嘉元科技: 广东嘉元科技股份有限公司董事会议事规则

Core Points - The governance structure of Guangdong Jiayuan Technology Co., Ltd. is outlined in a comprehensive compilation of rules, emphasizing the responsibilities and authority of the board of directors [3][4][28] - The board consists of 9 directors, including 3 independent directors and 1 employee representative, ensuring a diverse governance framework [3][4] - The board is responsible for major operational decisions, including the company's development goals and significant business activities [3][4] Board Composition - The board is composed of 9 members, with a majority being independent directors, which enhances oversight and governance [3][4] - The chairman is elected by a majority of the board members, ensuring democratic leadership within the board [3][4] Board Authority - The board has the authority to convene shareholder meetings, execute resolutions, and make decisions on operational plans and investment strategies [3][4][8] - Specific decisions, such as financial guarantees and significant transactions, require a supermajority of board members to ensure thorough scrutiny [5][6][9] Meeting Procedures - The board must hold at least two regular meetings annually, with proper notice given to all members [7][13] - Meetings can be conducted in person or through non-traditional means, such as video conferencing, to accommodate all directors [21][27] Decision-Making Process - Proposals must be clear and within the board's authority, with a requirement for majority approval for decisions to be valid [22][29] - The board must maintain detailed records of meetings, including attendance and voting outcomes, to ensure transparency and accountability [25][27] Compliance and Reporting - The board is tasked with ensuring compliance with relevant laws and regulations, as well as the company's articles of association [3][4][36] - The chairman is responsible for overseeing the implementation of board decisions and reporting on their execution in subsequent meetings [36][37]