Core Points - The company has established rules to regulate the decision-making process and meeting procedures of its board of directors to enhance governance and operational efficiency [1][15] - The board consists of 7 directors, including 3 independent directors and 1 employee representative, with a term of 3 years [3][4] - The chairman of the board is elected by a majority of the directors and serves as the legal representative of the company [2][4] Board Composition and Structure - The board is composed of 7 directors, including 3 independent directors and 1 employee representative [3] - The board has established four specialized committees: Strategy Committee, Nomination Committee, Compensation and Assessment Committee, and Audit Committee, with independent directors holding a majority in the latter three [2][4] Board Responsibilities - The board is responsible for convening shareholder meetings, reporting on its work, and executing shareholder resolutions [10] - It has the authority to formulate annual profit distribution plans, manage external investments, and appoint or dismiss senior management [10][11] Meeting Procedures - The board must hold at least two meetings annually, with notifications sent out 10 days in advance for regular meetings and 3 days for temporary meetings [5][12] - A quorum requires the presence of more than half of the directors, and decisions must be approved by a majority [21][31] Proposal and Voting Process - Proposals can be submitted by the chairman, shareholders with over 1/10 voting rights, or a third of the directors [17] - Proposals must be submitted in writing and include specific details about the agenda and decision items [18][19] Documentation and Record Keeping - The board secretary is responsible for organizing meetings, maintaining records, and ensuring compliance with disclosure requirements [3][36] - Meeting records must include details such as date, attendees, agenda, and voting results, and must be preserved for 10 years [14][37]
欧圣电气: 董事会议事规则