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从从从从从从 公 2 公 从从从从从从从

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从从从从从从 公 2 公 从从从从从从从: ” 公公公公公公公 从从从 公公公 ”从 香香香香 : 从从从从从从从从从 : i. 从从从从从从从从, 香香 ii. 从从从从从从从从从从从从从从从从“从从”从从从从从从从从从 从从从从从从从从从从从从 从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从 从从 从从从从从从从从从从从从从 从从从从从 Section 2 of the Companies Ordinance defines a director as “a person performing the function of a director, by whatever name he is called.” So whether he is registered at the Companies Registry as a director is not the decisive factor. Dr. Alex Lau suggests that performing the function of a director is taken to mean: i. whether he can attend board meetings, AND ii. whether he can vote at those meetings. Therefore, the duties of any types of directors are the same during board meetings . If both an ED and an NED made the same mistake at a board meeting (eg. to take over another company but without 5
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checking all the relevant issues in advance, and the company suffers substantial losses), then both the ED and NED are each liable to cover HALF of the company’s DIRECT losses resulting from this mistake. Their salaries do not affect their extent of liabilities. 从从从从从从从从从从从从从从 A 从从从 111 从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从 ( 从从 < 从从从从 > 38 从从从从从从从从 从从从从从从从从从从从从从从 ) 从从从从从从从从从从从从从从从从从从从从从从 A 从, 从从从 从从从从从从从从从从从从从 HK Companies Ordinance does not contain a legal representative as in PRC companies. The latter enjoys full capacity to represent his company (Art 38, General Principles of Civil Law). A HK company representative must first be authorised by the board of directors. A company which adopts Table A may appoint the managing director as its representative. However, Article 111 of Table A only provides that the MD’s authority is decided by the board of directors which appoints him. Therefore, the MD under Table A may or may not enjoy full authority to represent his company. It is wrong to conclude that the MD under Table A is always the same as a legal representative in a PRC company. b. 香香香香香香香香香香香香香香香香香香香香 Comparison of INEDs amongst listed companies in different countries: 从从 USA从 2/3, 从从 UK从 1/2, 从从 Japan从 公公公公公 almost none, 从从 < 从从从从 > 从从 HK Listing Rules从从从 从 at least 3 .从从从从从从从从从从从从 1% He must hold no more than 1% of issued shares in his company. 从从 从从从从 公公公公 从从 公公公公, 公公公公公公, 公公公公, 公公
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