易华录: 董事会议事规则（2025年5月）

Core Points - The document outlines the rules for the board of directors of Beijing Yihualu Information Technology Co., Ltd, aiming to enhance corporate governance and ensure efficient decision-making [2][5][27] - The board consists of 9 directors, including a chairman, who is elected by a majority of the board members [2][4] - The board has various responsibilities, including convening shareholder meetings, executing resolutions, and making strategic decisions [4][5] Group 1: Board Structure and Responsibilities - The board is responsible for the company's operational decisions and reports to the shareholders [2][4] - The board includes a secretary who assists in daily operations and compliance with regulations [2][3] - The board has the authority to approve significant investments, financial plans, and changes in capital structure [4][5] Group 2: Decision-Making Process - Board meetings can be regular or temporary, with a requirement for a majority of directors to be present for decisions to be valid [27][33] - Decisions must be made by a majority vote, and specific matters require a higher threshold for approval [26][33] - The board must maintain transparency and confidentiality regarding its decisions and meeting records [26][27] Group 3: Independent Directors - Independent directors play a crucial role in decision-making and protecting minority shareholders' interests [10][11] - They must maintain independence and cannot have significant ties to the company or its major shareholders [10][11] - Independent directors are responsible for overseeing potential conflicts of interest and providing objective advice [10][11][12] Group 4: Committees - The board establishes specialized committees, such as the audit committee, to oversee specific functions and ensure compliance with regulations [20][21] - Committees are composed of board members and have defined responsibilities, including financial oversight and executive appointments [20][21][22] - Recommendations from committees must be presented to the board for approval [20][21][22]