Board of Directors and Supervisors
Board of Directors and Supervisors
As set forth in the Articles of Incorporation, the Company has seven to fifteen directors bestowed with a three-year tenure. The directors are eligible for re-election, of which one–fifth representation must be from relevant experts. Thirteen directors, including three independent directors, and three supervisors were elected by 2010 Annual General Meeting. One representative juristic-person director has resigned on July 12, 2011 and there is no new appointment up to date. So currently the Company has twelve directors and three supervisors. The Company’s board consists of one Chairman, who is elected by the board of directors. The Chairman chairs the board of directors internally and represents the Company externally. The board’s duties include but not limited to: the Company's operating plan and budget; the Company’s financial forecast; capital increases or decreases; the Company's organizational regulations; establishment, alteration, or revocation of domestic or foreign branches; annual and semi-annual financial reports/statements; distribution of profits or off-set of deficit; the amounts and terms of domestic and foreign debt; amounts of re-investments; issuance of corporate bonds; policies regarding personnel matters, material purchase, accounting, and internal control; adoption or amendment of the Board's organizational regulations and functional committee establishment guidelines; adoption or amendment of regulations governing the scope of independent directors' duties; appointment and removal of the management; appointment and removal of the chiefs of finance, accounting and internal audit; the remuneration standard for employees; recommendation of chairman and president to subsidiaries; as well as other duties as prescribed by the relevant authorities in charge of securities and shareholder meeting resolutions.
Pursuant to the Securities and Exchange Act of the Republic of China and the Letter of the Financial Supervisory Commission, Executive Yuan (the authority in charge of securities affairs) dated March 28, 2006, listed (OTC) non-financial-institution companies with paid-in capital exceeding NT$50 billion are required to appoint independent directors, no less than a minimum of two in number, and not below one-fifth of the total number of directors. Accordingly, the Company’s Articles of Incorporation stipulates that minimal three independent directors should be elected commencing the Fifth Board of Directors. The Company elects independent directors under the candidate nomination system as set forth in the Company Act. Accordingly, both the board of directors and shareholders who hold over 1% of the total issued shares are entitled to nominate candidates for independent directors in formal writing. Afterwards, shareholders will elect the independent directors based on the nominated candidate list during the Annual General Meeting. As set forth in the Securities and Exchange Act, on all major issues of the Company to be resolved by the board of directors and as enumerated below, the objection or reserved opinions of the independent directors, if any, shall be expressly entered into the minutes of the board of directors meeting, including: enactment or amendment of the internal control system, acquisition or disposition of assets, engagement in derivative transaction, loaning of funds, endorsements or provision of guarantees, matters involving interested relationship of the directors and supervisors, major assets or derivative transactions, major loaning of funds, endorsement or guarantee, issuance or private issuance of equity securities, appointment and discharge of the auditing Certified Public Accountants, the appointment and removal of financial, accounting or internal auditing officers and other major issues as prescribed by the relevant authorities in charge of securities.
In accordance with the Articles of Incorporation, the Company has three to five supervisors bestowed with a three-year tenure. The supervisors are eligible for re-election. At the moment, the Company has three supervisors who were elected in the annual general meeting convened on June 18, 2010. The Company’s supervisors shall not concurrently serve as the Company’s directors, managerial officers or other staff members. The supervisors’ duties and powers include but not limited to: stating opinions in board meetings, superintending the Company’s business operations, investigation of the Company’s financial standing, auditing books and accounts and request the board or management to provide further relevant reports from the board or management, auditing the statements prepared by the board of directors prior to the annual general meeting, reporting opinions to the shareholders’ meeting; convene shareholder meeting if necessary; acting for and on behalf of the Company to inform the director(s) to cease and desist whenever the director(s) is(are) found having breached laws and ordinances concerned, Articles of Incorporation or shareholder decisions.
In accordance with the Company Act, where a government agency or a juristic person acts as a shareholder of a company, it may be elected as a director or supervisor of the company provided that it shall designate a natural person as its proxy to exercise, in its behalf, the duties of a shareholder. Where a government agency or a juristic person acts as a shareholder of a company, its authorized representative may also be elected as a director or supervisor of the company; and if there is a plural number of such authorized representatives, each of them may be so elected. In the event that a director or a supervisor is the representative of a government agency or a judicial person, that judicial person is entitled to be discharged or replaced in order to complete the remaining tenure. At the moment, except the three independent directors, all directors of the Company are appointed by and represented by the Ministry of Transportation & Communications. Besides, in accordance with the Securities and Exchange Law of the Republic of China, unless approved by the authority in charge of securities, the representatives of a government agency or a judicial person shall not concurrently be elected to serve as the Company’s director and supervisor.
