怡合达: 董事会议事规则

Core Points - The company has established rules for the board of directors to enhance decision-making efficiency and ensure compliance with relevant laws and regulations [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of 8 directors, including 1 chairman, 1 employee director, and 3 independent directors, with a term of three years [1][2] - The board is responsible for convening shareholder meetings, executing resolutions, and making key operational and investment decisions [2][4] - The board has the authority to establish specialized committees, such as audit, nomination, and remuneration committees, with independent directors in majority roles [2][3] Group 2: Decision-Making and Voting Procedures - The board must convene at least two meetings annually, with the chairman responsible for notifying all directors [6][7] - Decisions require a majority vote from attending directors, and specific transactions exceeding certain thresholds must be approved by the board and, if necessary, by the shareholders [4][5][14] - Directors must avoid conflicts of interest during voting, and any related party transactions above specified amounts require additional scrutiny and approval [5][15] Group 3: Meeting Protocols and Documentation - Meeting notifications must include date, location, agenda, and must be communicated in advance [7][11] - Minutes of the meetings must be recorded, detailing attendance, discussions, and voting outcomes, and must be signed by the participating directors [16][17] - The board secretary is responsible for maintaining meeting records for ten years [17][18]