易普力: 易普力股份有限公司董事会议事规则

General Principles - The rules aim to standardize the board of directors' meeting procedures and decision-making processes to ensure effective performance of their duties and improve the level of scientific decision-making [1][2] - The rules are applicable to the convening, proposal, notification, and holding of board meetings [1] Board Powers and Responsibilities - The board has the authority to hear the general manager's work report and check the execution of board resolutions [3] - The board is responsible for drafting major acquisition plans and decisions regarding significant internal management changes [3][4] - The board can decide on significant reforms, restructuring matters, and the establishment or cancellation of wholly-owned or controlling enterprises with capital contributions exceeding 10% of the latest audited net assets [3][4] - The board must establish a risk management system and oversee compliance management [3][4] Decision-Making Authority - The chairman of the board is authorized to decide on important investment management matters and financial management issues within specified limits [3] - The general manager is authorized to decide on the establishment or cancellation of non-registered branches and fixed asset investment projects below 5 million [3][4] Meeting Procedures - Board meetings are convened by the chairman, and the board office is responsible for preparation and material organization [8][9] - Regular meetings should be held at least four times a year, with notifications sent 10 days in advance [9][10] - Temporary meetings can be called within 10 days upon request from shareholders or board members [9][10] Voting and Resolutions - Board resolutions require a majority vote from attending directors, and specific proposals must be clearly defined [15][16] - Directors must avoid conflicts of interest during voting, and decisions must be documented and signed [17][18] - Resolutions that require shareholder approval become effective only after such approval [30][31] Confidentiality and Record Keeping - Board meeting records must be kept confidential until officially disclosed, and records should be maintained for 30 years or permanently [19][20]