新能泰山: 董事会议事规则

Core Points - The document outlines the governance structure and decision-making procedures of Shandong New Energy Taishan Power Generation Co., Ltd, ensuring compliance with relevant laws and regulations [1][19] - The board of directors is composed of a minimum of one-third independent directors and is responsible for major corporate decisions, including operational plans and investment strategies [2][3] - The board must hold at least four meetings annually, with specific procedures for calling and notifying members [6][10] Group 1: Board Composition and Responsibilities - The board consists of a chairman, a vice chairman, and directors elected by the shareholders, with a term of three years [1][2] - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational and investment plans [2][3] - Independent directors and specialized committees, such as audit and remuneration committees, play a crucial role in governance [5][12] Group 2: Meeting Procedures - Board meetings require the presence of more than half of the directors to be valid, and decisions are made based on majority votes [10][21] - Directors must personally attend meetings or delegate their voting rights to other directors, with specific rules regarding delegation [7][10] - The board is responsible for maintaining confidentiality regarding meeting documents and decisions until officially disclosed [10][44] Group 3: Decision-Making and Reporting - The board must report decisions to the shareholders and ensure compliance with legal and regulatory requirements for information disclosure [16][42] - Decisions involving significant financial transactions must include detailed explanations of the implications and necessary evaluations [28][30] - The board's resolutions must be documented and signed by attending directors, with provisions for accountability in case of legal violations [34][36]