ZMNY(SH:600163) Zheng Quan Zhi Xing·2025-08-27 08:13General Principles - The rules aim to standardize the board's decision-making processes and improve operational efficiency based on relevant laws and regulations [1][2] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [1][2] Composition and Powers of the Board - The board consists of 9 directors, including 1 chairman and 1 vice-chairman, with a term of three years [2][3] - Independent directors have a duty to act in the best interests of the company and all shareholders, ensuring decision-making and supervision [2][3] - The board has four specialized committees: strategy, audit, nomination, and remuneration, all chaired by independent directors [2][3] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening them [3][4] - Temporary meetings can be called under specific circumstances, such as shareholder or director proposals [4][5] - A quorum requires the presence of more than half of the directors [6][7] Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for related party transactions and conflicts of interest [9][10] - Directors must report any conflicts and abstain from voting on related matters [10][11] - Meeting records must be maintained for 10 years, including details of attendance and voting outcomes [11][12]