中国动力: 中国动力董事会议事规则（2025年7月修订）

Core Points - The document outlines the rules for the board of directors of China Shipbuilding Industry Corporation Power Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][3][4] Group 1: General Principles - The rules are established to ensure compliance with the Company Law, corporate governance standards, and the company's articles of association [2] - The board of directors is responsible for major operational decisions and is accountable to the shareholders [2][3] Group 2: Board Composition and Committees - The board consists of eleven directors, including four independent directors, with a chairman and possibly a vice-chairman [3] - The board has five specialized committees: Strategic Committee, Audit Committee, Nomination Committee, Compensation and Assessment Committee, and Technology Committee [3][4] Group 3: Responsibilities of Committees - The Strategic Committee focuses on long-term development strategies, ESG management, and major investment proposals [4][5] - The Audit Committee supervises external audits and evaluates the performance of external audit firms [3][5] - The Nomination Committee proposes the composition of the board and evaluates candidates for directors and senior management [3][5] - The Compensation and Assessment Committee develops compensation plans and evaluates the performance of directors and senior management [5][6] - The Technology Committee advises on technology development strategies and major research projects [5][6] Group 4: Board Meetings - Board meetings are categorized into regular and temporary meetings, with regular meetings held biannually [6][7] - The chairman is responsible for convening and presiding over meetings, with provisions for temporary meetings under specific circumstances [6][7] - A quorum for meetings requires the presence of more than half of the directors [12][13] Group 5: Decision-Making Process - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [14][15] - The board must adhere to the authority granted by the shareholders and the articles of association when making decisions [15][16] Group 6: Documentation and Disclosure - Meeting records must include details such as attendance, agenda, discussions, and voting results [16][17] - The board is obligated to disclose decisions and relevant information in compliance with regulatory requirements [19][20]