振德医疗: 振德医疗战略委员会工作细则

Core Viewpoint - The establishment of the Strategic Committee aims to enhance the governance structure of Zhengde Medical Supplies Co., Ltd., improve the professionalism of major decision-making, and strengthen the scientific nature of decisions while mitigating risks in strategic and investment decisions [1][2]. Group 1: General Provisions - The Strategic Committee is a specialized working body under the Board of Directors, responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [2][3]. - The committee operates independently within the scope authorized by the Board and is accountable to the Board [2][3]. Group 2: Composition and Appointment - The Strategic Committee consists of four directors elected by the Board, with independent directors making up at least one-third of the committee [2][3]. - The committee is chaired by the Chairman of the Board, who is responsible for convening and presiding over committee meetings [3]. Group 3: Responsibilities and Authority - The committee's responsibilities include proposing suggestions on the company's vision, mission, values, long-term development strategy, major investment decisions, and ESG-related matters [4]. - Recommendations made by the committee are submitted to the Board in written proposal form for review [4]. Group 4: Work Procedures - Relevant departments of the company are required to assist in the preparatory work for the committee's decisions and provide necessary materials [10]. - The committee can convene meetings to discuss reports from working groups and submit the results to the Board [11]. Group 5: Meeting Rules - Meetings are primarily held in person, but can also be conducted via video or phone if necessary [13]. - A quorum of two-thirds of the committee members is required for meetings to be valid, and members must attend in person or delegate their voting rights [15][16]. Group 6: Confidentiality and Record Keeping - All committee members are bound by confidentiality obligations regarding the matters discussed in meetings [19]. - Meeting records must be maintained, including the opinions expressed by members, and these records are to be archived by the Board office [18].