The restriction on the age of directors is also to ensure that directors have the basic ability to run a company. The age limit of directors in British law is 70 years old, which can be broken due to special circumstances. For example, GE's director qualification clause stipulates that the age of a director candidate shall not exceed 73.
China's Company Law does not directly stipulate the age of directors, but because it restricts "persons without civil capacity or persons with limited civil capacity" to serve as company directors, directors are actually required to be at least 18 years old.
(3) Special provisions of China.
China's "Company Law" does not clearly stipulate the positive qualifications of directors, but the regulatory authorities of some special industries have defined the positive qualifications of directors of these special companies through departmental regulations or normative documents. For example:
Article 8 of the Measures for the Supervision of the Qualifications of Directors, Supervisors and Senior Managers of Securities Companies stipulates that "to obtain the qualifications of directors, supervisors and senior managers of securities companies, the following basic conditions shall be met:
(a) integrity, good conduct;
(two) familiar with securities laws, administrative regulations, rules and other normative documents, and have the necessary management ability to perform their duties. "
This regulation is a restriction on the moral conditions and professional level of directors of securities companies. From the point of view of regulation, this provision is too general, especially the constraint of "honesty and integrity" is difficult to be concrete, so it lacks maneuverability. Article 9 of the Measures for the Supervision of the Qualifications of Directors, Supervisors and Senior Managers of Securities Companies is more operable than Article 8. Article 9 stipulates that "to obtain the qualifications of directors and supervisors, in addition to the basic conditions stipulated in Article 8 of these Measures, the following conditions shall also be met:
(a) engaged in securities, finance, law, accounting work for more than 3 years or economic work for more than 5 years;
(2) Having a college degree or above. "
This article directly limits the working years and academic qualifications of directors candidates, so as to ensure that the directors of securities companies have the basic ability to manage and operate the company. According to the provisions of this article, when examining and approving the qualifications of directors of securities companies, the CSRC can directly judge whether they are qualified according to relevant academic certificates, work certificates and other materials.
Second, the negative qualifications of directors.
Corresponding to the director's positive qualifications, the director's negative qualifications refer to the conditions and circumstances of not being a director, such as the conditions of conduct and part-time job. China's "Company Law" regulates the qualifications of directors by stipulating their negative qualifications.
According to China's Company Law, a person may not serve as a director, supervisor or senior manager of the company under any of the following circumstances:
1. Without or with limited capacity for civil conduct;
2. Being sentenced to punishment for corruption, bribery, embezzlement of property, misappropriation of property or disruption of the socialist market economic order, and the execution period is less than five years, or being deprived of political rights due to crimes, and the execution period is less than five years;
3. If the directors, factory directors and managers of the bankrupt company or enterprise are personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the date of completion of the bankruptcy liquidation of the company or enterprise;
4. Being the legal representative of a company or enterprise whose business license has been revoked due to violation of the law and ordered to close down, and having personal responsibility, it has not been more than three years since the date when the business license of the company or enterprise was revoked;
5. Personal debts with a large amount are not paid off due.
If the company elects, appoints directors, supervisors or hires senior management personnel in violation of the above provisions, the election, appointment or appointment shall be invalid. Shareholders shall appoint directors to the company, directors and supervisors shall be elected at the shareholders' meeting or general meeting, and senior management personnel shall be appointed by the board of directors of the company. If the Company fails to appoint, elect directors, supervisors or employ senior management personnel according to the above conditions, the appointment, election and appointment shall be invalid.