莱斯信息: 莱斯信息董事会议事规则

Core Points - The document outlines the rules governing the board of directors of Nanjing Lais Information Technology Co., Ltd, aiming to clarify responsibilities, decision-making processes, and operational standards for effective governance [2][3][4]. Chapter Summaries Chapter 1: General Principles - The rules are established to ensure the board of directors operates within the framework of the Company Law and Securities Law of the People's Republic of China [2][3]. Chapter 2: Composition, Powers, and Qualifications of Directors - The board consists of 9 directors, including 1 chairman, 3 independent directors, and 1 employee director [3]. - The board has the authority to make significant decisions, including capital changes, mergers, acquisitions, and external investments [3][4]. Chapter 3: Chairman of the Board - The chairman is elected by a majority of the board and is responsible for convening meetings and ensuring the execution of board resolutions [8]. Chapter 4: Board Organization - The board appoints a secretary responsible for managing meetings, documentation, and information disclosure [10]. Chapter 5: Special Committees - The board establishes four special committees: Strategy, Nomination, Audit, and Remuneration and Assessment, each with specific responsibilities and a majority of independent directors [11][13][17]. Chapter 6: Board Proposals - Proposals for board meetings must align with legal and regulatory requirements and be submitted in advance [19]. Chapter 7: Meeting Convening - The board must hold at least four meetings annually, with specific procedures for calling and notifying members [21][22]. Chapter 8: Meeting Notifications - Notifications for meetings must be sent in advance, detailing the agenda and relevant materials [22][23]. Chapter 9: Meeting Procedures and Voting - Meetings require a quorum of over half the directors, and decisions are made based on majority votes [49][61]. Chapter 10: Meeting Records - Accurate records of meetings must be maintained, including attendance, discussions, and resolutions [66][67]. Chapter 11: Implementation of Resolutions - The chairman is responsible for ensuring the implementation of board resolutions and reporting on their status [72][73]. Chapter 12: Rule Amendments - The rules can be amended in response to changes in laws or company bylaws, requiring approval from the shareholders [74][76].