unit 3 董事会
3.1.1 法规条文
1. 合营企业设董事会，其人数组成由合营各方协商，在合同、章程中确定，并由合营各方委派和撤换。董事长和副董事长由合营各方协商确定或由董事会选举产生。中外合营者的一方担任董事长的，由他方担任副董事长。董事会根据平等互利的原则，决定合营企业的重大问题。 1. A joint venture shall set up a board of directors, the member and composition of which shall be specified in the contract and articles of association by the parties to the joint venture through consultation. The directors shall be appointed and replaced by the parties. Chairman or vice-chairman shall be determined by the parties to the joint venture through consultation or elected by the board of directors. Where the Chinese party or the foreign party assumes the office of chairman, the other party shall be the vice-chairman. The board of directors shall decide important matters concerning the joint venture on the principles of equality and mutual benefit.
2. 董事会的职权是按合营企业章程规定，讨论决定合营企业的一切重大问题：企业发展规划、生产经营活动方案、收支预算、利润分配、劳动工资计划、停业，以及总经理、副总经理、总工程师、总会计师、审计师的任命或聘请及其职权和待遇等。 2. As its functions and powers, the board of directors shall, in accordance with the provisions of the articles of association of the joint venture, discuss and decide all important matters concerning the joint venture, namely, the enterprise expansion plan, plans for production and business activities, budget for revenues and expenditures, profit distribution, plans concerning labor and wages and winding up, as well as the appointment or engagement of the general manager, deputy general manager, chief engineer, chief accountant, and auditors and their functions and powers, and salaries and benefits.
3. 董事会是合营企业的最高权力机构，决定合营企业的一切重大问题。 3. The board of directors shall be the highest authority of a joint venture. It shall decide all major matters concerning the joint venture.
4. 董事会成员不得少于3人。董事名额的分配由合营各方参照出资比例协商确定。 董事的任期为4年，经合营各方继续委派可以连任。 4. The board of the directors shall consist of no less than three members. The number of directors to be appointed by each party shall be determined through consultation by the parties to the joint venture with reference to the proportion of their respective capital contribution. The term of office for each director shall be four years. Such term shall be renewed when a director is re-appointed by the original appointing party to the joint venture.
5. 董事会会议每年至少召开一次，由董事长负责召集并主持。董事长不能召集会议时，由董事长委托副董事长或其他董事负责召集并主持董事会会议。经1/3以上董事提议，可以由董事长召开董事会临时会议。 董事会会议应当由2/3以上董事出席方能举行。董事不能出席的，可以出具委托书委托他人代表其出席和表决。 董事会会议一般应当在合营企业法定地址所在地举行。 5. The board meeting shall be convened at least once a year, which shall be called and presided over by the chairman of the board. If the chairman is unable to call the meeting, he shall appoint the vice-chairman or another director the power to call and preside over the meeting. The chairman may convene an interim meeting upon a proposal made by more than one third of the total number of directors. The board meeting shall be held only when over two-third of the directors are present. If a director is unable to attend the meeting, he may issue a power of attorney to appoint a proxy to represent him and vote on his behalf. The board meeting shall generally be held at the location of the joint venture’s legal address.
6. 下列事项由出席董事会会议的董事一致通过方可做出决议： （1）合营企业章程的修改； （2）合营企业的终止、解散； （3）合营企业注册资本的增加、减少； （4）合营企业的合并、分立。 其他事项，可以根据合营企业章程载明的议事规则做出决议。 6. Resolutions on the following matters shall be made only after they have been unanimously approved by the directors present at the board meeting: (1) amendment to the articles of association; (2) termination and dissolution of the joint venture; (3) increase in and reduction of the joint venture’s registered capital; and (4) merger or division of the joint venture. Resolutions on other matters may be made in accordance with the rules of procedure stated in the articles of association of the joint venture.
7. 董事长是合营企业的法定代表人。董事长不能履行职责时，应当授权副董事长或者其他董事代表合营企业。 7. The chairman of the board is the legal representative of the joint venture. When the chairman is unable to perform his duties, he shall authorize the vice-chairman or another director to represent the joint venture.
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