问题 单项选择题

某股份有限公司的董事会召开,该公司董事之一孙某因有事不能出席,书面委托另一董事解某代为出席。在会议过程中,董事们就某项决议产生争议。贾某认为该决议违反公司章程反对通行,但其他董事认为这是正常风险,遂通过了该决议,该争议被记载于会议记录。解某依委托书的授权代替孙某投了赞成票。后公司执行该决议结果遭受重大损失。董事就该重大损失承担的责任,下列哪个说法正确:

A.董事会不承担责任,故所有董事均免责

B.孙某本人没有出席董事会,虽然解某代其投了赞成票,孙某也不承担责任

C.贾某不承担责任

D.孙某和贾某不承担责任,其他董事应当对公司负赔偿责任

答案

参考答案:C

解析:本题考查对董事会会议决议的董事责任。   《公司法》第118条规定:"董事会会议,应由董事本人出席。董事因故不能出席,可以书面委托其他董事代为出席董事会,委托书中应载明授权范围。董事会应当对会议所议事项的决定作成会议记录,出席会议的董事和记录员在会议记录上签名。董事应当对董事会的决议承担责任。董事会的决议违反法律、行政法规或者公司章程,致使公司遭受严重损失的,参与决议的董事对公司负赔偿责任。但经证明在表决时曾表明异议并记载于会议记录的,该董事可以免除责任。"据此,贾某应免责。孙某虽没出席会议,但解某依其授权投票应当对其产生约束力,故孙某应对公司损失负赔偿责任。选项C正确。

阅读理解

阅读理解。

                                                             

     Welcome to catch the excitement of your child on film while fishing and enter his or her picture in the

yearly Kids'n Fishing Photo Contest! The contest is sponsored by Virginia Department of Game and Inland

Fisheries (VDGIF) in celebration of National Fishing Week!

     The winning pictures are those that best catch the theme "kids enjoying fishing". Winners will receive

different fishing related prizes. Winning pictures will also be posted on the VDGIF website and may be used

in all kinds of VDGIF publications. There is no need to be a professional photographer. Any photo will do.

     Contest Rules

     ●Children in the photographs must fall into one of the following age groups when the picture is taken:

l-5, 6-10.

     ●Photos must not be more than l year old.

     ●Photos must be taken in Virginia.

     ●Children in a boat must be wearing a life jacket.

     ●Only one photo submission (提交) per child.

     ●Submit photo on photograph quality paper, no CD's accepted.

     ●Photos must not be bigger than "4×6" size.

     ●Please stick a piece of paper to the back of the photo including: name, age, address, phone number and

location where the photograph was taken.

     ●Photos must be postmarked on or before June 19,2011.

     ●Judging will take place in July and winners will be posted on the VDGIF website.

     ●Prizes will be sent directly to the winning children.

     ●This contest isn't open to immediate family of VDGIF employees and sponsors. Immediate family

members refer to children, relatives or others living in the same household with a VDGIF employee or sponsor.

     To Enter:

     Send your photo, with the child's name, age, phone number and address to:

     2011 Kids'n Fishing Photo Contest

     Virginia Department of Game and Inland Fisheries

     P.O. Box 11104

     Richmond, VA 23230-1104

1. The purpose of the contest is to ____.

A. encourage people to take more pictures

B. celebrate a national fishing related activity

C. help people realize the importance of fishing

D. encourage people to go fishing with kids

2. Which of the following photos can enter the contest?

A. A photo which was taken in California in 2009.

B. A large photo whose postmark is July 11, 2011.

C. A photo which was taken in Virginia on Sept. 23, 2010.

D. A photo on which there is a 12-year-old girl.

3. What can be known about the prize of the contest?

A. Winners will get a great deal of money.

B. Winners will be allowed to travel in Virginia for free.

C. Winners' works will be seen on any website.

D. Winners' works may appear on the covers of VDGIF publications.

阅读理解

A typical① Chinese Internet user is a young male who prefers instant messaging to e-mail, seldom makes online purchases② and favors news, music and games sites. According to a study, about two-thirds of survey participants③ use the Internet for news — often entertainment-related — or for online games. About half download music and movies.

They also tend to prefer instant messaging to e-mail, and they are depending on the Internet more frequently than before to communicate with others who have the same professions, hobbies and political interests. Online purchases still remain unpopular in China. Three-quarters of users surveyed have never bought anything over the Internet, and only 10 percent make purchases even once a month. Among those who do buy online, most pay for entertainment while others buy phone cards, or computer hardware or software.

“Many people don’t trust the quality of goods bought online,” Guo said Wednesday. “If they buy it in a store and don’t like it, they can easily bring it back.”

The survey was done in five major cities: Beijing, Shanghai, Guangzhou, Chengdu and Changsha. Results do not necessarily project countrywide because Internet use in rural areas is lower than in cities. Guo describes the typical netizen in the five cities surveyed as young, male, richer and more highly educated. Males make up two-thirds of the Internet community, and more than 80 percent of users are under 24. Among people ages 25 to 29, 60 percent to 80 percent go online.

China has more than 100 million people online, second in the world to the United States.

1. A typical Chinese Internet user will be the one who ______.

A. likes to send e-mails                 B. likes to buy goods online

C. likes to pay for entertainment         D. likes the games sites

2. Online purchases still remain unpopular in China mainly because ______.

A. it is more difficult for sales returns        B. people haven’t computers

C. people can’t have a look at the goods      D. goods bought online are of low quality

3. Which of the following words fails to describe the typical netizens in the five cities?

A. well educated     B. richer     C. female     D. young

4. According to the text, which of the following shows the right relation between online people and their ages?

A.     B.

C.      D.