Two Boards and Two Stories. Board of Directors at Intel and TSMC

[hist78]

Intel Board of Directors:

Board of Directors

For routing purpose only - do not edit

www.intc.com

TSMC Board of Directors:

Board of Directors - Taiwan Semiconductor Manufacturing Company Limited

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. F

investor.tsmc.com

Intel and TSMC each has ten directors in their governing board. After reading through the bios of those directors from Intel and TSMC, I have to say they represent two different thinking and backgrounds:

1. Intel's board is heavy in finance, M&A, marketing, and gender diversity while TSMC's board is heavy in semiconductor engineering, large corporation leadership and strategy, manufacturing, and industry connections.

2. On the Intel board, Pat Gelsinger is the only board member who has top leadership experience (CTO of Intel, 2001) at a large semiconductor company.

But it is a very different situation on the TSMC board:

Mark Liu: Chairman of TSMC. Many years of semiconductor R&D, manufacturing, marketing, and executive experience at various companies.
C.C. Wei: CEO & Vice Chairman of TSMC. Many years of semiconductor R&D, manufacturing, marketing, and executive experience at various companies.
F.C. Tseng: Director of TSMC. Many years of semiconductor R&D, manufacturing, marketing, and executive experience at various companies.
Sir Peter L. Bonfield: Current Chairman, NXP Semiconductors. Former CEO and Chairman of British Telecommunications Plc
Michael R. Splinter: Current Chairman of the Board, NASDAQ, Inc. Former Chairman and CEO of Applied Materials, Inc.
Moshe N. Gavrielov: Former President and CEO, Xilinx, Inc., U.S.

3. Both Intel and TSMC recruited board members from higher education institutes.

Intel:
Andrea Goldsmith: Current Dean of engineering and applied science, Princeton University
Tsu-Jae King Liu: Current Dean of Engineering, College of Engineering, University of California, Berkeley

TSMC:
L. Rafael Reif: Current President of Massachusetts Institute of Technology (MIT)

 

[Daniel Nenni]

I don't think the Intel board is any match for Pat Gelsinger. He should get whatever he wants for the next 5 years.

 

[tooLongInEDA]

I don't think the Intel board is any match for Pat Gelsinger. He should get whatever he wants for the next 5 years.

You say that like it's a good thing ! Surely you want a slightly bigger instruction set than "NOP" from your Board of Directors ?

 

[Arthur Hanson]

A board of directors that represent the technologies or business processes of any company is key, no one person can have the breadth of knowledge and energy that a large corporation needs. Gelsinger may be good, but he is no Morris Chang, who set up a strong board of the best to support him in his quest for chip supremacy, which he achieved at the highest level. A truly great man who assembled a truly great team.

 

[fansink]

A board of directors that represent the technologies or business processes of any company is key, no one person can have the breadth of knowledge and energy that a large corporation needs. Gelsinger may be good, but he is no Morris Chang, who set up a strong board of the best to support him in his quest for chip supremacy, which he achieved at the highest level. A truly great man who assembled a truly great team.

Morris Chang is a strategic genius, courteous, humble, and a Rock Star. In comparison, Gelsinger is an apprentice, at best.

 

[prime007]

While I agree some members of Intel's board isn't as distinguished in the area of semiconductors as TSMC's board, the two standouts with semi experience of Intel's board are the deans :
1. Tsu-Jae King Liu - Co-inventor of the FinFET transistor; 95 patents and 80 patents pending in semi devices and fab methods.
2. Andrea Goldsmith - Co-founded and led two companies; 29 patents and wrote several books on wireless technology.

That said...I'm a bit disheartened at their lack of participation in the Board Committees (https://www.intc.com/board-and-governance/board-committees) especially given their technical knowledge and achievements.

A third member, James J. Goetz, has a Masters in electrical engineering from Stanford so their board may not be as just a group of "yes" men to Pat. We should also keep in mind that Intel and TSMC are different companies with very different cultures. Intel's board reflects that. While I'm sure all of us have our own opinions on which board member(s) are truly qualified to sit on their board...it is Intel's shareholders who ultimately decide (and pay the price for) who their board members are.

 

[hist78]

While I agree some members of Intel's board isn't as distinguished in the area of semiconductors as TSMC's board, the two standouts with semi experience of Intel's board are the deans :
1. Tsu-Jae King Liu - Co-inventor of the FinFET transistor; 95 patents and 80 patents pending in semi devices and fab methods.
2. Andrea Goldsmith - Co-founded and led two companies; 29 patents and wrote several books on wireless technology.

