Chapter II Organization
Article 5
A non-departmental public body shall establish a board of directors (council of directors). Notwithstanding, it may be headed by a single person rather than a board of directors (council of directors) as warranted by the scale of its organization or nature of its mission.
Where a non-departmental public body has a board of directors (council of directors), its directors shall be appointed by the supervisory authority. The same shall apply to the dismissal of the directors. The number of full-time directors may not exceed one-third of the total number of directors.
A non-departmental public body shall have supervisor(s) or a supervisory board. All supervisors shall be appointed by the supervisory authority. The same shall apply to the dismissal of the supervisors. In the event that there are more than three supervisors, they shall elect from among themselves an executive supervisor.
The total number of directors may not exceed 15 persons while the total number of supervisors may not be more than five persons.
The number of directors or supervisors of a given gender may not be less than one-third of the total number of directors or supervisors, unless otherwise stipulated by the organizational act or general act of the non-departmental public bodies.
Article 6
Directors and supervisors shall be appointed for fixed terms. Where there is a vacancy before the expiration of the term, the newly appointed director or supervisor shall serve only the remainder of the term of his/her predecessor. If a director or supervisor is a representative of a government authority, such director or supervisor may be appointed, dismissed or re-appointed to a different position in accordance with the nature of his/her duty.
A person who has any of the following circumstances may not be appointed as a director or supervisor:
1.A person who has been placed under custodianship or guardianship, and such placement has not yet been withdrawn;
2.A person who has been sentenced to imprisonment, and has not yet been declared on probation;
3.A person who has been declared bankrupt and has yet to come out of bankruptcy;
4.A person whose citizen ’ s rights have been suspended and has not yet resumed the rights; or
5.A person who has been certified by a public hospital as incapable of performing duties due to physical or mental disabilities.
A director or supervisor who has one of the above circumstances , or fails to attend meetings of the board of directors (council of directors) for three consecutive times without justified reasons, shall be dismissed.
A director or supervisor may be dismissed if one of the following circumstances arises:
1.A director or supervisor whose misconduct or poor character affects the image of the non-departmental public bodies, and there is concrete evidence of the misconduct;
2.A director or supervisor who fails to devote reasonable effort or neglects to perform his/her duties, and there are specific facts amounting to material breach of his/her appointment;
3.The non-departmental public bodies to which a director or supervisor is appointed fails the supervisory authority ’ s performance evaluation for two consecutive years;
4.A director or supervisor who is found by concrete evidence to have violated the Administrative Neutrality Act;
5.A director or supervisor who is found by concrete evidence to have accepted gifts or special treatments from lobbyists and misused his/her position to influence supervisory decisions, and as a results jeopardized the interests of the public or the non-departmental public bodies;
6.A director or supervisor who is found by concrete evidence to have misused assets of the non-departmental public bodies for non-official reasons;
7.A director or supervisor who has violated the principle of recusal set forth in Paragraph 1 and 2 of Article 7, or engaged in the prohibited transactions stipulated in the first part of Paragraph 1 of Article 8, and there is concrete evidence of the misconduct; or
8.A director or supervisor who has any conduct that renders him/ her unfit for the position of director or supervisor.
The qualifications, numbers, methods of appointment, term of appointment, rights and obligations, numbers of consecutive appointments, causes and procedures of dismissal of directors and supervisors shall be clearly defined in the organizational act or the general act of each non-departmental public body.
Article 7
A director or supervisor shall strictly comply with the principle of recusal, and may not abuse the power, opportunities or means arising from his/her position to seek gains for himself /herself or related persons. The scope of recusal and penalties for violation shall be stipulated by the supervisory authority.
A director or supervisor may not be a spouse or relative by blood or marriage within three degrees of kinship to another director or supervisor.
A related person set forth in this Act shall refer to a spouse or relative within two degrees of kinship.
Article 8
A director or supervisor (or related person thereof) of a non-departmental public body may not conduct transactions such as sales, lease or contracting with the non-departmental public bodies. Notwithstanding, exemptions may be made if there are justified reasons for which a special resolution has been adopted by the board of directors (council of directors).
A person who violates the requirements set forth in the preceding paragraph and causes harm to the non-departmental public bodies shall be liable for compensation to the non-departmental public bodies.
In the case of the proviso in Paragraph 1, the non-departmental public bodies shall disclose the contents of the special resolution adopted by the board of directors (council of directors) within 20 days after the meeting, and also file the special resolution to the supervisory authority for reference.
Article 9
Where a non-departmental public body has a board of directors (council of directors), a chairperson shall be appointed by the supervisory authority or Premier of the Executive Yuan. The same shall apply to the dismissal of the chairperson.
The appointment of the chairperson shall be governed by the regulations enacted by the supervisory authority.
The chairman shall manage all affairs of the non-departmental
public bodies internally, and represent the non-departmental public bodies externally.
The chairperson shall in principle serve on a full-time basis, unless otherwise stipulated by the organizational act or the general act of the non-departmental public bodies.
Where a non-departmental public body has a board of directors (council of directors), it may designate a chief executive officer to oversee the operation and management of the non-departmental public bodies. Appointment of the chief executive officer requires nomination by the chairperson and approval by the board of directors (council of directors). The same shall apply to the dismissal of the chief executive officer. The rights, obligations and title of the chief executive officer shall be set forth separately in the organizational act or the general act of the non-departmental public bodies.
A chairperson or a chief executive officer may not exceed the age of 65 at the start of his/her term. Where a chairperson or a chief executive officer reaches the age of 70 before the expiration of his/her term, he or she shall be immediately replaced. Notwithstanding, special exemptions may be made upon approval by the Executive Yuan.
The requirements concerning directors set forth in Paragraph 2, the first part of Paragraph 3, and Paragraph 4 of Article 6; Article 7; Article 8; and Paragraph 6 of Article 15, shall apply to the chief executive officer mentioned in Paragraph 5 of this Article.
Article 10
The board of directors (council of directors) shall have the following power:
1.To deliberate on development objectives and plans;
2.To deliberate on annual operation (business) plans;
3.To deliberate on annual budgets and financial statements;
4.To deliberate on regulations;
5.To deliberate and the disposal of, or creation of a right in rem over, self-owned real estate; and
6.To deliberate on other matters of material importance.
Meetings of the board of directors (council of directors) shall be held on a regular basis. The chairperson may convene and chair a provisional meeting if circumstances warrant.
Supervisors or the executive supervisors shall attend meetings of the board of directors (council of directors).
Article 11
Supervisors or the board of supervisors shall have the following power:
1.To examine and approve financial statements from yearly operations (business);
2.To supervise operation (business) and financial conditions;
3.To audit financial accounts, documents and assets data; and
4.To examine and approve or audit other matters of material importance.
Article 12
A director or supervisor shall attend meetings of the board of directors (council of directors) or board of supervisors in person, and may not designate a proxy to attend the meeting.
Article 13
A director or supervisor who concurrently holds another position shall receive no remuneration.
Article 14
Where a non-departmental public body has a head, the head shall serve on a full-time basis. He/she shall be appointed by the supervisory authority or the premier of the Executive Yuan.
The same shall apply to the case of dismissal.
The requirements concerning directors set forth in Article 6; Article 7; Paragraph 2, 3 and 6 of Article 9; Paragraph 5 and 6 of Article 15, shall apply to the head mentioned in the preceding paragraph.
Where a non-departmental public body has a head, it shall submit to the supervisory authority the regulations, annual operation (business) plans and budgets, and annual performance and financial statement reports ratified according to Article 4, Paragraph 2 of Article 18, and Paragraph 1 of Article 19.