(ii) monitoring the acts of the directors or the general manager to guard against violation of national statutes, administrative regulations or the articles of association in the course of performance of their duties; (3)当董事和经理的行为损害公司的利益时,要求董事和经理予以纠正。 (iii) requiring the directors or the general manager to make rectification when any act thereof causes harm to company interests; (四)提议召开临时股东会; (iv) proposing for interim meetings of shareholders' committee; (五)公司章程规定的其他职权。 (v) other authorities prescribed by the articles of association. 监事列席董事会会议。 The supervisors shall be present at board meetings. 第五十五条:公司研究决定有关职工工资、福利、安全生产以及劳动保护、劳动保险等涉及职工切身利益的问题,应当事先听取公司工会和职工的意见,并邀请工会或者职工代表列席有关会议。 Article 55 When a company considers and decides upon matters which affect the personal interests of its workers, such as their wages, benefits, production safety and labor protection, or labor insurance, it shall first hear the opinions of the labor union and the workers of the company, and invite representatives of the labor union or the workers to be present at related meetings. 第五十六条:公司研究决定生产经营的重大问题、制定重要的规章制度时,应当听取公司工会和职工的意见和建议。 Article 56 When a company considers and decides upon major matters relating to its production and operation, or formulates important rules and standards, it shall hear the opinions and suggestions of the labor union and the workers. 第五十七条:有下列情形之一的,不得担任公司的董事、监事、经理: Article 57 A person in any of the following categories may not serve as a director, supervisor, or the general manager of a company: (一)无民事行为能力或者限制民事行为能力; (i) without civil capacity or with limited civil capacity; (二)因犯有贪污、贿赂、侵占财产、挪用财产罪或者破坏社会经济秩序罪,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; (ii) having been sentenced to prison for the following crimes, and completion of the sentence being less than 5 years ago: embezzlement, bribery, conversion of property, misappropriation of property, sabotage of social economic order; or having been deprived of political rights as a result of a criminal conviction, and completion of such sanction being less than 5 years ago; (三)担任因经营不善破产清算的公司、企业的董事或者厂长、经理,并对该公司、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; (3) having served as a director, the factory chief, or the general manager of a company or enterprise which underwent bankruptcy liquidation as a result of mismanagement, and being personally responsible for such bankruptcy, and completion of the bankruptcy liquidation being less than 3 years ago; (四)担任因违法被吊销营业执照的公司、企业的法定代表人,并负有个人责任的,自该公司、企业被吊销营业执照之日起未逾三年; (4) having served as the legal representative of a company or enterprise whose business license was revoked due to its violation of law, and being personally responsible for such revocation, and such revocation occurring less than 3 years ago; (五)个人所负数额较大的债务到期未清偿。 (5) in default of personal debt of a significant amount. 公司违反前款规定选举、委派董事、监事或者聘任经理的,该选举、委派或者聘任无效。 If the company elects or appoints a director or supervisor or employs the general manager in violation of the above Paragraph, such election, appointment or employment is invalid. 第五十八条:国家公务员不得兼任公司的董事、监事、经理。 Article 58 No public servant may concurrently serve as a director, supervisor or the general manager of a company. 第五十九条:董事、监事、经理应当遵守公司章程,忠实履行职务,维护公司利益,不得利用在公司的地位和职权为自己谋取私利。 (责任编辑:admin) |