Core Points - The company has established a Strategic Committee under the Board of Directors to enhance the scientific nature of its strategic planning and decision-making, ensuring sustainable development [1] - The Strategic Committee is responsible for researching long-term development strategies and major strategic investments, reporting to the Board of Directors [1][3] Chapter Summaries Chapter 1: General Provisions - The Strategic Committee is created to align with the company's strategic development needs and ensure the scientific nature of its development planning [1] - The committee's decisions must comply with relevant laws and the company's articles of association [1] Chapter 2: Composition - The committee consists of all company directors, with the Chairman serving as the convener [4] - If a committee member resigns or is removed, the Board must promptly supplement the committee [5] Chapter 3: Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on long-term development plans, operational goals, and major strategic investments [3] - The committee must track the implementation of its decisions and report to the Board [3] Chapter 4: Meeting Procedures - The committee is required to hold at least one meeting annually, with notifications sent three days in advance [4] - Meetings can be conducted in various formats, including in-person and remote [5] Chapter 5: Decision-Making Procedures - A quorum of two-thirds of committee members is required for meetings, and decisions are made by majority vote [6][7] - Members can delegate their voting rights to another member, but only one delegate is allowed per member [6] Chapter 6: Meeting Resolutions and Records - Resolutions are formed upon majority approval and must be documented and reported to the Board [9] - Meeting records must include essential details such as attendance and voting results [10] Chapter 7: Conflict of Interest - Members with a direct or indirect interest in meeting topics must disclose their interests and may need to abstain from voting [11] - The committee can still proceed with discussions if the quorum is met after excluding interested members [11] Chapter 8: Supplementary Provisions - The committee's rules are subject to national laws and the company's articles of association [48] - The Board of Directors is responsible for interpreting these rules [48]
财信发展: 董事会战略委员会工作细则