Chapter 5 Directors, Supervisors and Managers |
| Article 19 | The Corporation has 15 directors and 3 supervisors, all to be elected at the shareholders' meeting in accordance with law, except that at least one third of them shall be appointed by the competent authority from among the professionals with related expertise as provided under the Securities and Exchange Act.
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| Article 20 | The directors and supervisors shall have a term of office of three years and may be reelected or reappointed. A director or supervisor filling the vacancy shall be in the office for the remaining period of term of the former director or supervisor whose vacancy he or she fills.
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| Article 21 | The Board comprises directors. The chairperson of the Board shall be elected from among the directors with a consent of a majority of the directors present at a meeting attended by more than two thirds of the directors. The chairperson of the Board shall be the representative of the Corporation.
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| Article 22 | The chairperson of the Board shall convene and chair the meeting of the Board. Unless otherwise provided for under the Company Act, a resolution shall be adopted with a consent of a majority of the directors present at a meeting of the Board attended by a majority of the directors.
If chairperson of the Board cannot attend the meeting of the Board for cause, a director may be designated to act as the meeting chair or the meeting chair may be elected from among the directors.
A director unable to attend the meeting of the Board in person may authorize another director in writing as his or her agent. One director may only act as the agent of another director.
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| Article 23 | The Board shall have the following powers and authorities:
- Deliberating and deciding on the important policies and regulations of the Corporation;
- Reviewing and discussing the operational guidelines and annual budget of the Corporation;
- Reviewing and discussing the final accounts and profit allocation proposal of the Corporation;
- Reviewing and discussing the proposals and reports submitted to the shareholders' meeting;
- Appointing or discharging the general manager and deputy general managers, and the assistant general managers, business commissioners, and managers and deputy mangers of various departments;
- Approving and determining the Corporation's investment activities;
- Deliberating and deciding on the Contract for Use of the Centralized Securities Exchange Market;
- Deliberating and deciding on the Criteria Governing Consignment Contracts of Securities Brokers trading at the Corporation's centralized securities exchange market;
- Deliberating and deciding on cases where a securities broker or securities dealer is restricted or prohibited from trading or its contract for use of the centralized securities exchange market is terminated for trading at the Corporation's centralized securities exchange market in violation of the law, regulations, rules and contract;
- Deliberating and deciding on the amount of the brokerage/handling fees and other charges payable by securities broker and securities dealer for trading at the Corporation's centralized securities exchange market, and the rate of the service charge collected by securities broker from its principal;
- Deliberating and deciding on the criteria for review of securities listings and the rules governing listing contract;
- Approving and determining the listing and delisting of trading of securities;
- Deliberating and deciding on the rate of the listing fee payable by issuer for the securities to be listed; and
- Approving and determining other important matters.
The chairman of the TWSE may be authorized to approve the delisting of securities in subparagraph 12 of the preceding paragraph.
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| Article 24 | A resident supervisor shall be elected from among the supervisors.
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| Article 25 | Supervisors shall have the following powers and authorities:
- Reviewing the annual final report;
- Supervising the business of the Corporation and examining all accounts and relevant details; and
- Other matters as required or permitted by law.
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| Article 26 | The Corporation shall have one general manager, two or three deputy general managers, several assistant general manager (acting as department head concurrently) and business commissioners, and various departments responsible for different matters, each to have one manager and one to three deputy managers.
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| Article 27 | Appointment and discharge of the general manager and deputy general managers of the Corporation shall be approved with the consent of a majority of the directors present at the meeting of the Board attended by a majority of the directors. The same rule shall apply to the appointment and discharge of assistant general managers, business commissioners, and managers and deputy managers of various departments.
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| Article 28 | Remunerations of the chairperson of the Board, directors, resident supervisor and supervisors shall be discussed and determined at the shareholders' meeting.
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| Article 29 | The Board may establish the business consulting commissions, and the bylaws and rules of proceedings of these commissions shall be separately established by the Board.
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