公司法Unit+6+Corporate+Stucture+(board+of+directors).pptVIP

Unit 6. Corporate Structure: Board of Directors 1. Directors 2. Fiduciary Duty of Directors in common law system 3. Fiduciary Duty of Directors in China 4. Rights of Directors 5. The board of directors 6. Special committee comprised by independent or outside directors 1. Directors 1.1 classification inside director v. outside director 内部/外部董事 executive director v. non-executive director 执行/非执行董事 independent director v. non-independent director 独立/非独立董事 1.2 number of directors Limited Liability corporation: 3-13 有限责任公司 Joint stock limited corporation: 5-19 股份有限公司 1.3 tenure of directors 董事任期 P.R.C company law: each term of office shall not exceed 3 years, but can be elected consecutively 1.4 the restrictions on the qualification of directors P.R. China Anyone who is under any of the following circumstances shall not take the post of a director of a company: ? (1) Being without or with limited capacity of civil conduct;无民事行为能力或者限制民事行为能力； ? (2) He has been sentenced to any criminal penalty due to an offence of corruption, bribery, encroachment of property, misappropriation of property or disrupting the economic order of the socialist market economy and 5 years have not passed since the completion date of the execution of the penalty; or he has ever been deprived of his political rights due to any crime and 3 years have not passed since the completion date of the execution of the penalty; 因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序，被判处刑罚，执行期满未逾五年，或者因犯罪被剥夺政治权利，执行期满未逾五年； ? (3) Where he was a former director, factory director or manager of a company or enterprise which was bankrupt and liquidated, and was personally liable for the bankruptcy of such company or enterprise, three years have not passed since the date of completion of the bankruptcy and liquidation of the company or enterprise; 担任破产清算的公司、企业的董事或者厂长、经理，对该公司、企业的破产负有个人责任的，自该公司、企业破产清算完结之日起未逾三年； ? (4) Where he was the legal representative of a comp