Into the "post-Zhang Zhongmou era", to invest in TSMC before you have to first understand the power structure of the company.
In the past 30 years, TSMC founder Zhang Zhongmou's words and deeds, all represent the company; but he will be in the next year after the TSMC shareholders officially retired, in addition to resign from TSMC directors duties, nor participate in any management department.
At the press conference, Zhang Zhongmou also threw a "double leader parallel leadership" topic, indicating that the future president Wei Zhijia, shoulder the responsibility of leading the company, reported to the chairman of the legal affairs, financial units, will report to Wei Zhijian, Wei Zujia report to the board. Mr. Liu Deyin, chairman of the board, is responsible for leading the board, external representative company.
"If there are serious differences of opinion, the board should play a very important role," said Zhang Zhongmou, the press conference.
The outside world that TSMC is still chairman of the board, because the chairman of the board of directors on behalf of the company, "the chairman can replace the president, the president can not change the chairman."
The double head of the parallel leadership system for the president of the first board of directors
But the former president of EMBA CEO Huang Chongxing does not think so, he studied for many years of Taiwan's business. "Chairman to replace the president, but also to the board of directors", in other words, if there is a serious, independent board, even if the chairman Personally think that the president should be replaced, but also have to agree to the Board to take effect. Last time, Zhang Zhongmou replaced the chief executive Cai Qixing, also through the board of directors after the resolution was officially announced.
However, the common phenomenon of the past Taiwanese business community is that the directors are mostly chairman of their own people, the chairman is often the company's major shareholders, unless the right to operate war, or the outside world rarely talk about how the board works.
But TSMC is not the same, not only founder Zhang Zhongmou holding TSMC shares 0.48%, the two successors hold less shares, but TSMC top ten shareholders, all the global heavyweight investment institutions, their support, so that business The team can make the best judgment on the company.
Huang Chongxing observed that TSMC's shareholding structure was closer to Silicon Valley, which was more fragmented, and that Asian companies were mostly concentrated in the founder's family's situation. "Like Intel, the number of independent directors has reached 8 percent on the board," he said. Intel board of directors, in addition to the chairman and chief executive, the other almost all by the name of lawyers, financial experts, well-known business people.
Zhang Zhongmou has put forward the concept of "independent professional manager." He refers to independence, which is independent of the interests of large shareholders.Huang Chongxing analysis, design independent directors significance, that is, let the board not only stand in the interests of major shareholders thinking , Also take into account the interests of all shareholders, responsible for the overall development of the company.Taiwan past the operating class from the fertilizer, pit to kill small shareholders, corporate fraud events, and most of the business sector and the major shareholder of the TSMC is to take the nomination system, The meeting is elected by the shareholders, the board must come up with performance, to ensure that the interests of shareholders in order to get the support of investment companies.
At the press conference, Zhang Zhongmou stressed that TSMC's board of directors is composed of world-class professionals, such as independent director Yan Gibbs, is to lead the Texas Instruments to restart the key figures, another director Shi Bin Lin Te, former world's largest semiconductor Equipment Company Application Materials Chairman.
Shareholding structure is more decentralized by the composition of world-class professionals
In order to ensure that these people will for their own reputation, will not become a chairman of the rubber stamps, in addition to their experience, can make the appropriate recommendations, so that institutional investors at ease.
For the next chairman, Liu Deyin, the challenge of leading the board is that he can not order or recall a director. If the director and his opinion are not the same, he can only use his judgment to persuade the directors.
What is the responsibility of the board of directors? TSMC annual report is very clear, in TSMC, the board has four responsibilities, the first is to monitor, confirm the company does not have internal corruption, and keep law-abiding, financial transparency; the second is to assess the performance of the management team Therefore, the assessment of the president Wei Zhijia performance, is the work of the board of directors.
The third job is to deal with major issues such as capital expenditure, dividend policy, etc. The fourth responsibility is to guide the management team, each quarter to listen to the management team report, assess the feasibility of the strategy.When Wei Zhijie as president, he must be quarterly Report the operation strategy to the board of directors, and perform the progress, the role of the board is like a coaching staff, not only have the ability to assess the correctness of the strategy, but also check the status of the implementation of the strategy.
Steak with wine 4 times a year The board starts from the table
Interestingly, these serious discussions, almost all from the top restaurants in Taipei and Hsinchu two tables began. TSMC opened four times a year the board of directors, the discussion work is from the Sunday evening 3 hours dinner, in Taipei, will choose Grand Hyatt Hotel Bao Ai Hall; in Hsinchu, will choose the classic hotel.
The board will receive a thick stack of information for the first two weeks of each holding of the board. Any questions can be discussed directly with Zhang Zhongmou, but most of the time will be discussed at the dinner table on the front of the board with steak and wine. Different opinions.
The next day, Monday, the morning is responsible for the supervision of the audit committee first meeting, the chairman does not attend, by the Finance and the legal profession to participate in the afternoon, is the assessment of management performance of the remuneration committee, if the chairman of the remuneration, Zhang Zhongmou must also avoid. On Monday night, and then a director to open a social nature dinner, exchange of work outside the experience.
Tuesday is the board of directors, will be open all day, in addition to discuss capital expenditure, personnel appointment, also talk about competitive strategy, then, all discussions will be included in the official record.
The most critical is that if the directors with the chairman of the views of different, how to do?
Zhang Zhongmou said that he had just returned, to vigorously increase capital spending, when the economy was poor, served as Deyi CEO Yan Gibbs on the decision against Zhang Zhongmou, there was another independent director of opposition, communication to the last He also revealed that if the directors did not agree with his motion, Zhang Zhongmou will withdraw the motion, and later mention.
But the success or failure of the board, even if there are first-class directors, but also rely on the chairman of the leadership, because many decision-making no standard answer, for example, the company's net profit should be divided into the number of employees, which involves employees and shareholders of the conflict of interest, How to set the key principles, the chairman of the key position.
The future, the stock price and business performance is to observe the most important indicators of the new management team.Analyst observation, TSMC board of directors is very concerned about the company's share price, if the two successors can make the company's share price and operating performance rise, to prove the quality of decision-making There is no problem, the board will naturally support, but if the stock price continued to fall, the board is bound to act in order to explain to the shareholders.Then TSMC there are many tests in front, if the new management team through the test, TSMC have the opportunity to establish independent professional Manager of the business model.