TAIWAN WATER CORPORATION

Font

You are here: Home > Disclosure > Regulations
  • Print
  • Forward
  • Go Back

    Constitution of Taiwan Water Corporation

    • Date:2014-06-24

      Constitution of Taiwan Water Corporation
     
      CHAPTER 1 General Provisions .
       

    Article 1
    This corporation named as Taiwan Water Corporation (TWC).

    Article 2 
    TWC's business entries are as follows: 
    1. D301010 water supply
    2. C110010 beverage manufacturing
    3. F102040 beverage wholesaling
    4. F203010 food & beverage retailing
    5. JA02051 metrological instruments repairing
    6. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

    Article 3 
    TWC's main office locates at Taichung City, Taiwan and may set up region/district administration offices and subsidiary bodies within and without Taiwan.  

    Article 4 
    TWC's proclamation will be carried in noticeable sections of daily news published by the municipalities or county (city) where the Corporation registered in.

      CHAPTER 2 Shares .
       

    Article 5 
    TWC's capital amount is set at NTD $157.5 billion divided into 157.5 million shares of NTD $1,000 each, and issuing new shares shall be determined by the Board of Directors.  

    Article 6 
    TWC's stocks are countersigned and chopped by over 5 members of the Board of Directors, and issued upon certification.  

    Article 7 
    Transference of stocks is withheld 30 days prior to regular stockholders' meetings,15 days prior to special stockholders' meetings, or 5 days prior o the disbursement of any dividends.

      CHAPTER 3:Stockholders' Meeting .
       

    Article 8
    Stockholder's meetings are categorized into "Regular", which are called at least once per year by the Board of Directors, and "Special", which are called in accordance with necessary matters accordingly.  

    Article 9
    When a stockholder is unable to attend a meeting, in accordance with Article 177 stated in the Corporate Laws, s/he can issue a power of attorney to assign an alternative representative to attend the meeting.  

    Article 10
    When the Chairperson is unable to chair the stockholders' meeting, s/he can appoint a representative to chair the meeting. Otherwise, a Chairperson should be elected from within the Board of Directors.  

    Article 11
    Every share of stock represents and is counted as one vote.  

    Article 12
    Any resolution should receive the approval from over half of the attending stockholders accounting for over half of the shares in circulation unless relevant Corporate Laws state otherwise.  

    Article 13
    Any resolution made at stockholders' meetings should be recorded in meeting minutes, signed and chopped by the Chairperson, and distributed to every stockholder in paper or electronic format within 20 days thereafter. The minute must include issues discussed and results, and be kept on permanently while TWC is being run. The books containing stockholders’ signatures and powers of attorney should be kept for at least one year.

      CHAPTER 4: Auditors & Board of Directors .
       

    Article 14
    There are 15 seats on the Board of Directors, and 9 Auditor seats. Each term lasts for 2 years, with the possibility of multiple terms.  

    Article 15
    If re-elections could not be held by the end of terms, the same members shall extend their terms until such time the re-elections can be carried out.  

    Article 16
    A Chairperson should be elected from within the Board of Directors with the approval from over half of the attending Board members accounting for over 2/3 of the entire Board members. The Board of Directors shall run TWC in accordance with relevant laws & regulations, constitutions of TWC, as well as the resolutions made by stockholder's meetings or the Board of Directors.

    Article 17
    The Board of Directors should hold regular meetings monthly, but special meetings can be called by the Chairperson as required.  

    Article 18
    Any resolution made by the Board of Directors should receive the approval from over half of the attending Board members accounting for over half of the entire Board members, unless Corporate Laws state otherwise. If any Board member is unable to attend the meeting, s/he can issue a power of attorney and authorize other Board members as her/his representatives, but only one Board member is allowed to take one power of attorney and act as one representative.  

    Article 19
    Any resolution discussed at Board meetings should be recorded in meeting minutes, signed and chopped by the Chairperson, and distributed to every Board member within 20 days thereafter. The minute must include issues discussed and results, and be kept on permanently while TWC is being run. The books containing Board members' signatures and powers of attorney should be kept for at least one year. 

    Article 20
    Auditors shall monitor corporate activities in accordance with laws & regulations, as well as attend all Board meetings. Auditors, however, will not have any voting rights.

      CHAPTER 5: Managers .
        Article 21
    There shall be one President and four Vice Presidents appointed and dismissed by the Board of Directors in accordance with laws & regulations. 
      CHAPTER 6: Accounting .
       

    Article 22
    At the end of each fiscal year, the Board of Directors should compose required indexes (as follows), submit them to Auditors for verifications and to the Board for reviews 30days prior to the stockholders' meeting.  
    1.Business Reports.  
    2.Financial Statements.  
    3.Motions regarding profit allotting or deficit mending.  

    Article 23
    At the end of each fiscal year, operating results should be appropriated in accordance with relevant laws & regulations without disbursing any dividends. A fraction of the balance should be transferred into a special accumulation fund for water supply facility improving and upgrading use. The remainder balance should be merged into the budgets of government sectors.

      CHAPTER 7:Supplementary Articles .
       

    Article 24
    For business needs, the Corporation may provide endorsement and guarantee and act as a guarantor following the “Procedures for Endorsement & Guarantee of TWC”.

    Article 25
    The organization chart of TWC as well as authority assignment tables should be determined separately. 

    Article 26
    Issues not covered by this Constitution (of TWC) should be carried out in accordance with relevant Corporate Laws and other laws & regulations.  

    Article 27
    This Constitution (of TWC) should take effect upon its legal approval.

     

    • Updateing Date:2019-01-25 09:45:00
    • Hit:119