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法律文书
法律翻译示例:委任条款
2022-06-25

1. The Board may from time to time appoint any one or more of them to the office of managing director, joint managing director, deputy managing director or other executive director and/or such other office in the management of the business of the Company as it may decide for such period and upon such terms as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Article 13.
译文:董事会可以不定期地酌情决定委任一人或者多人担任总经理、联席总经理、副总经理、其他常务董事和/或公司管理层的其他职务,任职期限、任职条款和报酬条款由董事会按照第13条的规定酌情决定。
2. Every Director appointed to an office under Article 12 hereof shall, but without prejudice to any claim for damages for breach of any contract of service between himself and the Company, be liable to be dismissed or removed therefrom by the Board.
译文:根据第12条任命的每一位董事,均可由董事会解聘或罢免,但解聘或罢免董事职务时,不影响董事就其与公司之间的任何合同项下的违约向公司提出损害赔偿的权利。
3. The Board may from time to time entrust to and confer upon a chairman, vice chairman, managing director, joint managing director, deputy managing director or executive director all or any of the powers of the Board that it may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and, subject to the terms thereof, the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.
译文:董事会可以不定期地酌情决定任命一名董事长、副董事长、总经理、联席总经理、副总经理、其他常务董事,并酌情授予董事会的全部或者任何权力,但是,上述任命的董事行使授予的权力时,不得违反董事会不定期地制定和实施的规定和限制,并遵守这些规定和限制的条款,上述权力可以随时撤回、撤销或者变更,但是,撤回、撤销或者变更上述权力时必须本着善意的原则并事先发出通知,否则不发生效力。
4. The business of the Company shall be managed by the Board who, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Companies Law expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Law and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.
译文:公司的业务应当由董事会负责管理,除本章程明确授予的权力和职权外,董事会还可以行使和完成《公司法》未明确规定由董事会行使和完成、未明确要求由公司在股东大会上行使和完成,但公司不定期批准的所有其他权力、事务和事宜,但行使这些权力和完成这些事务和事宜时,不得违反《公司法》和本章程的规定以及公司在股东大会上颁布的不与本章程的条款相互抵触的规定,但是,公司在股东大会上颁布的任何规定不得导致董事会先前的行为无效,董事会先前的行为与公司颁布规定之前的效力相同。
5. The Board may from time to time appoint a general manager, manager or managers of the business of the Company and may fix his or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company.
译文:董事会可以随时委任公司的总经理、经理和其他业务管理人员,规定工资、佣金和/或参与公司利润分成等形式的报酬,并承担总经理、经理和其他业务管理人员雇佣参与公司业务的人员产生的工作费用。
6. The Board may enter into such agreement or agreements with any such general manager, manager or managers upon such terms and conditions in all respects as it may in its absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.
译文:董事会可以按照酌情认为适当的条款和条件,与任何总经理、经理或者其他业务管理人员达成协议,包括有关授权总经理、经理或者其他业务管理人员任命经理助理和其他员工负责执行公司业务的协议。
7. The Board may from time to time elect or otherwise appoint one of them to the office of chairman of the Company and another to be the vice chairman of the Company (or two or more vice chairmen) and determine the period for which each of them is to hold office.
译文:董事会可以随时选举或以任何其他方式任命一名董事担任公司董事长,任命一名或者多名董事担任公司副董事长,并决定各自的任职期限。
8. All acts bona fide done by any meeting of the Board or by any such committee or by any person acting as a Director shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of such committee.
译文:董事会、董事会下属委员会、以董事身份行事的任何人,即使后来发现其任命存在瑕疵或者在任命时不符合任职资格,在任何会议上的所有善意行为应当构成有效行为,与该人在正式任命、具有资格的情况下做出的行为具有相同的效力。
9. The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of the Board meeting, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number of the necessary quorum or of summoning a general meeting of the Company but for no other purpose.
译文:尽管有上述规定,留任董事可以在出现任何董事职务空缺的情况下履行董事职务,但董事人数低于本章程规定的最小法定人数的,留任董事只能行使有关将董事人数增加至最小法定人数、召集公司股东大会的职权,但不得行使任何其它方面的职权。
10. The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may, without prejudice to his right under any contract with the Company, be removed by the Board.
译文:秘书应当由董事会任命,具体的任职期限、薪酬和条件由董事会酌情决定,董事会任命的任何秘书可以由董事会罢免,但不得影响秘书根据与董事会达成的任何合同规定享有的权利。
 

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