1. The directors and executive management officer shall be liable vis-à-vis the company, shareholders and third parties for all acts of fraud, abuse of power and violation of the provisions of this Decree Law and the AOA of the company. Every condition to the contrary shall be null and void. The executive management shall be represented by the Director General, Managing Director or CEO of the company, their deputies, everyone in senior executive positions, executive management officers and those employees appointed personally by the board of directors. 2. The scope of liability provided for in Clause [1] of this Article shall apply to all directors if the error in question arises from a resolution passed unanimously by them. However, if the resolution in question is passed by majority, the members who oppose this resolution shall not be held liable, provided they express their opposition in writing in the minutes of the meeting. If a member fails to attend the meeting at which the resolution is passed, they shall not be relieved of the liability unless it is proven that the absent member either is not aware of the resolution or is aware of it but unable to object thereto. The liability cited in Clause [1] of this Article shall fall upon the executive management if the error in question arises from a resolution passed by it. 3. Without prejudice to any penalty stipulated in this Decree Law or any other law, any chairman or a director of the company or of its executive management shall be deemed dismissed from their position by force of law if a final judgement is issued establishing that they have committed any act of fraud or abuse of power or if they have entered into transactions or deals involving conflict of interest and in violation of the provisions of this Decree Law or its implementing resolutions. Such a person shall not be accepted to run as a candidate for membership of a board of directors of any joint stock company in the State, nor to undertake any executive management duties for the company until at least three years have passed of the date of their dismissal. The provisions of Article [145] of this Decree Law on occupying the new membership position in the company's board of directors shall apply. If all members of the company's board of directors are dismissed, the SCA shall convoke the General Assembly to elect a new board of directors.
Interpretation and application must be checked against the official text and current version.