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Company Law of the Peoples Republic of China (3)
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来源：中国法律法规大全 点击数： 更新时间：2005-9-18 20:06:28 |
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Article 46 The board of directors shall be responsible to
the meeting of shareholders and exercises the following powers:
1. To call meetings of shareholders and report work
to the meetings of shareholders.
2. To execute the resolutions passed by the
meetings of shareholders.
3. To decide on the operation and investment plans.
4. To formulate the company's annual financial budget
and final accounts.
5. To formulate the profit distribution and losses
recovery
plans.
6. To formulate plans for increasing or decreasing
registered capital of the company.
7. To draft plans for merger, division, change of corporate
form and dissolution of the company.
8. To decide on the organizational setup of the company.
9. To appoint or dismiss manager (general manager) of
the company (hereinafter referred to as "manager"), appoint
or dismiss deputy managers and financial officers of the
company according to the recommendation by the manager and decide
on their
remuneration.
10. To formulate the basic management systems of the company.
Article 47 The term of office for the chairman of the board
of
directors shall be provided for in the articles of
association, in case that each term of the office shall not be
longer than three years. The chairman of the board of
directors may be re-elected upon the expiration of the term to serve
another term.
Before the term of office of a director expires, the
meeting of shareholders shall not dismiss him (her) from
his (her) posts without justifiable reasons.
Article 48 The meetings of the board of directors shall be
called
and presided over by the chairman of the board of directors.
If the chairman of the board of directors is unable to perform his
(her) duty due to special reasons, a vice-chairman of the board of
directors or a director designated by the chairman of the board
of directors shall call and preside over the meetings. A meeting
of the board of directors may be called upon the motion by at least
one-third of the
directors.
Article 49 The method of discussion and the procedures of
voting
at the meeting of the board of directors shall be provided for
in the articles of association except otherwise provided for in this
law.
In concerning a meeting of the board of directors, a notice
shall be given to the directors concerned 10 days before the meeting is
held.
The board of directors shall keep minutes of meetings made
on the matters discussed and being signed by the directors present.
Article 50 A limited liability company shall have a
manager, subject to [1] [2] [3] [4] 下一页
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