Article 41 |
A supervisor shall be familiar with the relevant laws and regulations, understand the rights, obligations, and duties of directors of the company and the functions and duties, and operation of each department, and it is advisable that he/she should attend regular meetings of the board of directors to supervise the operations and to state his/her opinions when appropriate so as to control or discover any abnormal situation.
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Article 42 |
A supervisor shall supervise the implementation of the operations of the company, the performance of duties by directors and managers and pay close attention to the enforcement of internal control so as to reduce the financial and operational risks of the company.
Where a director, for himself/herself or on behalf of others, enters into a sales/purchase or loan transaction, or conducts any other legal acts, a supervisor shall act as the representative of the company.
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Article 43 |
A supervisor shall investigate the operational and financial conditions of the company from time to time and the relevant departments in the company shall provide the books or documents that will be needed for the supervisor's review.
When reviewing the finance or operations of the company, a supervisor may retain attorneys or accountants on behalf of the company to perform the review; however, the company shall inform the relevant persons of their confidentiality obligations.
The board of directors and managers shall submit reports in accordance with the request of the supervisors and shall not for any reason obstruct, circumvent, or refuse the inspection of the supervisor. During the performance of his or her duties as the supervisor, a Member company shall provide necessary assistance and offer the reasonable expenses which shall be borne by the company in accordance with the needs of the supervisor.
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Article 44 |
For supervisors to timely discover any possible irregular conduct in the company, a Member company shall establish a channel for supervisors to communicate with the employees, shareholders, and stakeholders.
Upon discovering any irregular conduct, the supervisors shall take appropriate measures timely, such as filing a report to the relevant regulatory authorities or agencies to curb the expansion of the irregular conduct.
Where any of the independent directors, general managers, chief financial or accounting officers, the head of internal auditing department or CPAs resigns his/her position, the supervisors shall further investigate the cause of the resignation.
In the event that a supervisor neglects his/her duties and therefore causes harm to the company, the supervisor shall be liable to the company.
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Article 45 |
When exercising his/her supervision power, each supervisor of a Member company may convene meetings on a regular or non-regular basis if he/she deems necessary to exchange opinions among all other supervisors after taking into consideration the overall interest of the company and shareholders; however, it may not by such way obstruct supervisors in exercising their duties independently.
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Article 46 |
A Member company may purchase Director and Officer liability insurance coverage against the liabilities for damage compensation for its supervisors during their tenure, so as to reduce and spread the risk of damages that may be sustained by the company or shareholders caused by any illegal act of its supervisors.
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Article 47 |
The supervisors shall take the courses on the subjects of finance, business, commerce, accounting or laws, which are relevant to corporation governance, during their tenure.
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