Chapter 2 Organization
Article 7
The Institute shall have a board of directors consisting of not less than seven nor more than eleven directors. The directors shall be nominated by the supervisory authority and appointed by the premier of the Executive Yuan. In the event of the removal, the same procedure shall be followed. The directors shall be nominated among the following people:
1. representatives of related government agencies; among them, the representatives nominated by the National Security Council and Ministry of National Defense, if any, shall be ex-officio directors; and
2. scholars and experts in the field of cyber security research, or disinterested citizen members who have made great contributions to cyber security.
The number of directors nominated from people specified in subparagraph 1 of paragraph 1 shall not be less than half of the total number of directors.
The number of directors specified in paragraph 1 of a given gender shall not be less than one-third of the total number of directors.
Article 8
The Institute shall have not less than three nor more than five supervisors. The supervisors shall be nominated by the supervisory authority and appointed by the premier of the Executive Yuan. In the event of the removal, the same procedure shall be followed. The supervisors shall be nominated among the following people:
1. representatives of related government agencies; and
2. scholars and experts in the related fields of cyber security research, accounting, financial auditing, auditing, law, or finance.
A managing supervisor shall be elected among the supervisors.
The number of supervisors nominated from people specified in subparagraph 1 of paragraph 1 shall not be less than half of the total number of supervisors.
The number of supervisors specified in paragraph 1 of a given gender shall not be less than one-third of the total number of supervisors.
Article 9
The term of office of each director or supervisor is three years. Directors or supervisors may be reappointed once upon the expiration of the original term of office.
The directors or supervisors acting on behalf of government agencies shall be replaced if their government positions are changed, and shall not be bound by the restriction on the times of reappointment specified in the preceding paragraph. If there is a vacancy in the position of directors or supervisors appointed pursuant to subparagraph 2, paragraph 1 of Article 7 and subparagraph 2, paragraph 1 of the preceding Article before the expiration of the term of office, the vacancy shall be filled by the nomination of the supervisory authority and the appointment of the premier of the Executive Yuan for the unexpired portion of the predecessor’s term.
Article 10
The Institute shall have one chairperson of the board of directors, nominated by the supervisory authority among the directors, and appointed by the premier of the Executive Yuan. In the event of the removal, the same procedure shall be followed.
The chairperson shall be appointed pursuant to the regulations prescribed by the supervisory authority.
The chairperson is in charge of all affairs of the Institute internally, and represents the Institute externally as well. If the chairperson cannot exercise the authority for any reason whatsoever, the director designated by the chairperson shall act on behalf of the chairperson, but if the designation cannot be made, the person being elected by the directors among themselves shall act on behalf of the chairperson.
The chairperson may not exceed the age of sixty-five at the first term of office. If the chairperson reaches the age of seventy before the expiration of the term of office, the chairperson shall be replaced immediately. However, if there are special considerations that have been approved by the Executive Yuan, the aforementioned limitations shall not apply.
Article 11
The board of directors shall have the following functions and powers:
1. reviewing development goals and plans;
2. reviewing annual operating plan;
3. reviewing annual budget and financial statements;
4. reviewing rules and regulations;
5. reviewing the disposition of or the creation of encumbrances over the Institute-owned real estates;
6. reviewing the matters required by this Act to be resolved by the board of directors;
7. appointing and removing the president of the Institute; and
8. reviewing other matters of material importance.
Article 12
The meeting of the board of directors shall be held once every three months. If necessary, a special meeting may be convened and presided over by the chairperson.
The meeting of the board of directors shall be attended by more than half of the directors, and its resolution shall be adopted upon the approval of more than half of the directors present at the meeting. However, the resolution on any matter specified in subparagraphs 1 to 7 of the preceding Article shall be adopted upon the approval of more than half of the total number of the directors.
Article 13
The supervisors shall have the following functions and powers:
1. examining and approving annual financial statements;
2. supervising operational status and finances;
3. auditing financial accounts and documents as well as information of assets; and
4. examining and approving or auditing other matters of material importance.
Each supervisor shall exercise the functions and powers independently. The managing supervisor shall attend the meeting of the board of directors on behalf of all supervisors.
Article 14
A director or supervisor shall not be a spouse or relative by blood or marriage within three degrees of consanguinity to another director or supervisor.
Article 15
Matters related to the recusal due to conflicts of interest of the directors, supervisors, president, and their related persons shall comply with the Act on Recusal of Public Servants Due to Conflicts of Interest.
Those who are not in compliance with the preceding paragraph shall be liable for damages caused thereby to the Institute.
