Article 239 Each of the Company’s directors, supervisors, president and other senior administrative officers owes a duty, in the exercise of his powers and discharge of his obligations, to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
The Company’s directors (including those intending to act as independent directors) shall take an active part in training in order to understand the rights, obligations and responsibilities as directors, learn about relevant laws and regulations and master relevant knowledge required of a director.
Article 240 Each of the Company’s directors, supervisors and any other senior administrative officers shall exercise his powers or perform his duties in accordance with the principle of fiduciary; and shall not put himself in a position where his duty and his interest may conflict. This principle applies to include but not limited to discharging the following obligations:
(1) To act honestly in the best interests of the Company;
(2) To exercise powers within the scope of his powers and not to exceed those powers;
(3) To exercise the discretion vested in him personally and not to allow himself to act under the control of another and, unless and to the extent permitted by laws, administrative regulations or with the informed consent of shareholders given in shareholders’ general meeting, not to delegate the exercise of his discretion;
(4) To treat shareholders of the same class equally and to treat shareholders of different classes fairly;
(5) Except in accordance with Articles of Association or with the informed consent of shareholders given in shareholders’ general meeting, not to enter into any contract, transaction or agreement with the Company;
(6) Without the informed consent of shareholders given in shareholders’ general meeting, not to use the Company’s property for his own benefit;
(7) Not to exploit his position to accept bribes or other illegal income or expropriate the Company’s property by any means, including but not limited to opportunities advantageous to the Company;
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(8) Without the informed consent of shareholders given in shareholders’ general meeting, not to accept commissions in connection with the Company’s transactions;
(9) To abide by Articles of Association, perform his official duties faithfully and protect the Company’s interests, and not to exploit his position and power in the Company to advance his own private interests;
(10) Not to compete with the Company in any way unless with the informed consent of shareholders given in shareholders’ general meeting;
(11) Not to misappropriate the Company’s funds or lend such funds to others, not to open accounts in his own name or other names for the deposit of the Company’s assets and not to provide a guarantee for debts of a shareholder of the Company or other individual(s) with the Company’s assets;
(12) Unless otherwise permitted by informed shareholders in shareholders’ general meeting, to keep in confidence information acquired by him in the course of and during his tenure and not to use the information other than in furtherance of the interests of the Company, save that disclosure of such information to the court or other governmental authorities is permitted if:
1. disclosure is made under compulsion of law;
2. the interests of the public require disclosure;
3. the interest of the relevant director, supervisor, president or other senior administrative officers require disclosure.
Article 241 Each director, supervisor, president and any other senior administrative officer of the Company shall not cause the following persons or institutions (“associates”) to do what he is prohibited from doing:
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本文链接地址：Articles of Association of China Southern Airlines Company L(46)
