CHALCO(SH:601600) Zheng Quan Zhi Xing·2025-05-28 14:25General Principles - The board of directors is the permanent executive and decision-making body of the company, responsible to the shareholders' meeting and reporting on its work [3][6] - The board must ensure effective governance and decision-making processes in accordance with relevant laws and regulations [3][4] Board Composition - The board consists of nine directors, with external directors (including non-executive and independent directors) making up more than half of the board [4][5] - At least three independent directors are required, accounting for one-third or more of the board, with at least one being a professional accountant [4][11] Director Responsibilities - Directors must act in the best interests of the company and its shareholders, avoiding conflicts of interest and ensuring compliance with laws and regulations [4][12] - Directors are required to attend board meetings and express clear opinions on matters discussed [5][19] Election and Term of Directors - Directors are elected for a term of three years, with the possibility of re-election, but independent directors cannot serve more than six consecutive years [4][9] - The election process for non-independent directors must be transparent and fair, with nominations requiring consent from the candidates [9][24] Independent Directors - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [12][29] - They have specific rights, including the ability to hire external advisors and propose meetings to address issues affecting the company or minority shareholders [36][39] Board Committees - The board may establish specialized committees, such as the audit committee, nomination committee, and remuneration committee, to handle specific tasks and report back to the board [20][25] - Each committee must have a majority of independent directors, ensuring unbiased oversight [25][26] Meeting Procedures - The board must hold at least four regular meetings annually, with additional meetings called as necessary [23][24] - Meeting notifications must be sent in advance, and urgent meetings can be called with shorter notice [23][24] Director Training and Development - The company is responsible for providing ongoing training for directors to ensure they understand their rights, responsibilities, and relevant regulations [22][39] - Directors are expected to actively participate in training and development programs [22][39]