Article 184 Directors shall be elected and replaced at the shareholders’ general meeting, with a term of office of three years. Directors (Including alternate directors) shall have a term commencing on the date of the resolutions of the shareholders’ general meeting and expiring upon conclusion of the tenure of the existing Board of Directors. Upon expiry of his term, a director shall be eligible for re-election.
The term of a director shall commence on the date of entering on the office, and shall end on the date the term of the Board of Directors expires. Where no new appointment is made upon expiry of the term of a director, the original director shall, prior to the new director entering on the office, continue to perform his duties as a director in accordance with the provisions of laws, administrative regulations and Articles of Association.
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President or other senior administrative officers shall serve the office of director concurrently. However, the total number of directors serving the office of president or other senior administrative officers concurrently and labour union representative holding the office of director shall not exceed half of the total number of directors of the Company.
Article 185 Directors shall be abided by laws, administrative rules and Articles of Association, and owe to the Company the following faithful obligations:
(1) Not to abuse their authority of office to obtain bribes or other illegal income and not to misappropriate the property of the Company;
(2) Not to misappropriate the capital of the Company;
(3) Not to deposit assets or capital of the Company in any accounts which are opened in their own name or in the names of other persons;
(4) Not to act in violation of Articles of Association and lend the Company’s capital to others or provide guarantee to others by charging the Company’s assets before obtaining consent at the shareholders’ general meetings or at board meetings;
(5) Not to enter into contracts or transactions with the Company in violation of Articles of Association or before obtaining consent in the shareholders’ general meeting;
(6) Not to use their position to obtain for themselves or others business opportunities which originally belonged to the Company, or to run themselves or others business which is in the Company’s business line, before obtaining consent at the shareholders’ general meeting;
(7) Not to gain for themselves commissions in transactions of the
Company;
(8) Not to disclose the secrets of the Company without consent;
(9) Not to use their connections to hurt the interests of the Company;
(10) To be bound by other obligations stipulated by laws, administrative regulations, departmental rules and Articles of Association.
Income which is obtained by any directors in violation of this Article shall be retained for the benefit of the Company. Any directors who act in violation of this Rule shall be liable for compensation for any losses caused to the Company.
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Article 186 The directors shall be abided by laws, administrative rules and Articles of Association, and owe to the Company the following diligence obligations:
(1) They shall exercise the rights granted by the Company with care and diligence to ensure that the Company’s commercial activities are in compliance with laws, administrative rules and the requirements of all economic policies of the country and that its commercial activities have not gone beyond the scope stipulated in the business license;
(2) They shall treat all shareholders equally;
(3) They shall have a good knowledge of the Company’s business operation;
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本文链接地址：Articles of Association of China Southern Airlines Company L(35)
