章源钨业: 董事会议事规则

General Principles - The company aims to establish a governance mechanism that aligns with modern market economy requirements and ensures democratic and scientific decision-making processes within the board of directors [1] - The board of directors is responsible for ensuring compliance with laws, regulations, and the company's articles of association while considering the interests of all stakeholders [1] Responsibilities and Terms of Directors - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [2] - Directors must avoid conflicts of interest and adhere to various obligations, including not misappropriating company assets or using their position for personal gain [2][3] Duties of Directors - Directors have a duty of diligence, which includes acting in the best interest of the company and ensuring compliance with legal and regulatory requirements [4] - Directors must provide accurate information for the company's periodic reports and cooperate with the audit committee [4] Composition and Powers of the Board - The board consists of nine directors, including a chairman and a vice-chairman, elected by a majority of the board [10] - The board has the authority to convene shareholder meetings, execute shareholder resolutions, and make decisions on significant company matters such as investment plans and profit distribution [11] Meeting Procedures - The board must hold at least two meetings annually, with proper notice given to all directors [17] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made by a majority vote [22][23] Record Keeping - Minutes of board meetings must be accurately recorded and preserved for at least ten years [27][28] - The minutes should include details such as meeting dates, attendees, agenda items, and voting results [29] Amendments and Compliance - Any matters not covered by the rules will be governed by relevant national laws and regulations, and the rules will be revised as necessary to comply with new legal requirements [30][32]