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中国交建: 中国交建董事会议事规则
Zheng Quan Zhi Xing·2025-06-20 10:22

General Principles - The rules aim to standardize the decision-making process of the board of directors of China Communications Construction Company, ensuring scientific, democratic, and legal decision-making [1][2] - The board is responsible for major company decisions, strategic planning, and risk management, acting in the interests of shareholders and the company [1][2] Board Composition and Structure - The board consists of seven to nine directors, with at least one-third being independent directors and one employee director elected by staff [2][3] - The board elects a chairman and up to two vice-chairmen, with a term of three years for each director [2][3] Board Powers - The board has the authority to convene shareholder meetings, execute resolutions, formulate development strategies, and approve significant financial decisions [3][4] - Specific powers include deciding on annual budgets, profit distribution, capital changes, and major acquisitions [3][4] Decision-Making Procedures - Certain decisions, such as issuing shares or financial assistance, require a two-thirds majority of the board [4][5] - The board can delegate some powers to the chairman or CEO under specific conditions, but cannot delegate statutory powers [5][6] Specialized Committees - The board has specialized committees, including the Audit and Risk Committee, which oversees financial reporting and internal controls [7][8] - Committees must establish rules and report to the board, enhancing decision-making processes [12][13] Meeting Procedures - The board must hold at least two regular meetings each year and can convene special meetings under specific circumstances [12][13] - Meeting notifications must include details about the agenda, time, and location, and require a majority of directors to be present for decisions [15][16] Voting and Resolutions - Decisions are made through a voting process where each director has one vote, and a majority is required for resolutions to pass [19][20] - Directors must avoid conflicts of interest and may need to abstain from voting on related matters [21][22] Documentation and Record-Keeping - The board must maintain detailed records of meetings, including attendance, discussions, and resolutions, which are to be preserved for at least ten years [57][58] - Meeting records must be accessible to directors and relevant parties, ensuring transparency [57][58]