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Chapter (2) Organization
Article 7
Paragraph (1)
There is a board of directors in NCSIST, with eleven to fifteen directors selected among the following people by MND and appointed by the Premier of the Executive Yuan. The same shall apply to the discharge of the directors:
Subparagraph (1)
Representatives of relevant governmental agencies, the minister of MND, the deputy minister of Ministry of Economic Affairs, and the deputy minister of National Science Council of the Executive Yuan are certainly definite directors.
Subparagraph (2)
Scholars and experts in the field of research of national defense technology.
Subparagraph (3)
Entrepreneurs, management experts, or the persons who make great contributions to NCSIST.
Paragraph (2)
The number of the directors specified in Subparagraph 3 of the preceding Paragraph may not exceed one-third of the total number of directors.
Paragraph (3)
The number of the full-term directors may not exceed one-third of the total number of directors.
Paragraph (4)
The gender ratio of the directors specified in Paragraph 1 may not be limited by the preceding paragraph of Paragraph 5 in Article 5 of the administrative corporation law.
Article 8
Paragraph (1)
There are three to five supervisors in the institute, selected among the following people by the MND and appointed by the Premier of the Executive Yuan. The same shall apply to the discharge of the supervisors:
Subparagraph (1)
Representatives of relevant governmental agencies.
Subparagraph (2)
Scholars and experts in the field of research, and experts in the national defense technology.
Subparagraph (3)
Scholars and experts in the field of law, accounting or finance.
Paragraph (2)
A managing supervisor shall be elected among supervisors.
Paragraph (3)
The gender ratio of the directors specified in Paragraph 1 may not be limited by the front section of paragraph 5 in article 5 of the rule of administrative corporation.
Article 9
Paragraph (1)
The term of office of each director or supervisor is three years. The director or supervisor may be reappointed once upon the expiration of his or her original term of office. The number of members being reappointed may not exceed two-third of the total number of directors and may not be less than one-third of the total number of directors.
Paragraph (2)
The directors and supervisors acting on behalf of government agencies shall be replaced if their positions are changed, and may not be bound by the restriction on the times of reappointment as specified in the preceding Paragraph. If there is a vacancy existing in the directors and supervisors appointed according to Paragraph 1 of Article 7 and the preceding Article before the expiration of their terms of office, the vacancy shall be filled through the election by the MND and the appointment by the Premier of the Executive Yuan, and the term of office of the new director or supervisor shall continue until the expiration of the term of office of the original director or supervisor.
Paragraph (3)
The regulations relating to the appointment, discharge, and replacement of the directors and supervisors of NCSIST will be adopted by the MND.
Article 10
Paragraph (1)
There is one chairman of the board of directors, and the minister of MND serves concurrently of this position.
Paragraph (2)
The chairman shall manage and oversee all affairs of NCSIST, while acting as the representative of the NCSIST to the public. If the chairman of the board of directors is unable to perform his or her duties, a director designated by the chairperson shall act in his or her place. If no such director can be designated, the directors shall select one among themselves to serve as the acting chairman.
Article 11
Paragraph (1)
The authority of the board of directors is as follows:
Subparagraph (1)
Reviewing and discussing ten-year national defense science and technology development concept and five-year national defense science and technology research, application and production plan.
Subparagraph (2)
Reviewing and discussing annual operating (business) objectives and operational plans.
Subparagraph (3)
Reviewing and discussing the annual budget and the final accounts of the review.
Subparagraph (4)
Reviewing and discussing the rules and regulations.
Subparagraph (5)
Reviewing and discussing the disposition of or the creation of an encumbrance over private real estates.
Subparagraph (6)
Appointing and discharging the president.
Subparagraph (7)
Raising funds.
Subparagraph (8)
Reviewing and discussing the matters required by the Act to be resolved by the board of directors.
Subparagraph (9)
Reviewing and discussing other significant matters.
Article 12
Paragraph (1)
The meetings of the board of directors shall be held once three months. An extraordinary meeting may be held if necessary.
Paragraph (2)
The chairman of the board of directors shall convene the meetings and act as the chairperson. A resolution of a meeting of the board of directors shall be made upon the approval of more than half of the directors present at the meeting representing more than half of all directors, provided that each of the resolutions specified in Subparagraphs 1 to 7 of the preceding Article shall be made upon the approval of more than half of all directors.
Article 13
Paragraph (1)
The authority of the supervisors is as follows:
Subparagraph (1)
Supervising business and financial statuses.
Subparagraph (2)
Auditing financial accounting books, documents and information of assets.
Subparagraph (3)
Verifying financial statement reports.
Subparagraph (4)
Verifying or auditing other major matters.
Paragraph (2)
Each supervisor exercises his authority independently. The managing supervisor shall attend the meetings of the board of directors on behalf of all supervisors.
