General Provisions - The company establishes rules to ensure the smooth operation of the board of directors and decision-making processes, in accordance with relevant laws and regulations [1] - The board of directors is a permanent institution responsible to the shareholders' meeting [1] Director Qualifications and Responsibilities - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [2][3] - Directors have a duty of loyalty to the company, which includes avoiding conflicts of interest and not misappropriating company assets [3] Director Appointment and Term - Directors are elected by the shareholders' meeting for a term of three years and may be re-elected [2] - If a director resigns, they must submit a written resignation report, which takes effect upon receipt by the company [7] Board Structure and Meetings - The board consists of nine directors, including one chairman and three independent directors, with at least one being a professional accountant [11] - The board must hold at least two meetings annually, and special meetings can be called under certain conditions [14] Voting and Decision-Making - Decisions require a majority vote from the attending directors, and each director has one vote [39] - The board must ensure that decisions are made in compliance with legal and regulatory requirements [19] Committees and Responsibilities - The board has established committees, including an audit committee and a nomination committee, which are responsible for specific tasks and report to the board [32] - The board is responsible for major decisions, including financial reporting and corporate governance [12][19] Compliance and Amendments - The rules must comply with national laws and regulations, and any inconsistencies will defer to those laws [24] - The rules take effect upon approval by the shareholders' meeting and can be amended similarly [24]
德冠新材: 董事会议事规则