(1) Six of the seven directors of the board of directors of Company A attended the meeting. Among them, Director Xie was unable to attend the meeting due to illness, and entrusted Director Li to attend the meeting and exercise the voting rights on his behalf by telephone.
(2) There is business competition between Company A and Company B, but Hu, the general manager of Company A, engaged in business activities for Company B without authorization in the second half of 2003, which damaged the interests of Company A, so the board of directors made the following decisions: dismissing Hu, the general manager of Company A; Hu's income from the business activities of Company B should be returned to Company A. ..
(3) In order to improve the company's management system, the board meeting passed a resolution to amend the company's articles of association and decided to implement it from the date of adoption.
Requirements:
According to the above situation and the relevant provisions of the Company Law, answer the following questions:
(1) Is it legal for Director Xie to entrust Director Li to attend board meetings and exercise voting rights on his behalf by telephone? Briefly explain why.
(2) Does the decision of the board of directors to dismiss the general manager of Company A comply with the law? Briefly explain why.
(3) Is it legal for the board of directors to decide to turn over the income from Hu Wei's business activities in Company B to Company A? Briefly explain why.
(4) Is the resolution of the Board of Directors to amend the Articles of Association in compliance with the law? Briefly explain why.
Answer: (1) does not comply with the law. According to the regulations, when a director of a joint stock limited company is unable to attend the board meeting for some reason, he may entrust other directors to attend the meeting in writing, but the scope of authorization shall be specified in the written power of attorney. In this topic, it is illegal for Director Xie to entrust Director Li to attend the meeting by telephone to exercise his voting rights.
(2) Abide by the law. According to the regulations, it is the power of the board of directors to dismiss the company manager.
(3) Abide by the law. According to the regulations, without the consent of the shareholders' meeting or the shareholders' general meeting, directors and senior management personnel shall not take advantage of their positions to seek business opportunities belonging to the company for themselves or others, or run the same business as the company they work for, otherwise the income will be owned by the company.
(4) Not in compliance with the law. According to the regulations, the revision of the articles of association of a joint stock limited company shall be decided by the shareholders' meeting.