浙江永强: 董事会议事规则

Core Points - The article outlines the governance structure and responsibilities of the Board of Directors of Zhejiang Yongqiang Group Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [2][3][4] Group 1: Board Responsibilities - The Board is responsible for convening shareholder meetings and reporting on its work [4] - It executes resolutions made by the shareholders and determines the company's operational plans and investment proposals [4][5] - The Board also formulates profit distribution plans and loss compensation schemes [4][5] Group 2: Decision-Making Procedures - The Board must establish strict review and decision-making procedures for external investments, asset sales, and related transactions [3][4] - Major investment projects require expert evaluation and must be approved by the shareholders [3][4] - Transactions with related parties exceeding certain thresholds must be submitted for Board review [3][4] Group 3: Board Composition and Authority - The Board consists of natural persons who must meet specific qualifications to serve [5][6] - Directors have a duty of loyalty and must avoid conflicts of interest [6][7] - The Board has the authority to appoint and dismiss senior management and set their remuneration [4][5] Group 4: Meeting Procedures - The Board must hold at least two regular meetings annually, with provisions for special meetings under certain conditions [24][25] - Meeting notifications must be sent in advance, detailing the agenda and relevant materials [28][29] - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [40][41][42] Group 5: Documentation and Compliance - Meeting records must be maintained, including attendance, proposals, and voting results [50][51] - The Board Secretary is responsible for ensuring compliance with disclosure obligations and managing investor relations [10][11] - Any amendments to the rules governing the Board must be approved by the shareholders [57][58]