振华风光: 贵州振华风光半导体股份有限公司董事会议事规则

Core Points - The document outlines the rules for the board of directors of Guizhou Zhenhua Wind Power Semiconductor Co., Ltd, aiming to enhance governance structure and decision-making processes [1][2] - The board is accountable to the shareholders and operates within the framework of the Company Law and the company's articles of association [1][2] Chapter Summaries Chapter 1: General Principles - The board of directors is responsible for decision-making within the limits set by the Company Law and the company's articles of association [1] - Board meetings are categorized into regular and temporary meetings, with regular meetings held twice a year [1] Chapter 2: Meeting Notifications - Notifications for regular meetings must be sent at least ten days in advance, while temporary meetings require a three-day notice [2] - All relevant materials must be provided to board members prior to meetings [2] Chapter 3: Voting Procedures - Decisions require a majority vote from all directors, with specific rules for external guarantees requiring a two-thirds majority [3] - Directors must attend meetings in person or delegate their voting rights through a written proxy [3] Chapter 4: Implementation of Resolutions - The general manager is responsible for executing board resolutions and reporting on their implementation [4] - The board monitors the execution of its decisions and holds individuals accountable for any breaches [4] Chapter 5: Meeting Records - Detailed records of meetings must be kept, including attendance, agenda, and voting results [6] - Meeting records must be preserved for at least ten years [6] Chapter 6: Board Authorization - The chairman exercises powers granted by the board during its recess, while the general manager acts according to the articles of association [7] Chapter 7: Supplementary Provisions - The rules serve as an attachment to the company's articles of association and must align with relevant laws [7]