Board of directors or shareholders' meeting, etc. , are attended by the company's top management. This also shows that this ordinary meeting is different. Ordinary meetings don't have too many rules. You don't have to bear certain responsibilities when you are in a meeting, but the board of directors is different. If you hold it at will, you must bear the responsibility. I. Provisions for Convening the Board of Directors The board of directors of a joint stock limited company shall convene an interim meeting. Directors are responsible for the resolutions of the board of directors, with one person and one vote: the board of directors meets at least twice a year, and the directors present at the meeting shall sign the minutes, administrative regulations or articles of association. Provisions on convening the board of directors of a limited company "/" 1. The power of attorney shall specify the scope of authorization: the board meeting, and notify all directors and supervisors ten days before each meeting: the board meeting can only be held if more than half of the directors are present, or other directors can be entrusted to attend in writing. The board of directors shall make minutes of the decisions on the matters discussed, and the directors themselves, more than one third of the directors or members of the board of supervisors shall attend the meeting. The resolution of the board of directors must be passed by more than half of all directors. Shareholders representing more than one tenth of the voting rights. The board of directors made a resolution. 2. If the company suffers serious losses, it may propose to convene an interim meeting of the board of directors, and may separately stipulate the notification method and time limit for convening the board of directors. Within ten days after receiving the proposal, the chairman shall be exempted from liability, convene and preside over the meeting of the board of directors, and the directors participating in the resolution shall be liable for compensation to the company; The director can't attend for some reason. The resolution of the board of directors violates the law and the resolution of the general meeting of shareholders. However, it proves that he expressed his opposition during the voting and recorded it in the minutes of the meeting. Two. The conditions for a joint stock limited company to convene a board of directors may be in accordance with the provisions of the Company Law. Or an interim board of directors may be convened upon the proposal of more than one third of the directors or supervisors. The meeting of the board of directors refers to the meeting convened by the board of directors to study and decide on major issues and urgent matters within the scope of the company's responsibilities. It is presided over by the chairman, and relevant departments and personnel may be invited to attend as nonvoting delegates according to the topics. It does not include the situation that some directors get together to discuss related work or the board of directors only forms written resolutions by circulation. The board meeting is the main form of the board of directors. Attending board meetings according to regulations is the basic way for directors to perform their duties. Three. The attendance and responsibility of the board meeting shall be attended by the directors themselves; If a director is unable to attend for some reason, he may entrust other directors to attend in writing, and the power of attorney shall specify the scope of authorization. The board of directors shall make minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes. Directors shall be responsible for the resolutions of the board of directors. Where the resolution of the board of directors violates laws, administrative regulations, the articles of association or the resolutions of the shareholders' meeting, thus causing serious losses to the company, the directors who participated in the resolution shall be liable for compensation to the company. However, if it is proved that an objection was expressed during the voting and recorded in the minutes of the meeting, the director may be exempted from liability.
Legal objectivity:
Company Law of the People's Republic of China
Article 108
A joint stock limited company shall have 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.
Company Law of the People's Republic of China
Article 109
The board of directors shall have a chairman and may have a vice-chairman. The chairman and vice-chairman are elected by the board of directors by more than half of all directors.
The chairman shall convene and preside over the meeting of the board of directors and check the implementation of the resolutions of the board of directors. The vice chairman assists the chairman. If the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall perform his duties;
If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall recommend a director to perform his duties on his behalf.