沈阳化工: 沈阳化工股份有限公司董事会议事规则

Core Points - The document outlines the rules for the board of directors of Shenyang Chemical Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][3][4] Group 1: General Principles - The board of directors is established as a permanent decision-making body responsible for the company's management and accountable to the shareholders [2] - The rules are formulated based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] Group 2: Composition of the Board - The board consists of 9 directors, including a chairman and potentially a vice-chairman, with a term of three years [2][3] - At least one-third of the board members must be independent directors, including at least one accounting professional [2][3] Group 3: Responsibilities of the Board - The board has the authority to make significant decisions regarding capital increases, mergers, acquisitions, and other major corporate actions [5][6] - The board is responsible for appointing and dismissing senior management and overseeing their remuneration [5][6] Group 4: Meetings - The board must hold at least two regular meetings each year, one in the first half and one in the second half [9] - Special meetings can be called under specific circumstances, such as shareholder requests or proposals from the audit committee [10][11] Group 5: Decision-Making Process - Decisions require a majority vote from the attending directors, with specific rules for abstentions and conflicts of interest [14][15] - The board must ensure that all proposals are clearly defined and that adequate materials are provided for discussion [14][15] Group 6: Documentation and Record-Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results [31][32] - The board secretary is responsible for maintaining all documentation related to board meetings for a minimum of ten years [36]