General Principles - The rules aim to improve the efficiency and scientific decision-making of the board of directors of Broadcom Integrated Circuit (Shanghai) Co., Ltd. [2] - The company is governed by the Company Law, Securities Law, and relevant regulations from the Shanghai Stock Exchange [2] Board Composition and Responsibilities - The board consists of seven directors, including one chairman, elected by a majority of the board [3] - The board has various responsibilities, including convening shareholder meetings, executing resolutions, and deciding on operational plans and investment proposals [3][4] Meeting Procedures - The board must hold at least two regular meetings each year, with the ability to convene temporary meetings upon request from shareholders or directors [5] - Meeting notifications must be sent out in advance, with specific requirements for both regular and temporary meetings [7][8] Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions are made by a majority vote [8][11] - Directors must attend meetings in person or delegate their voting rights through a written proxy [9][11] Record Keeping - Meeting records must be accurate and include details such as attendees, agenda, and voting results [30][31] - The board secretary is responsible for maintaining meeting archives for ten years [35] Confidentiality and Compliance - All participants in board meetings are obligated to maintain confidentiality regarding the decisions made [34] - The rules are subject to national laws and regulations, and any conflicts will defer to the applicable legal standards [36]
博通集成: 博通集成董事会议事规则