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Article 200
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In case a director has, in the course of performing his/her duties, committed any act resulting in material damages to the company or in serious violation of applicable laws and/or regulations, but not discharged by a resolution of the shareholders' meeting, the shareholder(s) holding 3% or more of the total number of outstanding shares of the company may, within 30 days after that shareholders' meeting, institute a lawsuit in the court for a judgment in respect of such matter.
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Article 214
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Shareholder(s) who has/have been continuously holding 1% or more of the total number of the outstanding shares of the company over six months may request in writing the supervisors of the company to institute, for the company, an action against a director of the company.
In case the supervisors fails to institute an action within 30 days after having received the request made under the preceding Paragraph, then the shareholders filing such request under the preceding Paragraph may institute the action for the company; and under such circumstance, the court may, at the petition of the defendant, order the suing shareholders to furnish an appropriate security. In case the suing shareholders become the loser in that lawsuit and thus causing any damage to the company, the suing shareholders shall be liable for indemnifying the company for such damage.
The shareholder(s) who initiate(s) the action in accordance with the preceding paragraph may temporarily be exempted from paying the portion of the court costs in excess of NT$600,000 if the amount of court costs collected is more than NT$ 600,000.
In the action initiated in accordance with the provision of Paragraph Two, the court may, on motion, appoint an attorney as an advocate for the plaintiff.
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Article 215
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Where a lawsuit instituted under paragraph 2 of the preceding article is found by a final judgment to be based on facts apparently untrue, the shareholders who instituted the action shall be liable to compensate the defendant director for loss or damage resulting from such an action.
Where a lawsuit instituted under paragraph 2 of the preceding article is found by a final judgment to be based on facts apparently true, the defendant director shall be liable to compensate the shareholders who instituted the action for loss or damage resulting from such an action.
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Article 216
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Supervisors of a company shall be elected by the meeting of shareholders, among them at least one supervisor shall have a domicile within the territory of the Republic of China.
For a company whose shares are issued to the public, there must be two or more supervisors to be elected in accordance with the provision of the preceding Paragraph, and the total shareholdings of all supervisors shall meet the requirement as separately specified by the competent authority in charge of securities affairs, if any.
The relation between the company and its supervisors shall be subject to the provisions governing the mandate as stipulated in the Civil Code.
The provisions set out in Article 30 and Paragraph One and Paragraph Four regarding the disposing capacity of Article 192 of this Act shall apply mutatis mutandis to the supervisors.
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Article 218
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Supervisors shall supervise the execution of business operations of the company, and may at any time or from time to time investigate the business and financial conditions of the company, inspect, transcribe or make copies of the accounting books and documents, and request the board of directors or managerial personnel to make reports thereon.
In performing their functional duties under the preceding Paragraph, the supervisors may appoint, on behalf of the company, a practicing lawyer and a certified public accountant to conduct the examination.
The director representing a company who violates Paragraph One by evading, impeding, or refusing the examination to be conducted by supervisors shall be imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000; for a public company, the director representing a company shall be imposed with a fine by the competent authority in charge of securities affairs of not less than NT$240,000 but not more than NT$2,400,000.
Under the circumstances of the preceding paragraph, the competent authority or the competent authority in charge of securities affairs shall notify the company to rectify its law violating act within a given time limit; and if the company fails to take corrective action beyond the given time limit, the competent authority or the competent authority in charge of securities affairs shall continually notify the company to rectify its law violating act within a given time limit and impose the fine consecutively for each time of non-compliance until the law violating act is rectified.
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Article 218-1
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When a director discovers the possibility that the company will suffer substantial damage, he shall report to the supervisor immediately.
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Article 218-2
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Supervisors of a company may attend the meeting of the board of directors to their opinions.
In case the board of directors or any director commits any act, in carrying out the business operations of the company, in a manner in violation of the laws, regulations, the Articles of Incorporation or the resolutions of the shareholders' meeting, the supervisors shall forthwith advise, by a notice, to the board of directors or the director, as the case may be, to cease such act.
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Article 224
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In case a supervisor has, in performing his functional duties, violated the provisions of any law, regulations, or the Articles of Incorporation of the company, or was negligent of his duties and thus causing any damage to the company, he shall be liable for indemnifying the company for such damage.
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Article 225
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When a meeting of shareholders resolves to institute an action against a supervisor, the company shall institute such action within 30 days from the date of adoption of such resolution.
The person who represents the company in the action instituted under the preceding Paragraph may be appointed by the shareholders' meeting from the persons other than the directors of the company.
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Article 226
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In case supervisor is liable to compensate the company or a third party and a director is also liable, such supervisor and director shall be joint debtors.
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Article 227
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The provisions set out in Article 196 to 200, Article 208-1, Article 214 and Article 215 hereof shall apply mutatis mutandis, to the supervisors provided, however, that the request to be submitted to supervisors under Article 214 hereof shall be submitted to the board of director.
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Article 245
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Shareholders who have been continuously holding one per cent of total number of the outstanding shares of a company for a period of six months or longer may apply to the court, together with reasons and supporting evidence, and explain the necessity for appointment of inspector to inspect, within the necessary scope, the current status business operations, the financial accounts, the property, particular items, document and record of a particular transaction of the company.
The court may, when it deems necessary based on the report made by the inspector, order the supervisor(s) of the company to convene a meeting of shareholders.
Any person who evades, impedes, or refuses the inspection to be conducted by the inspector, or the supervisor(s) who fails to convene a meeting of shareholders as ordered by the court shall be imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000. If the inspection is still evaded, impeded, or refused or the supervisor still fails to convene a meeting of shareholders as ordered by the court, the above fine shall be imposed consecutively for each time of non-compliance.
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