Article 45 The board of directors established by a limited liability company
shall comprise 3 up to 13 members, unless it is otherwise provided for in
Article 51 of this Law. If a limited liability company established by 2 or more
state-funded enterprises or other state-funded investors, the board of directors
shall comprise the representatives of employees of this company. The board of
directors of any other limited liability company may also comprise the
representatives of employees of the company concerned. The employees'
representatives who are to serve as the board of directors shall be
democratically elected by the employees of the company through the general
meeting of the representatives of employees, employees' meeting of the company
or in any other way. The board of directors shall have one board chairman and
may have one or more deputy chairman. The appointment of the chairman and deputy
chairman shall be prescribed in the articles of association.
Article 46 The terms of office of the directors shall be provided for in the
articles of association, but each term of office shall not exceed 3 years. The
directors may, after the expiry of their term of office, hold a consecutive term
upon re-election. If no reelection is timely carried out after the expiry of the
term of office of the directors, or if the number of the members of the board of
directors is less than the quorum due to the resignation of some directors from
the board of directors prior to the expiry of their term of office, the original
directors shall, before the newly elected directors assume their posts, exercise
the authorities of the directors according to laws, administrative regulations
as well as the articles of association.
Article 47 The board of directors shall be responsible for the shareholders'
meeting and exercise the following authorities:
(1) convening
shareholders' meetings and reporting the status on work thereto;
(2)
carrying out the resolutions made at the shareholders' meetings;
(3)
determining the operation plans and investment plans;
(4) working out
the company's annual financial budget plans and final account
plans;
(5) working out the company's profit distribution plans and loss
recovery plans;
(6) working out the company's plans on the increase or
decrease of registered capital, as well as on the issuance of corporate
bonds;
(7) working out the company's plans on merger, split-up, change
of the company form, dissolution, and etc.;
(8) making decisions on the
establishment of the company's internal management departments;
(9)
making decisions on hiring or dismissing the company's manager and his
remuneration, and, according to the nomination of the manager, deciding on the
hiring or dismissing of vice manager(s) and the person in charge of finance as
well as their remuneration;
(10) working out the company's basic
management system; and
(11) other functions as prescribed in the
articles of association.
Article 48 The meeting of the board of directors shall be convened and
presided over by the chairman of the board of directors. If the chairman of the
board of directors is unable or does not perform his duties, the meeting may be
convened or presided over by the deputy chairman of the board of directors. If
the deputy chairman of the board of directors is unable or does not perform his
duties, the meeting may be convened or presided over by a director jointly
recommended by half or more of the directors.
Article 49 The discussion methods and voting procedures of the board of
directors shall be prescribed by the articles of association, unless it is
otherwise provided for by this Law. The board of directors shall make records of
the decisions on the matters discussed at the meetings thereof. The shareholders
who attend the meeting shall affix their signatures to the records.
In the
voting on a resolution of the board of directors, one person shall have one
vote.
Article 50 A limited liability company may have a
manager who shall be hired or dismissed upon the decision of the board of
directors. The manager shall be responsible for the board of directors and shall
exercise the following authorities:
(1) taking
charge of the management of the production and business operations of the
company, and organizing to implement the resolutions of the board of
directors;
(2) organizing the execution of the
company's annual operational plans and investment plans;
(3) drafting plans on the establishment of the
company's internal management departments;
(4)
drafting the company's basic management system;
(5) formulating the company's concrete bylaws;
(6) proposing to hire or dismiss the company's vice
manager(s) and person(s) in charge of finance;
(7)
deciding on the hiring or dismissing of the persons-in-charge other than those
who shall be decided by the board of directors; and
(8) other authorities conferred by the board of
directors.
If the articles of association prescribe otherwise the
authorities of managers, the provisions in the articles of association shall be
followed. The manager attends the meetings of the board of directors as a
non-voting delegate.
Article 51 As for a limited liability company with
relatively less shareholders or a relatively small limited liability company, it
may have an acting director and no board of directors. The acting director may
concurrently hold the post of the company's manger.
The
authorities of the acting director shall be prescribed in the articles of
association.
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