明泰铝业: 明泰铝业董事会议事规则

General Principles - The board of directors is established to clarify responsibilities and decision-making processes, ensuring effective governance and scientific decision-making in accordance with relevant laws and regulations [2][3]. Composition and Powers of the Board - The board consists of 9 directors, with at least one-third being independent directors [2]. - The board has various powers, including convening shareholder meetings, executing resolutions, determining business plans, and managing financial budgets [2]. Chairman of the Board - The board elects a chairman who presides over meetings and ensures the execution of board resolutions [5][6]. - If the chairman cannot perform their duties, a vice-chairman or another director will assume the role [5]. Board Secretary - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with disclosure requirements [6][7]. - The secretary must have relevant experience and qualifications, including a certification recognized by the exchange [6][7]. Committees of the Board - The board establishes specialized committees, including nomination, audit, and compensation committees, to handle specific tasks and report back to the board [16][28]. - Each committee must have a majority of independent directors and is responsible for various oversight functions [16][28]. Meeting Procedures - Board meetings can be regular or temporary, with specific procedures for convening and notifying members [37][41]. - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [46][58]. Decision-Making and Voting - Proposals must be submitted in advance, and voting is conducted through a clear process, ensuring transparency and accountability [31][25]. - Directors must avoid conflicts of interest during voting, and specific rules govern the participation of related parties [26][48]. Record Keeping - Detailed records of meetings, including attendance, discussions, and voting outcomes, must be maintained for a minimum of ten years [29][68]. - The board secretary is responsible for ensuring the accuracy and completeness of these records [29][68]. Amendments to Rules - The board must revise its rules in response to changes in laws or company bylaws, with amendments requiring shareholder approval [71][73].