新农开发: 新疆塔里木农业综合开发股份有限公司董事会议事规则（草案）

Core Points - The document outlines the rules for the board of directors of Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][18] - The board is responsible for major company decisions and must consult the company's party committee beforehand [3][5] - The board consists of seven directors, including a chairman and potentially a vice-chairman, with independent directors making up at least half of certain committees [6][3] Governance Structure - The board has four specialized committees: Strategy Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee, with independent directors holding a majority in the latter three [3][6] - The board has the authority to make significant decisions regarding capital changes, mergers, acquisitions, and internal management [8][6] Meeting Procedures - The board must hold at least two meetings annually, with provisions for both regular and temporary meetings [12][13] - Meeting notifications must be sent out in advance, detailing the agenda and other relevant information [7][8] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [22][30] Voting and Decision-Making - Directors must express clear opinions on proposals, and voting can be conducted through various methods, including in-person and electronic means [10][28] - Proposals that do not pass cannot be reconsidered within one month unless significant changes occur [34] - Directors must recuse themselves from voting on matters where they have a conflict of interest [31][13] Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting results, and must be signed by attending directors [15][39] - The board secretary is responsible for maintaining all meeting documentation for a period of ten years [42][17]