电光科技: 电光防爆科技股份有限公司董事会议事规则

General Principles - The purpose of the rules is to standardize the decision-making process of the board of directors and improve the efficiency and scientific level of decision-making [1][2] - The board of directors is the decision-making body responsible for the company's development goals and major operational activities [1][2] Board Powers - The board has the authority to convene shareholder meetings, execute resolutions, decide on operational plans, and formulate financial budgets [1][2] - The board is responsible for major acquisitions, capital changes, and internal management structure [1][2] Chairman's Powers - The chairman presides over shareholder and board meetings, supervises the execution of board resolutions, and has special disposal rights in emergencies [2][3] - The board must collectively decide on significant matters rather than allowing the chairman or individual directors to make unilateral decisions [2][3] Specialized Committees - The board establishes four specialized committees: Strategic Committee, Audit Committee, Compensation and Assessment Committee, and Nomination Committee [3][4] - Each committee is responsible for specific areas such as long-term strategy, financial information review, and executive compensation [4][5] Meeting Procedures - Board meetings must be convened by the chairman, with at least two meetings held annually [6][7] - Shareholders and directors can propose temporary meetings, which must be convened within ten days of the proposal [6][7] Voting and Decision-Making - Board meetings require the presence of more than half of the directors to be valid, and decisions are made by a one-vote-per-person system [9][12] - Decisions regarding related party transactions must be approved by a majority of disinterested directors [12][29] Documentation and Record-Keeping - Board resolutions must be documented in writing, signed by attending directors, and kept for at least twenty years [12][13] - Meeting records should include details such as date, attendees, agenda, and voting results [13][36] Major Decision-Making Procedures - The president and board secretary are nominated by the chairman and must be approved by the board [14][15] - For significant external investments or asset transactions, feasibility studies must be conducted and submitted to the board for approval [14][15]