(5) to arrange for information disclosure and other affairs.
Article 209 A director or other senior administrative officer of the Company may hold the office of board secretary concurrently. However, president, chief financial officer and the accountant(s) of the certified public accountant firm appointed by the Company shall not act as board secretary.
Provided that where the office of board secretary is held concurrently by a director and an act is required to be done by a director and a board secretary separately, the person who holds the office of director and board secretary may not perform the act in dual capacity.
CHAPTER 13 PRESIDENT OF THE COMPANY
Article 210 The Company shall have one president, who shall be appointed and dismissed by the Board of Directors. The term of office of the president is three years, which is the same as the Board of Directors, renewable upon re-election. The Company shall have a certain number of vice presidents who will assist the president in his work. The Board of Directors may decide that a member of the Board of Directors will concurrently act as the president.
Article 211 The president shall be accountable to the Board of Directors and exercise the following functions and powers:
(1) To be in charge of the Company’s production, operation and management and to organise the implementation of the resolutions of the Board of Directors;
(2) To organise the implementation of the Company’s annual business plan and investment plan;
(3) To draft plans for the establishment of the Company’s internal management structure;
(4) To establish the Company’s basic management system;
(5) To formulate basic rules and regulations for the Company;
(6) To propose the appointment or dismissal of the Company’s vice president(s) and financial controller;
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(7) To appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board of Directors;
(8) Other powers conferred by Articles of Association and the Board of
Directors.
Article 212 The president may be present at meetings of the Board of Directors. The president has no voting rights at the board meetings unless he is also a director.
Article 213 The president and vice presidents, in exercising their functions and powers, shall act honestly and diligently in accordance with laws, administrative regulations, Articles of Association and the requirements of the rules of working procedures of the Company’s president. The president and vice presidents shall not, in exercising their functions and powers, vary the resolutions of shareholders’ general meetings and Board meetings or exceed the scope of their authorities. In the event that president and vice presidents violate any laws, regulations and Articles of Association resulting in losses to the Company, the Board of Directors shall pursue their legal liabilities.
Article 214 The president shall prepare the rules of working procedures for approval by the Board before implementation. The working procedures of president contain the following:
(1) Requirements for the convening of, procedures for, and persons attending to the president meeting;
(2) Respective duties and responsibilities and division of work of president and other senior administrative officers;
(3) Scope of power of using the funds and assets of the Company and entering into material contracts, and the system of reporting to the Board and the supervisory committee;
(4) Other matters deemed necessary by the Board.
Article 215 The president may resign before expiration of his term of office. The specific procedures and measures are subject to the related articles of the service contract between the president and the Company.
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本文链接地址：Articles of Association of China Southern Airlines Company L(42)
