美诺华: 宁波美诺华药业股份有限公司董事、高级管理人员行为准则

Core Points - The document outlines the code of conduct for the board of directors and senior management of Ningbo Meinuo Pharmaceutical Co., Ltd, aiming to standardize behavior and enhance corporate governance [1][2][3] Group 1: General Principles - The code is established to ensure compliance with laws, regulations, and the company's articles of association, emphasizing the importance of loyalty and diligence in fulfilling duties [1] - Directors and senior management are required to protect the interests of the company and all shareholders, maintain confidentiality, and avoid conflicts of interest [1][2] Group 2: Duties of Directors and Senior Management - Directors must treat all shareholders fairly, safeguard company assets, and not exploit their positions for personal gain [2][3] - They are obligated to attend board meetings personally or appoint a trusted representative with clear instructions, ensuring accountability [4][5] Group 3: Independent Directors - Independent directors must act independently and fairly, focusing on protecting the interests of minority shareholders and ensuring compliance with regulations [2][3] Group 4: Decision-Making and Reporting - Directors are required to thoroughly review materials before making decisions, ensuring that they understand the implications and risks involved [3][4] - They must report any significant changes or risks that could affect the implementation of board resolutions [5][6] Group 5: Financial Responsibilities - The financial officer is directly responsible for the preparation and disclosure of financial reports, ensuring the company's financial independence and integrity [7][8] - Any irregularities or potential violations must be reported to the board promptly [8][9] Group 6: Appointment and Resignation of Directors - Directors are elected for a term not exceeding three years and can be re-elected, with specific conditions under which they may be disqualified from serving [10][11] - Resignation procedures are outlined, ensuring that the board maintains its required composition [12][13]