海大集团: 董事和高级管理人员行为守则

General Principles - The company has established a code of conduct for its directors and senior management to ensure compliance with laws and regulations, as well as to clarify procedures [2][3] - The code applies to the company's directors and senior management, including the president, vice presidents, chief engineer, financial director, and board secretary [2] Duties of Directors and Senior Management - Directors and senior management must adhere to legal and regulatory requirements, avoiding conflicts of interest and not exploiting their positions for personal gain [2][4] - Specific obligations include not misappropriating company assets, not using company funds for personal accounts, and not engaging in bribery or accepting illegal income [2][4] - They must report any potential conflicts or transactions with the company to the board or shareholders for approval [2][4] Shareholding and Meeting Attendance - Directors and senior management are required to declare their shareholdings and any changes in accordance with relevant laws and company regulations [3] - Directors are expected to attend board meetings in person or provide written opinions if unable to attend, with specific rules governing proxy attendance [3][5] Responsibilities and Liabilities - The company will bear responsibility for damages caused by directors and senior management during their duties, but they may also be held liable for intentional misconduct or gross negligence [4][6] - Directors must avoid conflicts of interest during voting on proposals and must sign off on meeting records to confirm their participation [5][6] Resignation and Transition Management - The board must promptly convene a shareholders' meeting to fill any vacancies caused by a director's resignation, with specific timelines for independent directors [6][8] - Directors and senior management must complete all handover procedures upon resignation, and their obligations regarding confidentiality and loyalty continue post-tenure [8][10] Confidentiality and Information Disclosure - The board secretary is responsible for managing insider information confidentiality, and any disclosure of such information must be approved by the board [7][10] - Directors and senior management are prohibited from using their former positions to interfere with the company's operations or harm shareholder interests after leaving [9][10]