SECTION THREE BOARD OF DIRECTORS; MANAGER
Article 112 A joint stock company limited shall have a board
of
directors with five to 19 members.
The board of directors shall be responsible to the
meetings of shareholders and exercise the following powers:
1. To convene meetings of shareholders and report work to
the
meeting.
2. To carry out the resolutions passed by the meetings
of
shareholders.
3. To decide on the operational and investment plans.
4. To formulate the company's annual financial budget and
final
accounts.
5. To formulate plans for profit distribution and recovery of
losses.
6. To formulate plans for increasing or decreasing
registered capital of the company and the plan for issuing bonds.
7. To draft plans for merger, division, or dissolution of
the
company.
8. To decide on the organizational setup of the company.
9. To appoint or replace manager (general manager) of the
company
(hereinafter referred to as "manager"), appoint or
replace deputy managers and financial officers of the company
according to the recommendation by the manager and decide
on their
remunerations.
10. To formulate the basic management systems of the company.
Article 113 The board of directors shall have a chairman and
one or two vice-chairmen. The chairman and vice-chairmen shall be
elected by majority vote of directors.
Article 114 The chairman of the board shall be exercise
the
following powers;
1. To preside over the meeting of shareholders and convene
and preside over the meetings of the board of directors;
2. To examine the implementation of the resolutions adopted by
the
board of directors;
3. To sign on shares and bonds issued by the company.
Vice-chairmen of the board shall assist the chairman of the
board in his(her) work. If the chairman of the board is
unable to perform his(her) duties, he(she) shall designate a
vice-chairman to act in his(her) behalf.
Article 115 The term of office for the chairman of the board
of
directors shall be provided for in the articles of
association, but each term of office shall not exceed three
years. The chairman of the board of directors may serve
another term of office upon reelection after expiration of the
former term.
The shareholders meeting may not without reason remove a
director from office before the term of office of the director expires.
Article 116 The meeting of the board of directors shall be held
at
least twice a year. All the directors shall be notified of
the meeting 10 days before the meeting.
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