A case on Chinese Company Law:

Faye

Board of directors

&

Supervisory board

Board of directors Introduction

• A board of directors is a body of elected or appointed members who jointly oversee the activities of a company. It is the company's decision-making body , which is in charge of affairs of company and represent the company

• Article 45~51

• Article 109~117

Case introduction

A

B E F

C D

Question

• The meeting of the board of directors is held one day, while only B and C were present, could the meeting be held or not?

Answer

• No, the meeting could not be held.

• See article 112

Article 112

No meeting of the board of directors may be held, unless more than half of the directors are present…

Question

• If B、 C and D attended the meeting of the board of directors, and D made a proposal which was adopted only by C, could the board of directors make a resolution to adopt the proposal?

Answer

• No, the meeting could not make such a resolution.

• See article 112

Article 112

…When the board of directors makes a resolution, it shall be adopted by more than half of all the directors.

Question

• If B had personal trouble to deal with on the day when the meeting would be held, could B ask his friend G for help to attend the meeting on his behalf?

Answer

• No, he could not.

• See article 113

Article 113

… Where any director is unable to attend the meeting for a certain reason, he may, by issuing a written power of attorney, entrust another director to attend the meeting on his behalf, and the scope of authorization shall be stated in the power of attorney.

Supervisory board Introduction

• A group of individuals chosen and hired to supervise the executive directors. It is a body that supervise the business activities and accounting affairs of a company.

• Article 52~57

• Article 118~120

Supervisory board Introduction

• Article 52&118

• The board of supervisors shall include representatives of shareholders and representatives of the employees of the company at an appropriate ratio which shall be specifically stimulated in the articles of association.

Question

• A is the CFO of a joint stock limited company, could he be a supervisor concurrently?

Answer

• No, he could not.

• See article 118

Article 118

… No director or senior manager may concurrently act as a supervisor…

That’s all for this time

Thanks~~