粤 传 媒: 董事会议事规则

General Principles - The company aims to standardize its operations, enhance the independence and effectiveness of the board of directors, and ensure efficient decision-making processes [1] - The rules are formulated based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the Shenzhen Stock Exchange listing rules [1] Board of Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [3] - The election and replacement of directors must follow a transparent and fair process, with a term of three years, and independent directors cannot serve more than six consecutive years [4][5] - Directors are required to submit written resignation reports and must continue to fulfill their duties until a replacement is appointed [5] Responsibilities and Duties - Directors must act in the best interests of the company and its shareholders, avoiding conflicts of interest and ensuring compliance with laws and regulations [9][10] - Directors are obligated to maintain confidentiality regarding company secrets even after their term ends [5][10] - The board of directors is responsible for making key operational decisions, including business plans, profit distribution, and major investments [15] Committees - The board establishes specialized committees, such as the audit committee and the remuneration committee, to oversee specific areas of governance [21][22] - The audit committee is tasked with reviewing financial information and supervising internal controls, while the remuneration committee handles the evaluation and compensation of directors and senior management [22][24] Meetings and Decision-Making - The board must hold at least two meetings annually, with proper notice given to all directors [25] - Decisions require a majority vote from attending directors, and directors with conflicts of interest must abstain from voting on related matters [25][34] - The board is encouraged to consider the opinions of all directors and must document dissenting opinions in meeting records [34][35]