中央商场: 南京中央商场（集团）股份有限公司董事会议事规则

General Principles - The rules aim to standardize the decision-making process of the board of directors and enhance its operational efficiency and scientific decision-making level [1][2] - The board of directors is a permanent institution responsible for business leadership and decision-making, directly accountable to the shareholders [1][3] Board of Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [4][5] - Directors are elected by the shareholders for a term of three years and may be re-elected [4][6] - Directors have a duty of loyalty to the company, which includes avoiding conflicts of interest and not misusing their position for personal gain [5][6] Responsibilities of the Board - The board is responsible for convening shareholder meetings, reporting on work, and making significant decisions regarding company operations, including mergers and acquisitions [8][9] - The board must establish strict review and decision-making procedures for external investments and significant transactions [10][11] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [13][14] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [36][37] Decision-Making and Voting - Directors must disclose any conflicts of interest and abstain from voting on related matters [49][50] - Voting can be conducted through various means, including written ballots and electronic methods, ensuring that all directors can express their opinions [52][53] Record Keeping - Meeting minutes must be recorded, detailing attendance, agenda items, and voting results, and must be preserved for at least ten years [60][61] - Directors have the right to request that their statements during meetings be recorded [62][63] Amendments and Interpretations - The rules can be amended based on relevant laws and regulations, and the board is responsible for their interpretation [67][68]