我有,另附中文译文,仅供参考。
Any Director may in writing appoint another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing, in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall not be an officer of the Company and shall be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.
任何董事可以书面形式委任另一人为候补董事,该候补董事可在任何董事会议上代替该董事行事,且该董事不得出席该等会议。每位候补董事均有权于对其委任之人未亲自出席董事会议时作为董事收到该等会议通知并在该等会议上出席及表决,而除行使自己之表决权外,该等候补董事亦得代其所代表的董事行使表决权。董事可随时以书面形式撤回其对候补董事的委任。该等候补董事不得为公司高管,且应被视为对其委任之董事的代理人。该等候补董事的薪酬应从对其委任之董事的薪酬中支付,其分配比例由双方协商。
Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.
任何董事可任命任何人(无论是否为董事)作为该董事的代理人,于其未能亲自参加的董事会议,根据该董事的指示或该代理人酌情决定(若无该等指示),代表其出席并投票。任命代理人的文书应由任命主任以书面形式处理,并以董事可以批准的任何通常或常见的形式或其他形式,必须提交使用或首次使用的董事会议主席,在会议开始前。代理委托书应由委托董事签名以书面形式作出,并使用任何通用或一般格式或董事可批准的其他格式,并必须在会议开始前交至(该代理人将出席或首次出席的)董事会议主席。