That said...I'm a bit disheartened at their lack of participation in the Board Committees (https://www.intc.com/board-and-governance/board-committees) especially given their technical knowledge and achievements.

A third member, James J. Goetz, has a Masters in electrical engineering from Stanford so their board may not be as just a group of "yes" men to Pat. We should also keep in mind that Intel and TSMC are different companies with very different cultures. Intel's board reflects that. While I'm sure all of us have our own opinions on which board member(s) are truly qualified to sit on their board...it is Intel's shareholders who ultimately decide (and pay the price for) who their board members are.

I'm not worry about how distinguished those board members are. I pay more attention to their experience and skills to see if that match the direction and need of the company.

Intel has board members who know finance, venture capital, software development, medical devices, healthcare policy, and semiconductor research. Should we expect Intel, as a leader in the semiconductor manufacturing, to have multiple board members with experience in running large semiconductor businesses? Isn't that strange that Pat Gelsinger is the only person who has such experience in the Intel 10-member board?

Board directors will hire and guide the CEO who match the board's thinking and direction. Intel and Intel's board behave more like a investment holding company. They prefer buy a company when Intel is lacking something inhouse and sell a division when there's money to make. They don't like to build and hold something from scratch by hard and smart labor. Pat Gelsinger blamed Intel's problems to those CEOs before him. But who hired those CEOs and gave (or didn't give) guidance to those CEOs? That's Intel Board of Directors!

If Intel is lagging behind in the semiconductor manufacturing, we really should blame less on those Intel CEOs and look into who hire them in the first place.

Here I quote the "Board Responsibilities" section from TSMC Board of Director page:

Board of Directors - Taiwan Semiconductor Manufacturing Company Limited

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. F

investor.tsmc.com

"Board Responsibilities

The Board's primary duty is to supervise the Company's compliance with relevant laws and regulations, financial transparency, timely disclosure of material information, and maintaining of the highest integrity. TSMC's Board of Directors strives to perform these responsibilities through its Audit Committee and the Compensation Committee, the hiring of a financial expert consultant for the Audit Committee, and coordination with our 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 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."

 

[Xebec]

A board of directors that represent the technologies or business processes of any company is key, no one person can have the breadth of knowledge and energy that a large corporation needs. Gelsinger may be good, but he is no Morris Chang, who set up a strong board of the best to support him in his quest for chip supremacy, which he achieved at the highest level. A truly great man who assembled a truly great team.

Apple did a lot better when the board deferred to Jobs (his round 2)

 

[hist78]

Apple did a lot better when the board deferred to Jobs (his round 2)

The relationship between Apple's Board, Steve Job, John Sculley, and the board directors themselves is complicated. It may surprise many people today that it was Steve Job's effort to lure John Sculley from Pepsi to become Apple's CEO.

Apple is a consumer product company while Intel's chips by themselves alone have no any function at all. The planning, design, manufacturing, and market competition they face are very different between Apple and Intel.

Here are two articles for those who are interested to dig into Apple's history:

25 years ago, Apple's board of directors pushed out CEO John Sculley | AppleInsider

The CEO who famously won a power struggle with Steve Jobs in 1985 surrendered the chief executive position a quarter-century ago, placing the executive in a unique, strange purgatory.

appleinsider.com

Former Apple CEO John Sculley: What I learned from Steve Jobs

The executive reflects on his time with the iconic entrepreneur.

www.cnbc.com

 

[Paul2]

1. Intel's board is heavy in finance, M&A, marketing, and gender diversity while TSMC's board is heavy in semiconductor engineering, large corporation leadership and strategy, manufacturing, and industry connections.

Running a Taiwanese public company is a very unpleasant experience, with very vigilant, and interventionist regulators always looking over the shoulder. Things were said to have gone better with Greens in power. Not to say TSMC being the golden goose of the economy.

Most Taiwanese companies have rather "decorative" boards, just to provide peace of mind to C-levels. They can be of very high level of seniority, but most of the time directors just no show.

Usually, they "hire" somebody kosher enough for the regulators, and somebody with experience placating the securities regulator. For most people on the board in Taiwanese companies, being on the board is not a privilege, but still a full time job of dealing with all the securities nonsense, regulators, and other investors.