通化金马: 董事会议事规则(2025年6月)

General Principles - The rules aim to clarify the responsibilities and authority of the board of directors of Tonghua Jinma Pharmaceutical Group Co., Ltd, ensuring efficient decision-making and compliance with relevant laws and regulations [1][2][3] Board of Directors - The board is a permanent institution responsible for the company's development goals and major operational decisions, accountable to the shareholders' meeting [2][3] - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [4][5] - Directors are elected by the shareholders' meeting for a term of three years and may be re-elected [3][6] Duties and Obligations - Directors have a duty of loyalty to the company, which includes avoiding conflicts of interest and not misappropriating company assets [6][7] - Directors must act diligently and in the best interest of the company, ensuring compliance with laws and regulations [7][8] Board Composition and Powers - The board consists of nine directors, including three independent directors, and is led by a chairman [7][8] - The board has the authority to convene shareholder meetings, formulate profit distribution plans, and make significant operational decisions [8][9] Board Meetings - The board must hold at least two meetings annually, with specific procedures for calling and conducting meetings [12][13] - Decisions require a majority vote from attending directors, and independent directors have specific voting rights in related party transactions [14][15] Secretary of the Board - The company appoints a secretary responsible for coordinating information disclosure and managing investor relations [10][11] - The secretary must possess relevant professional knowledge and is accountable for maintaining confidentiality regarding company secrets [10][11] Record Keeping - The board must maintain detailed records of meetings, including attendance, agenda items, and voting results, which are preserved for at least ten years [17][18]