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Chapter Law Content

Chapter 2 Organization
Article 6
There is a board of directors in the Center, with eleven to fifteen directors selected among the following people and appointed by the competent supervisory authority. The same shall apply to the discharge of the directors:
1. Representatives of relevant governmental agencies.
2. Scholars and experts in the field of research of information security.
3. Experts in operation and management of private enterprises, or the public figures who have major contributions to information security.
The number of the directors specified in Subparagraph 1 of the preceding Paragraph may not exceed one-third of the total number of directors.
The number of each gender of the directors specified in Paragraph 1 may not be less than one-third of the total number of people.
Article 7
There are three to five supervisors in the Center, selected among the following people and appointed by the competent supervisory authority. The same shall apply to the discharge of the supervisors:
1. Representatives of relevant governmental agencies.
2. Scholars and experts in the field of research of information security.
3. Scholars and experts in the field of law, accounting or finance.
A managing supervisor shall be elected among supervisors.
The number of each gender of the supervisors specified in Paragraph 1 may not be less than one-third of the total number of people.
Article 8
The term of office for each director or supervisor is three years, which is calculated individually and not limited by the term of appointment. The director or supervisor may be reappointed once upon the expiration of his or her original term of office. Notwithstanding the above, after the enforcement of this Act, each of the seven initially appointed directors shall serve a term of one and a half years, and each of the two initially appointed supervisors shall serve a term of one and a half years.
The directors and supervisors acting on behalf of governmental 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 Subparagraphs 2 and 3 of Paragraph 1 of Article 6 and Subparagraphs 2 and 3 of Paragraph 1 of the preceding Article before the expiration of their terms of office, the vacancy shall be filled through the election and appointment by the competent supervisory authorities, while 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.
Article 9
There is one Chairman in the Center, nominated by the competent supervisory authority among the directors and appointed by the Premier of Executive Yuan. The same shall apply to the discharge of the Chairman.
The Chairman shall be appointed according to the regulations adopted by the competent supervisory authority.
The Chairman is in charge of all affairs of the Center internally, and represents the Center externally as well. If the chairman cannot exercise his or her authority for any reason whatsoever, the director designated by the Chairman shall act on his or her behalf, but if the designation cannot be made, the person elected by the directors among themselves shall act on behalf of the Chairman.
The Chairman may not exceed the age of sixty-five at his or her first term of office. If the Chairman reaches the age of seventy before the expiration of his or her term of office, he or she shall be replaced immediately. However, if there are special considerations that have been approved by the Executive Yuan, the aforementioned limitations do not apply.
The Chairman may act in the position full-time or part time, with the remuneration for full time position on the board of directors which will be approved by the competent supervisory authority; while part time position on the board of directors comes without remuneration.
Article 10
The authority of the board of directors is as follows:
1. Reviewing and discussing developmental goals and plans.
2. Reviewing and discussing annual business plans.
3. Reviewing and discussing annual budgets and financial statement reports.
4. Reviewing and discussing rules and regulations.
5. Reviewing and discussing the disposition of or the creation of encumbrance over private real estates.
6. Reviewing and discussing the matters required by the Act to be resolved by the board of directors.
7. Agreeing upon the appointment and the operations of the Chief Executive Officer of the Center.
8. Reviewing and discussing other major matters.
Article 11
The meetings of the board of directors shall be held once three months. If necessary, an urgent and special meeting may be convened by the Chairman, who will chair that meeting.
A resolution of the 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 12
The authority of the supervisors is as follows:
1. Verifying annual final business accounts.
2. Supervising business and financial statuses.
3. Auditing financial accounting books, documents and information of assets.
4. Verifying or auditing other major matters.
Each supervisor exercises his or her authority independently. The managing supervisor shall attend the meetings of the board of directors on behalf of all supervisors.
Article 13
The directors and supervisors shall comply with the principle of conflict of interests and may not seek their own interests or the interests of any interested party by using the authority, opportunities or methods arising stemming from their duties. The scope of conflict of interests and the punishment for the breach of the principle of conflict of interests will be determined by the competent supervisory authority.
A director or supervisor may not be a spouse or relative by blood relations or marriage within three degrees of kinship to another director or supervisor.
