Core Points - The company establishes rules to ensure the board of directors operates effectively and fulfills its responsibilities in decision-making [1][2] - The board of directors is accountable to the shareholders and must act within the powers granted by the company law and the company's articles of association [1][2] Chapter Summaries Chapter 1: General Provisions - The company formulates these rules based on relevant laws to clarify the responsibilities and powers of the board of directors [1] Chapter 2: Responsibilities of Directors - Directors must avoid conflicts of interest and act in the best interest of the company [2] - Directors are required to treat all shareholders fairly and protect the company's assets [2][3] - Directors must maintain confidentiality regarding the company's undisclosed information and adhere to non-compete obligations after leaving [3] Chapter 3: Powers of the Board of Directors - The board is responsible for convening shareholder meetings and executing their resolutions [4] - The board decides on the company's operational plans, investment proposals, and financial matters [4][5] - The board must disclose significant transactions and ensure compliance with legal requirements [6][7] Chapter 4: Board Meetings - Board meetings can be regular or temporary, and must be convened by the chairman or a majority of directors [8][9] - Directors must be notified of meetings in advance, and the notice must include essential details [9][10] Chapter 5: Meeting Rules - A quorum for board meetings requires the presence of more than half of the directors [11] - Directors can delegate their voting rights to other directors under specific conditions [12][13] - Decisions require a majority vote, and conflicts of interest must be disclosed [14][15] Chapter 6: Meeting Records and Announcements - Meeting records must be kept, detailing attendance, discussions, and voting outcomes [16][17] - The chairman is responsible for ensuring the implementation of board decisions [18] Chapter 7: Supplementary Provisions - The rules are effective upon approval by the shareholders and are subject to relevant laws and regulations [19][20]
春兴精工: 董事会议事规则