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Q:
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What are the ways of board resolution?
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A:
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Ordinary resolution: more than half of the directors should be present, and more than half of the present directors should agree; special resolution: more than two-thirds of the directors should be present, and more than half of the present directors should agree.
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Q:
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Can the "chairman" and "records" of the directors’ or shareholders' meeting minutes be the same person?
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A:
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According to Article 208 of the Company Act, the board chairman should be the chairman of shareholder’s meeting, directors’ meeting and meeting of the managing director of the board internally. The chairman of the shareholder’ and director’s meeting shall be the board chairman. The Company Act does not stipulate if the record of shareholders’ and director’s meeting should be the same person.
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Q:
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Is it possible to terminate the directors’ competition in business?
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A:
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When a director participates in area related to the company’s business, he should indicate the main content of the participation to the shareholders’ meeting “individually” “in advance” and obtain permission (Notice No.8621697 release on 20 August, 1986).
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Q:
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Can a director participate in competing business?
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A:
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If there are conflicts between the interests of the directors and the interests of the company, which will cause the directors to fail to perform their duties faithfully, or if the directors operate similar businesses, which may harm the interests of the company, however, the directors indicate the main content of the participation to the shareholders’ meeting, this may be permitted. (Company Act Article 209)
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Q:
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How should the number of directors present on the directors’ meeting be calculated?
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A:
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For board resolutions, the Company Law requires that "more than half of the directors are present and more than half of the directors present agree", and in the case of a special resolution, "more than two-thirds of the directors are present and more than half of the present directors agree."
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FAQ
