Article 216 The Board of the Company appoints other senior administrative officers based on the nomination of the president.
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Article 217 Article 182 of Article of Association in relation to the eligibility of the directors also applies to other senior administrative officers; article 184 in relation to the fiduciary obligations of directors and clauses (4) to (6) of Article 185 concerning the diligence obligations also apply to the senior administrative officers of the Company.
Article 218 For loss borne by the Company due to the breach of laws, administrative regulations, departmental rules and Articles of Association by the senior administrative staff in the course of performing their duties, the responsible person shall bear the liabilities.
CHAPTER 14 SUPERVISORY COMMITTEE
Article 219 The Company shall have a supervisory committee. The supervisory committee shall be composed of five supervisors, one of which shall be the chairman. The chairman of the supervisory committee is subject to election or removal with the consent of two thirds or more of the members of the supervisory committee. The chairman of the supervisory committee shall convene and preside over meetings of the supervisory committee. When the chairman of supervisory committee is unable or fails to perform this duties, a supervisor shall be elected by half or more of the supervisors to convene and preside over meetings of the supervisory committee.
Article 220 The supervisory committee shall comprise of representatives of shareholders and the Company’s staff and workers. Two of them shall be representatives of the staff and workers. Supervisors representing shareholders shall be elected by the shareholders’ general meeting from the supervisory committee or from the candidates nominated by shareholders representing over 5% (including 5%) of shares of the Company. Notice of nomination of candidates and the candidates’ written agreement to accept the nomination shall be sent to the Company seven days before the shareholders’ general meeting.
Except for supervisors for the first supervisory committee and supervisors represented by representatives of staff and workers, supervisors must be elected by shareholders (including shareholders’ proxies) representing half or more of the voting rights of the shareholders present at the shareholders’ general meeting.
Subject to the provision of the relevant laws and administrative regulations, the shareholders’ general meeting may by ordinary resolution remove any supervisor represented by a representative of shareholders before the expiration of his term of office (but without prejudice to such supervisor ’s right to claim damages based on any contract), provided that the shareholders’ general meeting may not remove the supervisor without just cause. Supervisors represented by representatives of staff and workers shall be elected and removed by the staff and workers of the Company democratically.
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Article 221 Meetings of the supervisory committee shall be held at least once every six months every year, and shall be convened by the chairman of the supervisory committee. Notice of meeting shall be sent to each supervisor in writing ten days before the meeting. The notice shall include the date, venue, duration, reasons and topics of the meeting and the date on which the notice is sent. If for any reason the meeting of the supervisory committee cannot be convened as scheduled, an announcement shall be made to explain the reasons.
A special meeting shall be convened by the supervisory committee when:
(1) it is proposed by supervisors;
(2) a resolution in violation of the laws, the regulations, the statutes, the provisions and requirements of the supervisory department, the Memorandum and Article of Association, the resolution of shareholders’ meeting and other relevant requirements is passed in the general meeting or in board meeting; 中国航空网 www.aero.cn 航空翻译 www.aviation.cn 本文链接地址：Articles of Association of China Southern Airlines Company L(43)
