百联股份: 百联股份董事会议事规则

Core Points - The document outlines the rules for the board of directors of Shanghai Bailian Group Co., Ltd., aiming to standardize meeting procedures and decision-making processes [1][11] - It emphasizes the importance of effective governance and compliance with relevant laws and regulations [1] Group 1: Meeting Structure - The board must hold at least two regular meetings each year, one in each half [3] - Proposals for regular meetings should be formed after consulting all directors and submitted to the chairman for drafting [4] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or a majority of independent directors [2][4] Group 2: Proposal and Notification Procedures - Proposals for temporary meetings must be submitted in writing, detailing the proposer, reasons, and specific agenda items [2][3] - Notifications for regular meetings must be sent ten days in advance, while notifications for temporary meetings require five days' notice [3][4] - Changes to meeting notifications must be communicated at least three days prior to the meeting [3][4] Group 3: Meeting Conduct - A quorum requires the presence of more than half of the directors, with specific rules for certain decisions requiring two-thirds attendance [4][5] - Directors are expected to attend in person, but can delegate their voting rights under certain conditions [5][6] - Meetings should primarily be held in person, but can also utilize video or telephonic means if necessary [5] Group 4: Voting and Decision-Making - Each proposal must be discussed thoroughly before voting, with voting conducted by a show of hands or written ballot [6][7] - Decisions require a majority vote from the attending directors, with specific rules for conflicts of interest [8][10] - Meeting records must be accurate and include details such as attendees, agenda, and voting results [9][10] Group 5: Documentation and Compliance - Meeting records must be signed by attendees and kept for a minimum of ten years [10] - The board is responsible for ensuring compliance with laws and regulations, and directors may be held liable for decisions that cause significant losses [10][11] - The rules are subject to approval by the shareholders and can be amended as necessary [11]