杭钢股份: 杭州钢铁股份有限公司董事会议事规则

Core Points - The document outlines the governance structure and operational rules for Hangzhou Steel Co., Ltd, focusing on the board of directors' responsibilities and decision-making processes [1][2][3]. Group 1: Board Structure and Composition - The board consists of 9 directors, including 3 independent directors and 1 employee representative [1]. - The board has established several committees, including a strategy committee, audit committee, nomination committee, compensation and assessment committee, and investor relations management committee [1]. - The board secretary is responsible for preparing meetings, managing documents, and handling information disclosure [2]. Group 2: Director Qualifications and Responsibilities - Directors must meet specific qualifications, including the ability to safeguard shareholder interests and possess relevant work experience [4][5]. - The chairman and vice-chairman of the board are elected from among the directors [4]. - The chairman has various responsibilities, including presiding over meetings and ensuring the execution of board resolutions [5]. Group 3: Decision-Making Authority - The board has the authority to make significant decisions regarding mergers, acquisitions, and changes in company structure [8]. - The board must seek the opinions of the party organization before making major decisions [8]. - Investment decisions exceeding 10% of the company's latest audited net assets require board approval, while those below this threshold can be decided by the general manager [9][12]. Group 4: Meeting Procedures - The board must meet at least twice a year, with meetings called by the chairman [23]. - A quorum for meetings requires the presence of more than half of the directors [16]. - Decisions are made through voting, with each director having one vote [38]. Group 5: Record Keeping and Compliance - Meeting records must include details such as the date, attendees, agenda, and voting results [44]. - The board is responsible for ensuring compliance with laws and regulations while maintaining confidentiality regarding meeting resolutions [42][46]. - Any unresolved matters should adhere to relevant laws and the company's articles of association [47].