The interested party set forth in this Act shall refer to a spouse or relative within two degrees of kinship.
Article 14
The directors, supervisors or the interested parties may not conduct transactions such as sales, lease or contracting with the Center. Notwithstanding the above, special exemptions may be made if there are justified reasons regarding the special resolution of the board of directors.
The person who breaches the preceding Paragraph shall be liable for the damages caused thereby to the Center.
The Center shall actively publicize the contents of the special resolution of the board of directors specified in the proviso of Paragraph 1 within twenty days after the meeting, and shall submit them to the competent supervisory authority for reference.
Article 15
The directors and managing supervisor shall attend the meetings of the board of directors in person and may not delegate a proxy to attend the meetings.
Article 16
Except for full time Chairman, directors and supervisors of the Center, may not receive remuneration.
Article 17
The person who falls into any of the following categories may not be appointed as the director or supervisor:
1. The person who has been placed under custodianship or guardianship, and whose placement has not yet been withdrawn.
2. The person who has been sentenced to imprisonment and has not been declared to be on probation.
3. The person who has been declared bankrupt and has not yet come out of bankruptcy.
4. The person whose citizen’s rights have been suspended which have not yet been reinstated.
5. The person who has been certified by a public hospital as being incapable of performing duties due to physical or mental disabilities.
The director or supervisor who falls in any of the categories listed in the preceding Paragraph or fails to attend the meetings of the board of directors for three consecutive times without any reasonable excuses shall be dismissed.
The director or supervisor who falls in any of the following categories may be dismissed:
1. The director or supervisor whose misconduct or poor character is found by concrete evidence to have affected the image of the Center.
2. The director or supervisor who is found by specific facts to have failed to devote reasonable efforts to the duties or performs the duties negligently, or the director or supervisor who materially breaches his or her appointment.
3. The Center fails to meet the standard of performance evaluation required by the competent supervisory authority for two consecutive years.
4. The director or supervisor who is found by concrete evidence to have violated the Administrative Neutrality Act.
5. The director or supervisor who is found by concrete evidence to have been lobbied or interceded in terms of the issue of which he or she is in charge or have accepted gifts or special treatments by misusing the position and have caused damages to public interests or the interests of the Center.
6. The director or supervisor who is found by concrete evidence to have misused assets of the Center for non-official reasons.
7. The director or supervisor who is found by concrete evidence to have violated the principle of conflict of interests set forth in this Act or have engaged in the prohibited transactions stipulated in the first half of Paragraph 1, Article 14.
8. The director or supervisor who conducts any act that makes him or her unfit for the position as a director or supervisor.
If any of the situations listed in the Subparagraphs of the preceding Paragraph occurs, the competent supervisory authority shall provide opportunities to the concerned director or supervisor, to state his or her opinions and explain before being discharge.
The regulations relating to the appointment, discharge and replacement of the directors and supervisors of the Center will be adopted by the competent supervisory authority.
Article 18
There is a Chief Executive Officer in the Center, nominated by the Chairman and approved and appointed by the board of directors. The same shall apply to the discharge of the Chief Executive Officer. The Chief Executive Officer carries out the businesses of the Center and supervises the personnel subject to the rules and regulations of the Center, resolutions of the board of directors and the authorization of the Chairman.
The provisions regarding the directors and the Chairman specified in Paragraph 4 of Article 9, Article 13, Article 14, Paragraph 1 of Article 17, the first half of Paragraph 2 of Article 17, Paragraph 3 of Article 17, Paragraph 2 and 3 of Article 19, and Subparagraph 6 of Article 22 shall apply to the Chief Executive Officer.
Article 19
The employees recruited by the Center shall be governed by the personnel management regulations of the Center and are not public servants. The rights and obligations of the employees shall be specifically specified in their respective contracts.
The spouses and relatives by blood or marriage within three degrees of kinship to the directors and supervisors may not hold the positions regarding general affairs, accounting and personnel affairs of the Center.
The Chairman may not recruit his or her spouse or relatives by blood or marriage within three degrees of kinship to hold the positions of the Center.
The state secrets’ personnel involved in the Center shall be handled in pursuant to relevant regulations on the control of national security and clandestine -related personnel.