is eight, among which four are Independent Directors.

Board Responsibilities

Under the leadership of Chairman Mark Liu and Chief Executive Officer (CEO) and Vice Chairman C.C. Wei, 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 TSMC’s Founder'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

Mark Liu
Chairman
Joined TSMC Board: 2017
Dr. Mark Liu is currently our Chairman. Prior to that, he was our President and Co-Chief Executive Officer from November 2013 to June 2018, Executive Vice President and Co-Chief Operating Officer from March 2012 to November 2013, Senior Vice President of Operations from 2009 to 2012, Senior Vice President of Advanced Technology Business from 2008 to 2009, and Senior Vice President of Operations II from 2005 to 2008. He served in a number of executive positions at TSMC Fabs and the Operations organization from 1999 to 2005. 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
Chief Executive Officer (CEO) and Vice Chairman
Joined TSMC Board: 2017
Dr. C.C. Wei is currently our Chief Executive Officer (CEO) and Vice Chairman. He also serves as the Chairman of TSMC Nanjing Co., Ltd. and the Chairman of Taiwan Semiconductor Industry Association. Dr. Wei was our President and Co-Chief Executive Officer from November 2013 to June 2018, Executive Vice President and Co-Chief Operating Officer from March 2012 to November 2013, Senior Vice President of Business Development from 2009 to 2012, Senior Vice President of Mainstream Technology Business from 2008 to 2009, and Senior Vice President of Operations I form 2005 to 2008. He served in a number of executive positions at TSMC Fabs and the Operations organization from 1998 to 2005. 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.

Mei-ling Chen
Director (Representative of the National Development Fund)
Joined TSMC Board: November, 2017
Dr. Mei-ling Chen is the Minister without Portfolio, R.O.C. Executive Yuan and concurrently Minister, National Development Council. She served as the Secretary-General of Executive Yuan from May 2016 to September 2017, the Secretary-General of Tainan City Government from 2010 to 2016, the Deputy Secretary-General of Executive Yuan from 2006 to 2008, the Chairperson of Legal Affairs Commission and concurrently Chairperson of Petition Reviewing Commission, Executive Yuan from 2002 to 2006, and the Director-General of Department of Legal Affairs, Ministry of Justice from 2000 to 2002. Dr. Chen was also an Associate Professor of Law at Chinese Culture University from 2008 to 2010. Dr. Chen holds a Ph.D. in Law from National Chengchi University.

F.C. Tseng
Director
Joined TSMC Board: 1997
Dr. F.C. Tseng was our Vice Chairman from July 2005 to June 2018. 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
Member, 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.

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
Chair, 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.




Regular Board Meeting of May 13 & 14, 2019

Regular Board Meeting of February 18 & 19, 2019

Regular Board Meeting of November 12 & 13, 2018

Regular Board Meeting of August 13 & 14, 2018

Regular Board Meeting of June 5 & 6, 2018

Special Board Meeting of April 20, 2018

Regular Board Meeting of February 12 & 13, 2018

Regular Board Meeting of November 13 & 14, 2017

Regular Board Meeting of August 7 & 8, 2017

Regular Board Meeting of May 8 & 9, 2017

Special Board Meeting of April 26, 2017

Regular Board Meeting of February 13 & 14, 2017

Regular Board Meeting of November 7 & 8, 2016

Regular Board Meeting of August 1 & 2, 2016

Regular Board Meeting of May 9 & 10, 2016

Regular Board Meeting of February 1 & 2, 2016

Regular Board Meeting of November 9 &10, 2015

Regular Board Meeting of August 10 & 11, 2015

Regular Board Meeting of June 9 &10, 2015

Special Board Meeting of April 24, 2015

Regular Board Meeting of February 10, 2015

Special Board Meeting of January 9, 2015

Regular Board Meeting of November 11, 2014

Regular Board Meeting of August 12, 2014

Regular Board Meeting of May 13, 2014

Special Board Meeting of April 11, 2014

Regular Board Meeting of February 18, 2014

Regular Board Meeting of November 12, 2013

Regular Board Meeting of August 13, 2013

Regular Board Meeting of May 14, 2013

Regular Board Meeting of Feburary 5, 2013

Regular Board Meeting of November 13, 2012

Regular Board Meeting of August 14, 2012

Regular Board Meeting of June 13, 2012

Special Board Meeting of April 26, 2012

Special Board Meeting of March 2, 2012

Regular Board Meeting of February 14, 2012

Regular Board Meeting of November 8, 2011

Regular Board Meeting of August 9, 2011

Regular Board Meeting of May 10, 2011

Special Board Meeting of April 27, 2011

Regular Board Meeting of February 15, 2011




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 19, 2019, TSMC’s Board of Directors had approved the election of a new independent director to fill the current vacancy at TSMC’s 2019 Annual Shareholders’ Meeting. The term of office of the independent director to be elected shall expire on the same date as the term of the existing directors, from June 5, 2019 to June 4, 2021. The Board also approved the nomination of Mr. Moshe N. Gavrielov as the candidate for independent director.

According to the Article 192-1 of the R.O.C. “Company Law”, TSMC announced on March 18, 2019 the period for accepting the nomination of independent director candidates, the number of independent 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 independent director nominees shall not exceed the number of the independent 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 2 to April 11, 2019, the name, education background and work experience of the nominee(s), a letter signed by each nominee consenting to act as independent 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.

The Company only received, during the above-mentioned nomination period, the list of independent director nominee sent from the Board of Directors. No nomination requests were received from any qualified shareholder. Therefore, Mr. Moshe N. Gavrielov will stand for election of independent director at TSMC’s Annual Shareholders’ Meeting on June 5, 2019. Mr. Moshe N. Gavrielov’s academic backgrounds and experiences are listed in the table below:

Name Education & Professional Qualifications Major Past Positions Current Positions
Moshe N. Gavrielov
Bachelor Degree in Electrical Engineering, Technion - Israel Institute of Technology
Master Degree in Computer Science, Technion - Israel Institute of Technology
Director, Xilinx, Inc.
February 2008 ~ January 2018
President and CEO, Xilinx, Inc.
January 2008 ~ January 2018
Executive Vice President and General Manager of the Verification Division, Cadence Design Systems, Inc.
April 2005 ~ November 2007
CEO, Verisity, Ltd.
March 1998 ~ April 2005
In a variety of executive management positions, LSI Logic Corp.
nearly 10 years
In a variety of engineering and engineering management positions, National Semiconductor Corporation and Digital Equipment Corporation
Member of Compensation Committee, TSMC
Executive Chairman, Wind River Systems, Inc. (a nonpublic company)
Director, Foretellix, Ltd. (a nonpublic company)
Director, San Jose Institute of Contemporary Art (non profit)


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