航天科技: 董事会议事规则

Core Points - The article outlines the governance structure and operational rules of Aerospace Science and Technology Holding Group Co., Ltd, emphasizing the importance of protecting shareholder rights and ensuring effective decision-making by the board of directors [1][32] - The board of directors is established as the decision-making body responsible for the company's management and strategic direction, consisting of nine members, including independent and employee directors [3][4] - The board has specific powers, including convening shareholder meetings, executing resolutions, formulating development strategies, and overseeing financial budgets [4][5] - The article details the procedures for board meetings, including the requirements for quorum, voting, and the responsibilities of the board secretary [6][7][10] Governance Structure - The board of directors is composed of nine members, including three independent directors and one employee director, elected by a majority vote [3][4] - The board is responsible for major decisions, including investment projects, financial planning, and corporate restructuring, with specific limits on the amount of investment and asset transactions [3][4][5] - The board has established specialized committees, such as the audit committee and remuneration committee, to assist in governance and oversight [2][5] Meeting Procedures - The board must hold at least four regular meetings annually, with proper notice given to all directors [6][7] - Decisions require a majority vote from the attending directors, and specific procedures are in place for handling conflicts of interest among directors [8][9] - Meeting records must be maintained for ten years, detailing attendance, discussions, and resolutions passed [9][10] Responsibilities and Rights of Directors - Directors are required to act in the best interests of the company and its shareholders, adhering to legal and ethical standards [13][14] - Directors have the right to access necessary information and participate in decision-making processes, ensuring transparency and accountability [34][35] - Employee directors have additional responsibilities to represent and advocate for employee interests within the board [57][58] Role of the Board Secretary - The board secretary is responsible for organizing meetings, maintaining records, and ensuring compliance with disclosure requirements [61][62] - The secretary must possess relevant qualifications and experience, and is accountable for the accuracy of information provided to the board [63][64] - The company must ensure that the board secretary's role is clearly defined and supported to facilitate effective governance [66][67]