领益智造: 董事会议事规则

Core Points - The document outlines the rules for the board of directors of Guangdong Lingyi Intelligent Manufacturing Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency and scientific decision-making [1][2][3] Board Composition and Responsibilities - The board consists of seven directors, including three independent directors and one employee representative, with a chairman and a vice-chairman elected by a majority of the board [1][2] - The board is responsible for exercising powers granted by laws, regulations, the company's articles of association, and the shareholders' meeting [1][2] Committees and Their Functions - The board establishes specialized committees, including the audit committee, nomination committee, compensation and assessment committee, and strategy and development committee, with independent directors holding a majority in certain committees [2][3] - The audit committee is tasked with reviewing financial information and supervising internal controls, requiring a majority agreement from its members before submitting matters to the board [19][27] Director Qualifications and Duties - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [2][3] - Directors have fiduciary duties to act in the company's best interests, avoid conflicts of interest, and maintain confidentiality [4][5] Meeting Procedures - The board must hold at least two regular meetings annually, with special meetings called as needed, requiring prior notice to all directors [24][41] - Decisions require a majority vote from attending directors, and directors must attend in person or delegate their voting rights appropriately [46][47] Voting and Decision-Making - Voting is conducted on a one-person, one-vote basis, and directors must declare any conflicts of interest before voting on related matters [55][56] - The board must adhere strictly to the powers granted by the shareholders' meeting and the company's articles of association when making decisions [56][57] Documentation and Record-Keeping - Meeting records must be maintained, including attendance, agenda, and voting results, with a retention period of at least ten years [60][65] - The board secretary is responsible for organizing and preserving meeting documentation and ensuring compliance with disclosure requirements [34][35]