埃科光电: 董事会议事规则

Core Points - The document outlines the rules governing the board of directors of Hefei Aiko Optoelectronics Technology Co., Ltd, aiming to enhance decision-making efficiency and compliance with relevant laws and regulations [1][15]. Group 1: Board Composition and Responsibilities - The board must include one employee representative, elected by the employees, while other directors are elected by the shareholders [2]. - Directors are required to adhere to legal obligations and avoid conflicts of interest, ensuring that personal gains do not interfere with company interests [4][5]. - Directors have a duty of diligence, which includes acting in the best interest of the company and ensuring compliance with laws and regulations [5][6]. Group 2: Board Meetings and Decision-Making - The board must meet at least twice a year, with meetings called by the chairman, who is elected by a majority of the board [8][9]. - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made through various voting methods [12][29]. - Directors must declare any conflicts of interest and abstain from voting on related matters to ensure fair decision-making [13][30]. Group 3: Accountability and Record-Keeping - Meeting minutes must be recorded and maintained for at least ten years, detailing attendance, discussions, and voting outcomes [14][38]. - Directors are held accountable for decisions made during meetings, and those who agree to decisions that violate laws or regulations may face liability [14][39]. - The rules are subject to interpretation by the board and must align with the company's articles of association [15][42].