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华谊集团: 董事会战略委员会实施细则(2025年修订)

Core Viewpoint - The company establishes a Strategic Committee under the Board to enhance core competitiveness, improve decision-making processes, and ensure effective governance [1][2]. Group 1: General Provisions - The Strategic Committee is set up to align with the company's strategic development needs and to enhance decision-making quality [1]. - The committee is responsible for researching and proposing suggestions on long-term development strategies, major investment decisions, legal construction, and sustainable development [1][2]. Group 2: Composition - The Strategic Committee consists of seven directors, including three independent directors [2]. - The Chairman of the Board serves as the committee's chairperson, and the committee's term aligns with that of the Board [2][3]. Group 3: Responsibilities and Authority - The committee's main responsibilities include researching long-term strategic planning, major investment financing proposals, capital operations, and sustainable development matters [2][8]. - The committee is also tasked with guiding and supervising the company's legal construction efforts [2][8]. Group 4: Decision-Making Procedures - Relevant departments are responsible for preparing materials for the committee's decision-making process, including feasibility reports and agreements [2][10]. - The committee discusses relevant topics in meetings and submits the results to the Board for approval [3][10]. Group 5: Meeting Rules - Meetings are called as needed, with a minimum of two-thirds of committee members required for quorum [4][12]. - Decisions are made by a majority vote, and meetings can be held in various formats, including in-person and virtual [4][14]. Group 6: Additional Provisions - The committee may hire external consultants for professional opinions, with costs covered by the company [5][16]. - Meeting records must be kept, and all members have confidentiality obligations regarding discussed matters [5][18].