宁波富邦: 宁波富邦董事会议事规则（2025年6月）

General Principles - The rules aim to standardize the board's decision-making processes and enhance operational efficiency in accordance with relevant laws and regulations [1][2] - The board is responsible for managing the company's assets and is accountable to the shareholders [1][2] Board Composition and Authority - The board consists of 9 directors, including 1 employee representative and 3 independent directors, with a chairman elected by a majority of the board [2] - The board has various powers, including convening shareholder meetings, executing resolutions, and making significant operational decisions [2][3] Committees - The board establishes an audit committee composed of 3 directors, with 2 being independent and one serving as the convener [2] - Other specialized committees, such as strategy, nomination, and remuneration committees, are also formed, with independent directors holding a majority in certain committees [2] Board Meetings - The board must hold at least two meetings annually, with provisions for both regular and temporary meetings [5][6] - A meeting requires the presence of more than half of the directors to be valid, and decisions are made based on a majority vote [7][8] Voting and Proposals - Voting is conducted through a named ballot, and directors must express their opinions clearly on proposals [9][10] - Directors are required to avoid conflicts of interest and must recuse themselves from voting on related matters [11][12] Documentation and Record Keeping - The board secretary is responsible for maintaining records of meetings, including proposals, voting results, and attendance [12][13] - Confidentiality regarding the content of resolutions is mandatory until official announcements are made [13][14] Implementation and Oversight - The chairman oversees the implementation of board resolutions and reports on their execution in subsequent meetings [13][14] - The rules are subject to interpretation by the board and take effect upon approval by the shareholders [14]