(2) The Company shall provide necessary working conditions to independent directors for the performance of their duties. The board secretary shall give independent directors the necessary assistance liaising with and coordinating the work of the independent directors, including (but not limited to) briefing them on the status of the Company and providing them with the relevant materials. The board secretary shall be responsible for handling the disclosure matters in connection with any independent opinions, proposal or written explanatory statements made or given by the independent directors which shall be disclosed.
(3) The Company and its relevant personnel shall actively cooperate with the independent directors when the latter perform their duties, and shall provide accurate information to the independent directors and shall not refuse to do so, or prevent the independent directors from access to information or withhold any information, or interfere with the independent directors when they are discharging their duties, or hide information from the independent directors.
(4) The expenses incurred as a result of the engagement by the independent directors of professional institutions because of the performance of their duties shall be borne by the Company.
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(5) The Company shall pay appropriate subsidies to the independent directors. The rate of such subsidies shall be proposed by the Board and approved by the shareholders’ general meeting, and shall also be disclosed in the Company’s annual report.
Apart from the above subsidies, independent directors shall not take any extra and undisclosed interests from the Company or from its major shareholders, interested parties and other persons.
Article 203 The Company may set up several special committees according to the resolutions of shareholders’ general meeting (including strategy, audit, nomination, remuneration and evaluation, and independent board committees). Members of special committees shall all be directors. In the audit committee, the remuneration committee and the evaluation committee, the independent directors shall form the majority and shall be responsible for convening the committee meetings. In the auditing committee at least one independent director shall be an accounting professional.
Article 204 The special committees may engage intermediaries for professional advice, and the expenses incurred shall be borne by the Company.
Article 205 The special committees are accountable to the Board of Directors, and the proposals made by each of the special committees shall be submitted to the Board of Directors for examination and decision.
Article 206 The chief powers and functions of each special committee shall be determined in accordance with the relevant regulations of the place where the Company is listed.
CHAPTER 12 SECRETARY TO THE BOARD OF DIRECTORS OF THE COMPANY
Article 207 The Company shall have a board secretary, who is a senior administrative officer of the Company.
Article 208 The board secretary of the Company shall be a natural person who has the requisite professional knowledge and experience, and shall be appointed by the Board of Directors. The primary responsibilities of the board secretary are:
(1) to prepare for shareholders’ general meetings and board meetings;
(2) to ensure that Company has maintain complete constitution documents and records;
(3) to ensure that the Company prepares and delivers in accordance with law those reports and documents required by competent authorities entitled thereto;
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(4) to ensure that the Company’s registers of shareholders are properly maintained, and that persons entitled to the Company’s records and documents are furnished with such records and documents without delay;
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本文链接地址：Articles of Association of China Southern Airlines Company L(41)