Where the persons specified in paragraph 1 are in contravention of the Act on Recusal of Public Servants Due to Conflicts of Interest, in addition to the penalties imposed pursuant to the aforesaid Act, the supervisory authority may also take appropriate action as stipulated in the regulations prescribed by the supervisory authority.
Article 16
The directors and managing supervisor shall attend the meetings of the board of directors in person and shall not have another person attend the meeting on his or her behalf by proxy.
Article 17
The chairperson of the Institute may be a full time or part time position. Compensation for the full time chairperson shall be approved by the supervisory authority. There shall be no compensation for the part time chairperson.
The directors, managing supervisor, and supervisors of the Institute shall all be uncompensated positions.
Article 18
A person to whom any of the following circumstances applies shall not be appointed as a director or supervisor:
1. having been subject to the order of the commencement of guardianship or assistantship where such order has not been revoked yet;
2. having been sentenced to imprisonment for a definite period of time or a more severe punishment by the court’s final decision without probation;
3. having been adjudicated bankrupt or subject to the commencement of the liquidation process as ruled by a court pursuant to the Consumer Debt Clearance Act, and whose rights and privileges have not been reinstated;
4. having been deprived of civil rights and not yet been reinstated; or
5. having failed to pass the security vetting specified in Article 21 of this Act or refused to be vetted.
A director or supervisor who has one of the circumstances specified in the preceding paragraph, or fails to attend meetings of the board of directors for three consecutive times without justified reasons, shall be removed.
A director or supervisor to whom any of the following circumstances applies may be removed:
1. where misconduct or poor character has been proven detrimental to the image of the Institute;
2. where work has been performed unsatisfactorily or duties have been neglected with supporting details, or so as to constitute a material breach of the employment contract;
3. where the Institute has not met the standards laid out by the supervisory authority for its annual performance evaluation two years in a row;
4. where there has been a proven contravention of the Civil Service Administrative Neutrality Act;
5. where there has been proven lobbying or favors concerning matters under the individual’s purview, or where an individual has used his or her official capacity to accept special treatments or gifts such that the public interest or the interests of the Institute have been harmed;
6. where it is proven that the Institute’s property has been used for other than official use;
7. where it is proven that an individual has not comply with the stipulation of Article 14 or paragraph 1 of Article 15 concerning recusal in a case of conflict of interest; or
8. other conduct unbecoming a director or supervisor.
For any of the circumstances specified in the subparagraphs of the preceding paragraph, the supervisory authority shall give the accused the opportunity to state his or her opinions and appeal the charges before the removal.
Regulations concerning the appointment, removal, and replacement of the directors and supervisors of the Institute, as well as related matters, shall be prescribed by the supervisory authority.
Article 19
There shall be one president of the Institute, who shall have experience related to cyber security or management, to carry out the Institute’s operation and management. The president shall be nominated by the chairperson and hired upon approval by the board of directors. The same procedure shall be followed for the president’s removal. The president shall carry out the Institute’s operation and supervise all employees in accordance with the rules and regulations of the Institute and resolutions of the board of directors, and under the authority of the chairperson.
The president may not exceed the age of sixty-five at the first term of office. If the president reaches the age of seventy before the expiration of the term of office, the president shall be replaced immediately. However, if there are special considerations that have been approved by the Executive Yuan, the aforementioned limitations shall not apply.
Stipulations concerning directors and chairperson of the board of directors, namely Article 14, paragraphs 1 to 4 of Article 18, paragraphs 2 and 3 of Article 20, and subparagraph 6 of Article 25, shall also apply mutatis mutandis, to the president of the Institute.
Article 20
Personnel shall be hired to work at the Institute pursuant to its rules and regulations concerning personnel management of the Institute. They shall not be considered as public servants. Their rights and duties shall be stipulated in their contracts.
Persons having a spousal or other relationship within three degrees of consanguinity or affinity with directors or supervisors shall not serve in positions concerning general affairs, accounting, or personnel at the Institute.
The chairperson shall not appoint his or her spouse or a person within three degrees of consanguinity or affinity to work at the Institute.
Article 21
Personnel of the Institute shall be subject to security vetting.
Regulations concerning the applicable personnel, procedures, criteria, appeals, and other matters to be complied with for the security vetting specified in the preceding paragraph, shall be prescribed by the supervisory authority in consultation with relevant agencies.
Article 22
Except as otherwise provided by laws and regulations, current personnel of the Institute and the personnel within three years upon resignation shall obtain permission from the supervisory authority before leaving the country.
Regulations concerning the applicable personnel, evaluation criteria for applicant's involvement in handling classified information, application process, conditions for permission, procedures, revocation, and other matters to be complied with for the personnel specified in the preceding paragraph, shall be prescribed by the supervisory authority.