法兰泰克: 董事会议事规则

General Overview - The company establishes rules to clarify the responsibilities and authority of the board of directors, ensuring efficient operation and scientific decision-making [1][2] Board Responsibilities - The board of directors is a permanent institution responsible for executing shareholder resolutions and safeguarding the interests of the company and all shareholders [1] - The board must act within the scope defined by laws, regulations, and the company's articles of association, treating all shareholders fairly [1] Board Structure - The board includes a board office responsible for daily affairs, document management, and maintaining board seals [1][2] - A board secretary is appointed to prepare meetings, manage documents, and handle information disclosure [2] Meeting Procedures - The board holds two regular meetings annually to review annual and semi-annual performance [2][3] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or directors [3][4] Proposal Submission - Proposals for meetings must be clear and within the board's authority, with supporting materials submitted alongside [4][5] - The chairman has the discretion to determine whether to submit proposals for board review [5] Meeting Notifications - Regular meetings require a ten-day notice, while temporary meetings require a five-day notice, unless urgent circumstances arise [6][7] Meeting Conduct - Meetings are primarily held in person, but can also utilize video or telephonic means [9] - A quorum requires the presence of more than half of the directors [9][10] Voting Procedures - Voting is conducted by a show of hands or written ballots, with options for approval, disapproval, or abstention [12][13] - Decisions require a majority vote, with specific rules for related party transactions [14][15] Record Keeping - Meeting resolutions and records must be documented and signed by attending directors, with records maintained by the board secretary for ten years [15][16] Non-Physical Meeting Rules - Non-physical meetings must ensure clear communication among directors, with provisions for oral voting and subsequent written confirmation [17][18]