Core Points - The document outlines the rules and procedures for the board of directors of 日禾戎美股份有限公司, aiming to enhance governance and decision-making efficiency [1][2][17] - The board consists of five directors, including two independent directors and one employee representative, and is accountable to the shareholders [12][11] - Directors are elected for a term of three years and can be re-elected, with specific conditions for resignation and replacement [4][9] Group 1: Board Structure and Responsibilities - The board must ensure compliance with laws and the company's articles of association, treating all shareholders fairly [1][2] - Directors are required to attend meetings in person or delegate their voting rights, with specific rules governing attendance and representation [24][25] - The board has the authority to make significant decisions regarding the company's operations, including financial planning, capital changes, and major acquisitions [12][13] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with specific notice requirements for each type [18][21] - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [28][43] - Detailed records of meetings must be kept, including attendance, agenda, and voting results, which are to be preserved for at least ten years [15][49] Group 3: Committees and Oversight - The board establishes specialized committees, including audit, nomination, compensation, and strategic committees, to enhance governance [15][3] - Committees are composed of directors, with independent directors holding a majority in certain committees [3][15] - The board is responsible for overseeing the implementation of its decisions and ensuring accountability among directors [10][50]
戎美股份: 董事会议事规则