泰达股份: 董事会议事规则

General Principles - The company aims to establish and standardize the decision-making procedures of its board of directors to ensure smooth operations and management [2][3] - The board of directors is the decision-making body responsible for the company's development goals and major operational activities [2][3] Board Composition and Qualifications - The board consists of 9 directors, including 3 independent directors, with a term of three years [3][4] - Directors are elected by the shareholders' meeting and can be re-elected [3][4] - Independent directors must maintain independence and meet specific qualifications [9][10] Responsibilities and Powers of the Board - The board is responsible for convening shareholder meetings, executing resolutions, and making decisions on operational plans and investment proposals [6][20] - The board has the authority to appoint or dismiss the general manager and other senior management personnel [6][20] Board Meetings - The company holds regular and temporary board meetings, with notifications sent out in advance [20][21] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [21][22] Independent Directors - Independent directors play a crucial role in ensuring the protection of minority shareholders' rights and providing objective advice [12][13] - They are required to attend meetings and can propose the convening of special meetings if necessary [14][15] Committees - The board establishes specialized committees, including audit, strategy, and remuneration committees, to handle specific tasks [15][16] - Each committee must report to the board and is responsible for its respective area of oversight [15][16] Information Disclosure - The board secretary is responsible for managing information disclosure and ensuring compliance with relevant regulations [18][19] - The company must disclose significant decisions and financial information to shareholders and regulatory bodies [18][19] Decision-Making Procedures - The board must follow strict procedures for approving significant transactions, including related party transactions and external guarantees [26][29] - Any conflicts of interest must be disclosed, and related directors must abstain from voting on such matters [73][74]