Zheng Quan Zhi Xing·2025-06-20 12:29Core Viewpoint - The document outlines the rules and procedures for the board of directors of China Railway Group Limited, aiming to enhance governance, decision-making, and accountability in accordance with relevant laws and regulations [1]. Group 1: General Principles - The board of directors is required to operate transparently and responsibly, focusing on strategic decision-making and risk management [1]. - The board office is established as a permanent working body to support the board's functions [1]. Group 2: Meeting Procedures - The board must hold at least four regular meetings annually, with notifications sent to all directors at least 10 days in advance [5]. - Proposals for meetings must be formed after consulting with directors and may require input from senior management [2]. - Temporary meetings can be called under specific conditions, such as proposals from shareholders or directors [7]. Group 3: Voting and Decision-Making - Decisions require a majority vote from the board, with ordinary resolutions needing over half and special resolutions needing two-thirds approval [10]. - Directors must avoid conflicts of interest and are required to abstain from voting on matters where they have a personal stake [11]. Group 4: Documentation and Record-Keeping - The board secretary is responsible for maintaining accurate records of meetings, including attendance, discussions, and voting outcomes [31]. - Meeting records must be signed by attendees and can be contested if any director disagrees with the content [34]. Group 5: Financial Management - The company allocates a budget for board expenses, which includes director compensation and meeting costs [44]. - All expenditures must be approved by the chairman or authorized personnel [46].