欧菲光: 董事会议事规则（2025年7月）

Core Points - The document outlines the rules for the board of directors of O-Film Group Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][12] - It specifies the structure and responsibilities of the board office, including the role of the board secretary [1][2] - The rules detail the requirements for regular and temporary meetings, including notification timelines and content [2][5] - It emphasizes the importance of personal attendance by directors and outlines the conditions under which proxies may be used [10][11] - The document establishes procedures for meeting discussions, voting, and the recording of minutes and resolutions [13][17][24] Meeting Procedures - The board must hold at least two regular meetings each year, one in each half [1] - Temporary meetings can be called under specific circumstances, such as shareholder requests or proposals from the audit committee [3][4] - Meeting notifications must be sent out in advance, with specific content requirements [2][6] - Changes to meeting details must be communicated at least three days prior to regular meetings [5] Voting and Decision-Making - Decisions require a majority vote from the board members present, with specific rules for abstentions and conflicts of interest [17][19] - Proposals that are not approved cannot be reconsidered within a month unless significant changes occur [20] - The document outlines the process for recording votes and the responsibilities of the board secretary in maintaining meeting records [8][24] Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting outcomes [11][26] - The board secretary is responsible for preserving all meeting documentation for a period of ten years [27][12] - Any discrepancies in meeting records must be addressed by the directors at the time of signing [25]