华测导航: 董事会议事规则

Core Points - The document outlines the rules for the board of directors of Shanghai Huace Navigation Technology Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][12] - It specifies the frequency of meetings, proposal procedures, and voting mechanisms to ensure effective governance [2][3] Group 1: Meeting Procedures - The board must hold at least two regular meetings annually, with the secretary responsible for daily affairs [2][3] - Proposals for regular meetings must be formed after consulting all directors, and the chairman can request modifications if necessary [2][3] - Emergency meetings can be called under specific circumstances, with proposals needing to be submitted in writing [5][6] Group 2: Notification and Attendance - Notifications for regular and emergency meetings must be sent out ten and five days in advance, respectively, with confirmation required for non-direct delivery [8][9] - A quorum for meetings requires the presence of more than half of the directors, and the general manager and secretary must attend [11][12] - Directors are expected to attend in person, but can delegate their voting rights under certain conditions [4][11] Group 3: Voting and Decision-Making - Voting is conducted by a show of hands or named ballot, with each director having one vote [17][19] - Decisions require a majority of the directors present, and specific matters may require a higher threshold [19][20] - Directors must abstain from voting on matters where they have a conflict of interest [20][21] Group 4: Documentation and Record-Keeping - Meeting records must include details such as date, attendees, agenda, and voting results [26][29] - Records must be signed by attending directors, and any dissenting opinions can be noted [27][28] - Meeting documentation must be preserved for at least ten years [29][30]