Article 14
Paragraph (1)
There is one president in NCSIST, nominated by the chairman and appointed by the board of directors. The same shall apply to the discharge of the president. The president should have experiences of national defense science and technology or business management. The term of office of president is three years. The president may be reappointed once upon the expiration of his original term of office.
Paragraph (2)
The president shall not exceed the age of sixty-five at his first term of office. If the president reaches the age of seventy before the expiration of his term of office, he shall be replaced immediately, provided that special exemptions may be made upon the approval of the Executive Yuan.
Paragraph (3)
The president is responsible for operations and management in accordance with the rules and regulations of NCSIST, resolutions of the board of directors and the authorization of the chairman of the board of directors. The president shall attend the meetings listed in the second Paragraph of Article 20 in this Act.
Article 15
Paragraph (1)
Directors, supervisors, and the president shall comply with the principle of avoiding conflict of interest, and may not exploit powers, opportunities or means connected with their duties to contrive to gain benefit for themselves or related persons. The scope of conflict of interests to be avoided and how to deal with it when a violation occurs shall be decided by the MND.
Paragraph (2)
There shall not be any spousal relationship or any relationship of blood or marriage within the third degree between a director, a supervisor, and the president.
Paragraph (3)
The spouse, blood relatives within third degree, and relatives by marriage of directors, supervisors, and the president shall not hold positions of accounting, general affairs, or human resources with the NCSIST.
Paragraph (4)
The chairman and the president shall not employ his/her spouse, blood relatives within third degree, or relatives by marriage.
Paragraph (5)
For the purposes of this Ordinance, a related person means a spouse or a relative within the second degree.
Article 16
Paragraph (1)
Directors, supervisors, and the president or their related persons may not engage in any trading, leasing, work contracting or other such transaction with the NCSIST. But this restriction shall not apply if there is a proper reason and if the board of directors has passed a special resolution approving it.
Paragraph (2)
If the NCSIST incurs loss or damage resulting from a violation of the provisions of the preceding paragraph, the person or persons who committed the violation shall be liable to compensate for the loss or damage.
Paragraph (3)
In the situation referred to in the proviso to Paragraph 1, the NCSIST shall proactively make public the content of the special resolution passed by the board of directors, within twenty days after the meeting, and shall report the same to the Ministry of National Defense for reference filing.
Article 17
The directors and managing supervisors shall attend or guest on board meetings in person, and shall not appoint proxies to attend.
Article 18
Paragraph (1)
A person to whom any of the circumstances listed below pertains may not be appointed as a director or supervisor:
Subparagraph (1)
Persons who are subject to the commencement of guardianship or assistantship and have not yet revoked those orders.
Subparagraph (2)
Persons who have been sentenced to imprisonment for a definite period or a more severe punishment, and have not been ordered a suspension of a punishment.
Subparagraph (3)
Persons who declare bankrupt and have not yet resume their rights.
Subparagraph (4)
Persons who have been deprived of civil rights and have not yet resume their rights.
Subparagraph (5)
Persons being diagnosed by a public hospital to be mentally or physically impaired to the extent that he/she is not capable of performing his duties.
Paragraph (2)
A director or supervisor to whom any of the circumstances listed in the preceding paragraph pertains, or who without valid reason fails to attend three successively meetings of the board of directors or board of supervisors, shall be dismissed.
Paragraph (3)
A director or supervisor to whom one of the circumstances listed below pertains may be dismissed:
Subparagraph (1)
There is substantial evidence of his/her having behaved in a disorderly manner or committed misconduct, such as to affect the image of NCSIST.
Subparagraph (2)
Having performed work perfunctorily or neglected duties, where there are specific facts.
Subparagraph (3)
Having committed serious breach of contract.
Subparagraph (4)
For two years repeatedly, the NCSIST’s annual performance review on the person has not met the standards set by the Ministry of National Defense.
Subparagraph (5)
There is substantial evidence of his/her having violated the Civil Service Administrative Neutrality Act.
Subparagraph (6)
There is substantial evidence of his/her having accepted illegal lobbying or requests for favor for matters under his/her charge, or having used his/her position to accept hospitality or gifts, such as to harm public interests or the interests of the NCSIST.
Subparagraph (7)
There is substantial evidence of his/her having used NCSITS’s asset for purposes other than the needs of his/her duties.
Subparagraph (8)
There is substantial evidence of his/her having violated the principles of avoiding conflict of interest as stipulated in this self-government ordinance, or of his/her having violated the prohibition of transactions as specified in the forepart of Article 16 Paragraph 1.
Subparagraph (9)
Other conduct unbefitting of a director, supervisor or the president.
Paragraph (4)
Before dismissing someone pursuant to any subsection of the preceding paragraph, the Ministry of National Defense shall give the person appropriate opportunity to make a statement and to argue his/her case.
Article 19
Adjunct directors or supervisors may not receive remuneration.