Date as of Descriptions
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2013-04-01 Introduction to Directors and Supervisors
2012-06-22 Directors Election Regulations
2012-06-22 Meeting Rules of Order of the Board of Directors
2006-12-26 Independent Directors Duties
Board of Directors and Supervisors
As set forth in the Articles of Incorporation, the Company has seven to fifteen directors bestowed with a three-year tenure. The directors are eligible for re-election, of which one–fifth representation must be from relevant experts. Thirteen directors, including three independent directors, and three supervisors were elected by 2010 Annual General Meeting. One representative juristic-person director has resigned on July 12, 2011 and there is no new appointment up to date. So currently the Company has twelve directors and three supervisors. The Company’s board consists of one Chairman, who is elected by the board of directors. The Chairman chairs the board of directors internally and represents the Company externally. The board’s duties include but not limited to: the Company's operating plan and budget; the Company’s financial forecast; capital increases or decreases; the Company's organizational regulations; establishment, alteration, or revocation of domestic or foreign branches; annual and semi-annual financial reports/statements; distribution of profits or off-set of deficit; the amounts and terms of domestic and foreign debt; amounts of re-investments; issuance of corporate bonds; policies regarding personnel matters, material purchase, accounting, and internal control; adoption or amendment of the Board's organizational regulations and functional committee establishment guidelines; adoption or amendment of regulations governing the scope of independent directors' duties; appointment and removal of the management; appointment and removal of the chiefs of finance, accounting and internal audit; the remuneration standard for employees; recommendation of chairman and president to subsidiaries; as well as other duties as prescribed by the relevant authorities in charge of securities and shareholder meeting resolutions.
Pursuant to the Securities and Exchange Act of the Republic of China and the Letter of the Financial Supervisory Commission, Executive Yuan (the authority in charge of securities affairs) dated March 28, 2006, listed (OTC) non-financial-institution companies with paid-in capital exceeding NT$50 billion are required to appoint independent directors, no less than a minimum of two in number, and not below one-fifth of the total number of directors. Accordingly, the Company’s Articles of Incorporation stipulates that minimal three independent directors should be elected commencing the Fifth Board of Directors. The Company elects independent directors under the candidate nomination system as set forth in the Company Act. Accordingly, both the board of directors and shareholders who hold over 1% of the total issued shares are entitled to nominate candidates for independent directors in formal writing. Afterwards, shareholders will elect the independent directors based on the nominated candidate list during the Annual General Meeting. As set forth in the Securities and Exchange Act, on all major issues of the Company to be resolved by the board of directors and as enumerated below, the objection or reserved opinions of the independent directors, if any, shall be expressly entered into the minutes of the board of directors meeting, including: enactment or amendment of the internal control system, acquisition or disposition of assets, engagement in derivative transaction, loaning of funds, endorsements or provision of guarantees, matters involving interested relationship of the directors and supervisors, major assets or derivative transactions, major loaning of funds, endorsement or guarantee, issuance or private issuance of equity securities, appointment and discharge of the auditing Certified Public Accountants, the appointment and removal of financial, accounting or internal auditing officers and other major issues as prescribed by the relevant authorities in charge of securities.
In accordance with the Articles of Incorporation, the Company has three to five supervisors bestowed with a three-year tenure. The supervisors are eligible for re-election. At the moment, the Company has three supervisors who were elected in the annual general meeting convened on June 18, 2010. The Company’s supervisors shall not concurrently serve as the Company’s directors, managerial officers or other staff members. The supervisors’ duties and powers include but not limited to: stating opinions in board meetings, superintending the Company’s business operations, investigation of the Company’s financial standing, auditing books and accounts and request the board or management to provide further relevant reports from the board or management, auditing the statements prepared by the board of directors prior to the annual general meeting, reporting opinions to the shareholders’ meeting; convene shareholder meeting if necessary; acting for and on behalf of the Company to inform the director(s) to cease and desist whenever the director(s) is(are) found having breached laws and ordinances concerned, Articles of Incorporation or shareholder decisions.
In accordance with the Company Act, where a government agency or a juristic person acts as a shareholder of a company, it may be elected as a director or supervisor of the company provided that it shall designate a natural person as its proxy to exercise, in its behalf, the duties of a shareholder. Where a government agency or a juristic person acts as a shareholder of a company, its authorized representative may also be elected as a director or supervisor of the company; and if there is a plural number of such authorized representatives, each of them may be so elected. In the event that a director or a supervisor is the representative of a government agency or a judicial person, that judicial person is entitled to be discharged or replaced in order to complete the remaining tenure. At the moment, except the three independent directors, all directors of the Company are appointed by and represented by the Ministry of Transportation & Communications. Besides, in accordance with the Securities and Exchange Law of the Republic of China, unless approved by the authority in charge of securities, the representatives of a government agency or a judicial person shall not concurrently be elected to serve as the Company’s director and supervisor.
Date as of Descriptions
------------------------------------------------------------------------------------------------
2013-04-01 Introduction to Directors and Supervisors
2012-06-22 Directors Election Regulations
2012-06-22 Meeting Rules of Order of the Board of Directors
2006-12-26 Independent Directors Duties
