浙海德曼: 浙海德曼董事会议事规则（202508）

General Principles - The company establishes rules to standardize the board's decision-making processes and enhance operational efficiency [2] - The board is responsible for the company's development goals and major operational activities, acting in the interest of shareholders [2][3] Board Composition and Committees - The board consists of eight directors, including three independent directors [3] - The board has four specialized committees: Strategic Committee, Nomination Committee, Compensation and Assessment Committee, and Audit Committee [3][4] Board Meetings - The board must hold at least two regular meetings annually, with notifications sent ten days in advance for regular meetings and five days for temporary meetings [4][6] - A temporary meeting can be called urgently, with notifications made via phone or other means [4][6] Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions must be approved by a majority [7][12] - Voting can occur in person or through electronic means, ensuring all directors can express their opinions [7][10] Meeting Records - The board secretary is responsible for recording meeting minutes, which must include details such as date, attendees, agenda, and voting results [14][15] - Meeting records must be accurate and preserved for at least ten years [15][36] Compliance and Amendments - The rules must comply with national laws and regulations, and any amendments require approval from the shareholders' meeting [17][40]