2. Employee directors: Paragraph 2 of Article 45 of the Company Law stipulates that employees' representatives shall be included in the board of directors of a limited liability company established by two or more state-owned enterprises or other two or more state-owned investors; Other limited liability companies may have staff representatives among their board members. Article 109 A joint stock limited company shall set up a board of directors with five to nineteen members. Members of the board of directors may include company employee representatives. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
Three. Legal basis for a director to hold a part-time job: Articles 5 1 and17 of the Company Law stipulate that "directors and senior management personnel shall not concurrently serve as supervisors." Article 68 of the Company Law stipulates: "With the consent of the state-owned assets supervision and administration institution, members of the board of directors may concurrently serve as managers." Article 1 14 of the Company Law stipulates: "The board of directors of a company may decide that members of the board of directors shall also serve as managers." "Guidelines for Standardized Operation of Listed Companies on the Main Board of Shenzhen Stock Exchange" 3.2.4 The total number of directors on the board of directors of a listed company who are also senior managers of the company and are held by employee representatives shall not exceed half of the total number of directors of the company. Unlisted companies are not bound by this provision, and there is no proportional requirement.
Four. Legal basis for the requirements for the appointment of directors: Article 146 of the Company Law stipulates that a director, supervisor or senior manager of a company shall not be appointed under any of the following circumstances:
(1) No or limited capacity for civil conduct;
(2) Being sentenced to punishment for corruption, bribery, embezzlement of property, misappropriation of property or disrupting the order of the socialist market economy, and the execution period is less than five years, or being deprived of political rights for committing a crime, and the execution period is less than five years;
(3) If the directors, factory directors and managers of a company or enterprise that has been in bankruptcy liquidation 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 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 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;
(five) a large amount of debt owed by an individual has not been paid off due. If the company elects, appoints directors, supervisors or employs senior management personnel in violation of the provisions of the preceding paragraph, the election, appointment or appointment shall be invalid. If any of the directors, supervisors or senior managers has the above-mentioned circumstances during their tenure, the company shall remove them from their posts. The Measures for the Administration of Initial Public Offering and Listing and the Measures for the Administration of Initial Public Offering and Listing on the Growth Enterprise Market stipulate that the directors, supervisors and senior managers of the company meet the qualifications prescribed by laws, administrative regulations and rules, and shall not have the following circumstances:
(1) The measures taken by the China Securities Regulatory Commission to ban the securities market are still in the ban period;
(2) Being punished by the China Securities Regulatory Commission in the last three years, or being publicly condemned by the stock exchange in the last year;
(3) Being investigated by judicial organs for suspected crimes or being investigated by China Securities Regulatory Commission for suspected violations of laws and regulations, and no clear conclusion has been reached. In accordance with the relevant provisions of the Guidelines for the Standardized Operation of Directors, Supervisors and Senior Managers of Listed Companies, directors, supervisors and senior managers shall not have any of the following circumstances except to abide by the above Company Law and the relevant provisions of the China Securities Regulatory Commission:
(1) informed criticism who has been publicly condemned by the stock exchange in the last three years or more;
(2) Being publicly recognized by the stock exchange as unfit to be a director, supervisor or senior manager of a listed company;
(3) There is no guarantee that there is enough time and energy to devote to the company's affairs during the term of office, and the duties that directors, supervisors and senior management personnel should perform can be effectively performed. If the directors, supervisors and senior managers to be employed by the company have worked in a listed company, it is necessary to pay special attention to whether there are any situations listed in Articles 2 and 3 above. According to the relevant provisions of "Guidelines for the Application of Basic Standards to the Listing Conditions of Shares in the National Small and Medium-sized Enterprises Share Transfer System (Trial)", the current directors, supervisors and senior managers should have and abide by the qualifications and obligations stipulated in the Company Law, and have not been subject to administrative punishment by the China Securities Regulatory Commission or banned from the securities market in the last 24 months. The relevant provisions of the Measures for the Implementation of Self-regulatory Measures and Disciplinary Actions of the National Small and Medium-sized Enterprise Share Transfer System (Trial) The directors, supervisors and senior managers of the New Third Board listed company shall not be deemed by the share transfer company as inappropriate to take disciplinary actions against the directors, supervisors and senior managers of the company. There are relevant laws in China that require employee directors to speak on behalf of employees' interests at the board meeting. As employee directors on the board of directors, as long as they are elected in accordance with the company's democratic procedures and the relevant provisions of the Company Law on directors, senior managers of the company can also serve as employee directors.