SEP(SH:600021) Zheng Quan Zhi Xing·2025-03-31 11:22General Principles - The rules aim to standardize the decision-making process and operational procedures of the board of directors of Shanghai Electric Power Co., Ltd. to enhance strategic decision-making and risk management [1][2] - The board is responsible for the company's development goals and major operational decisions, safeguarding the legal rights of the company and all shareholders [1][2] Board Structure and Committees - The board has established specialized committees including the Strategy and Investment Committee, ESG Committee, Nomination Committee, Compensation and Assessment Committee, and Audit and Risk Committee, which are accountable to the board [2][3] - The Strategy and Investment Committee's main responsibilities include researching long-term strategic planning and major investment proposals [2][4] ESG Committee Responsibilities - The ESG Committee is tasked with reviewing the company's ESG development policies, supervising the implementation of ESG strategies, and ensuring compliance with national policies and regulations [3][4] Audit and Risk Committee Functions - The Audit and Risk Committee oversees external and internal audit work, evaluates financial reports, and supervises internal controls and risk management systems [4][5] Nomination and Compensation Committees - The Nomination Committee proposes the composition of the board and selects qualified candidates for directors and senior management [5][6] - The Compensation and Assessment Committee develops compensation plans and evaluates the performance of directors and senior management [6][7] Board Meeting Procedures - The board must hold at least four regular meetings annually, with significant proposals requiring in-person meetings [17][18] - A quorum for board meetings requires the presence of more than half of the directors [18][19] Decision-Making and Voting - Decisions require a majority vote from the directors present, with specific rules for related party transactions and other significant matters [20][21] - Directors must recuse themselves from voting on matters where they have a conflict of interest [21][22] Documentation and Record-Keeping - Meeting records must be comprehensive, including attendance, proposals discussed, and voting results, and must be signed by attendees [24][25] - The board secretary is responsible for maintaining meeting archives for at least ten years [26][27]