CQP(SZ:000950) Zheng Quan Zhi Xing·2025-07-11 14:08General Principles - The purpose of the rules is to standardize the board meeting procedures and improve the efficiency and scientific decision-making of the board [1] - The board of directors is the decision-making body for the company's management, responsible for the company's development goals and major operational activities [1][2] Board Composition and Qualifications - The board consists of 11 directors, including 4 independent directors [3] - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [2][3] Board Operations - Directors are elected by the shareholders for a term of three years and can be re-elected [3] - The board can increase or decrease its members based on business needs, but any changes must be approved by the shareholders [4] - Directors who fail to attend meetings without proper delegation may be recommended for replacement [4] Responsibilities and Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and decide on major operational plans and investment proposals [6][7] - The chairman of the board is responsible for presiding over meetings and ensuring the execution of board resolutions [22][24] Independent Directors - Independent directors must account for at least one-third of the board and include at least one accounting professional [9][10] - The nomination and election of independent directors must comply with relevant regulations and be disclosed to shareholders [10][11] Committees of the Board - The board establishes specialized committees, including the Strategy and Sustainable Development Committee, Audit and Risk Committee, Nomination Committee, and Compensation and Assessment Committee [14][15] - Each committee is responsible for specific functions and must report to the board [14][15] Board Meetings - The board must hold at least two meetings annually, with proper notice provided to all directors [19][20] - Decisions require a majority vote from attending directors, and specific procedures must be followed for related party transactions [22][23] Documentation and Compliance - Meeting minutes must be recorded and maintained for at least ten years, and decisions made must comply with legal and regulatory requirements [24][25] - The board secretary is responsible for managing documentation, coordinating meetings, and ensuring compliance with disclosure obligations [15][16]