参考答案：A joint venture shall set up a board of directors, the number and composition of which shall be specified in the contract and articles of association by the parties to the joint venture through consultation. The directors shall he appointed by the parties. The board of directors shall be the highest authority of the joint venture. It shall decide all important matters concerning the joint venture. The chairman of the board shall be determined by the parties through consultation or elected by the board of directors. The chairman is the legal representative of the joint venture. When the chairman is unable to perform his duties, he shall authorize another director to represent the joint venture.
The board meeting shall be called and presided over by the chairman. It shall be held only when over two-thirds of the directors are present. If a director is unable to attend the meeting, he may issue a power of attorney to appoint a proxy to represent him and vote on his behalf. Detailed minutes of the board meeting shall be prepared in Chinese and English, which shall be delivered to each director within fourteen (AD) days of the conclusion of the meeting to be signed and confirmed by the directors who attended the board meeting.