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华友钴业: 董事会议事规则

Core Points - The document outlines the rules and procedures for the board of directors to enhance governance and decision-making efficiency in accordance with relevant laws and regulations [1][16] - The board of directors is responsible for the company's management and must report to the shareholders' meeting [1][2] Group 1: Board Authority - The board has the authority to manage daily transactions exceeding 50% of total audited assets or 50% of audited revenue, with absolute amounts over 500 million [1][2] - Financial assistance provided by the company requires approval from more than half of the directors and must be disclosed [1][2] - External guarantees and related transactions must follow the company's established procedures [2][2] Group 2: Meeting Procedures - The board must hold at least two regular meetings annually [4] - Proposals for regular meetings should be formed after consulting all directors and submitted to the chairman for drafting [4][5] - Emergency meetings can be called under specific circumstances, such as a proposal from independent directors [6][7] Group 3: Voting and Decision-Making - Board meetings require the presence of more than half of the directors to be valid [12] - Voting is conducted by a show of hands or named voting, with options for approval, disapproval, or abstention [18][19] - Decisions require a majority of the directors present, with specific rules for related party transactions [11][21] Group 4: Documentation and Record-Keeping - Meeting records must include details such as attendees, proposals discussed, and voting results [13][14] - The board secretary is responsible for maintaining meeting archives for ten years [30] - Any resolutions made must be announced in accordance with stock exchange regulations [28]