(4) They are required to sign the written confirmation of the Company’s regular report. They shall ensure the information disclosed by the Company is true, accurate and complete;
(5) They shall inform the supervisory committee of the truth and are not allowed to obstruct the supervisory committee or supervisors from exercising their powers;
(6) They are bound by other diligence obligations stipulated by laws, administrative regulations, departmental rules and Articles of Association.
Article 187 Directors shall be elected by the shareholders’ general meeting from the Board of Directors or candidates nominated by shareholders representing 5% (including the 5%) or more of the issued shares. At least seven days’ notice of nomination of a candidate for election as a director and particulars of such candidate shall be given to the Company, and such seven days period shall start no sooner than the first day after the date of giving the notice and end no later than seven days prior to the date of such shareholders’ general meeting.
The candidates for election as directors shall give at least seven days’ prior written confirmation to the Company, and such seven days period shall start no sooner than the day after the date of giving the notice and end no later than seven days prior to the date of such shareholders’ general meeting. The written confirmation shall indicate the willingness of the candidate to be nominated, and confirm that information of the candidate publicly disclosed are true and complete, that the candidate will faithfully discharge his duties as a director if he is elected.
Where shareholders severally or jointly holding 5% or more of the voting rights or the supervisory committee of the Company propose any special
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resolutions for election of non-independent directors at the Company’s annual general meeting, written notice of the intention to propose a candidate for election as a director, notice by such candidate of his willingness to be elected and details and confirmation of the candidate shall be given to the Company not more than seven days prior to the date of the meeting appointed for such election. The seven days period shall start no sooner than the first day after the date of giving the notice and end no later than seven days prior to the date of such shareholders’ general meeting.
The chairman and the vice-chairman shall be elected and removed by more than one half of all the members of the Board of Directors. The term of office of each of the chairman and the vice-chairman is three years, renewable upon re-election.
The shareholders’ general meeting may by ordinary resolution remove any director before the expiration of his term of office (but without prejudice to such director ’s right to claim damages based on any contract) on the condition that all the relevant laws and administrative regulations are fully complied with.
A director is not required to hold shares of the Company.
Article 188 The election of directors shall be based on a cumulative voting system. During the election, each share held by shareholders attending the general meeting shall have the same voting rights as the number of director’s candidates. Each shareholder may cast all his votes to a single candidate or spread his votes among different candidates, provided that the cumulative votes cast shall not exceed the total number of votes held by that shareholder. The directors shall be elected according to the number of votes cast for them. The number of votes obtained by the director’s candidates shall exceed half of the voting rights represented by the persons attending the shareholders’ general meeting.
Article 189 A director who fails to attend in person and does not entrust other directors to attend two consecutive board meetings shall be deemed as unable to perform his duties. The Board of Directors shall propose to the shareholders’ general meeting to remove such director.
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本文链接地址：Articles of Association of China Southern Airlines Company L(36)
