General Principles - The rules are established to clarify the responsibilities and decision-making processes of the company's board of directors, ensuring effective governance and compliance with relevant laws and regulations [2][3][30] Board Composition and Authority - The company is required to establish a board of directors as per the company charter and relevant laws [3][4] - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [4][5] Chairman of the Board - The board elects a chairman from among its members, who is responsible for presiding over meetings and ensuring the execution of board resolutions [6][7] Board Secretary - The company appoints a board secretary responsible for preparing meetings, managing documents, and handling information disclosure [9][10] - The board secretary must meet specific qualifications, including professional knowledge and experience [10][11] Board Committees - The board establishes specialized committees, including an audit committee, a strategy committee, a nomination committee, and a compensation committee, each with defined responsibilities [11][12][13][14] - The audit committee is tasked with reviewing financial information and overseeing audit processes [11][12] Meeting Procedures - The board must hold at least two regular meetings annually, with specific procedures for calling and conducting meetings [26][27] - Proposals for meetings must be submitted in advance, and decisions require a majority vote from attending directors [39][46] Decision-Making and Voting - Decisions are made through a voting process, where each director has one vote, and specific conditions apply for abstentions and conflicts of interest [45][48] - The board must ensure that decisions comply with legal and regulatory requirements [52] Record Keeping - The board secretary is responsible for maintaining records of meetings, including minutes, attendance, and voting results, for a period of ten years [28][59] Amendments to Rules - The board must revise these rules in response to changes in laws or company charter, with any amendments requiring shareholder approval [63][64]
毕得医药: 《上海毕得医药科技股份有限公司董事会议事规则》