银座股份: 银座集团股份有限公司董事会议事规则

Core Points - The article outlines the rules governing the board of directors of Yinzuo Group Co., Ltd., aimed at standardizing decision-making processes and protecting shareholder rights [1][17] - The board consists of 7 directors, including a chairman and potentially a vice-chairman, and is responsible for the company's operational decisions [2][3] - Various specialized committees are established within the board, including an audit committee, a strategy and ESG committee, a nomination committee, and a compensation and assessment committee [4][2] Board Structure and Responsibilities - The board is a permanent decision-making body that executes the resolutions of the shareholders' meeting and manages the company within the legal framework [2][1] - The audit committee comprises 3 members, including 2 independent directors, with a focus on ensuring compliance and financial integrity [2][4] - The board has specific powers, including making decisions on asset valuations and related transactions, with limits set at 30% of total assets or 50% of net assets, depending on the context [5][2] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for both regular and temporary meetings [3][5] - Meeting proposals are to be prepared by the board office after consulting with directors, and the chairman has the authority to call meetings [3][4] - Notifications for meetings must be sent out in advance, with specific time frames for regular and temporary meetings [12][5] Voting and Decision-Making - Decisions require a majority of directors present, and specific rules govern the voting process, including the need for clear proposals and the prohibition of voting on unlisted items [11][19] - Directors must avoid conflicts of interest and are required to abstain from voting on matters where they have a personal stake [12][13] - The board's resolutions must be executed in accordance with the company's articles of association and relevant laws [13][26] Documentation and Record-Keeping - Detailed records of meetings, including attendance, proposals, and voting outcomes, must be maintained for a minimum of ten years [30][35] - The board secretary is responsible for ensuring that all documentation related to meetings is properly archived and accessible [35][36] - Confidentiality regarding board resolutions is mandated until official announcements are made [33][36]