167 3. In developing the resources of the Area pursuant to paragraph 1, the Enterprise shall, subject to this Convention, operate in accordance with sound commercial principles. Article 2 Relationship to the Authority 1. Pursuant to article 170, the Enterprise shall act in accordance with the general policies of the Assembly and the directives of the Council. 2. Subject to paragraph l, the Enterprise shall enjoy autonomy in the conduct of its operations. 3. Nothing in this Convention shall make the Enterprise liable for the acts or obligations of the Authority, or make the Authority liable for the acts or obligations of the Enterprise. Article 3 Limitation of liability Without prejudice to article 11, paragraph 3, of this Annex, no member of the Authority shall be liable by reason only of its membership for the acts or obligations of the Enterprise. Article 4 Structure The Enterprise shall have a Governing Board, a Director-General and the staff necessary for the exercise of its functions. Article 5 Governing Board 1. The Governing Board shall be composed of 15 members elected by the Assembly in accordance with article 160, paragraph 2(c). In the election of the members of the Board, due regard shall be paid to the principle of equitable geographical distribution. In submitting nominations of candidates for election to the Board, members of the Authority shall bear in mind the need to nominate candidates of the highest standard of competence, with qualifications in relevant fields, so as to ensure the viability and success of the Enterprise. 2. Members of the Board shall be elected for four years and may be re-elected; and due regard shall be paid to the principle of rotation of membership. 3. Members of the Board shall continue in office until their successors are elected. If the office of a member of the Board becomes vacant, the Assembly shall, in accordance with article 160, paragraph 2(c), elect a new member for the remainder of his predecessor's term. 4. Members of the Board shall act in their personal capacity. In the performance of their duties they shall not seek or receive instructions from any government or from any other source. Each member of the Authority shall respect the independent character of the members of the Board and shall refrain from all attempts to influence any of them in the discharge of their duties.