苏美达: 董事会议事规则（2025年8月修订）

Core Points - The document outlines the rules for the board of directors of Sumida Co., Ltd., aiming to standardize meeting procedures and decision-making processes [1] - The company’s party committee plays a leading role in discussing and deciding major issues before the board makes decisions [2] - The board of directors is required to hold four regular meetings annually, with at least one in each half of the year [1][2] Group 1 - The board office is responsible for handling daily affairs and managing the board's documentation [1] - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [2][3] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or directors [2][3] Group 2 - Meeting notifications must be sent out in advance, with ten days for regular meetings and three days for temporary meetings [3][4] - The chairman or vice-chairman is responsible for convening and presiding over meetings [4][5] - A quorum of more than half of the directors is required for meetings to be valid [6] Group 3 - Directors are expected to attend meetings in person, but can delegate their voting rights under certain conditions [6][7] - Voting is conducted through various methods, including written and electronic means, ensuring each director has one vote [8][9] - Decisions require a majority vote from the attending directors, with specific rules for related party transactions [9][10] Group 4 - Meeting records must be kept, including attendance, proposals discussed, and voting results [11][12] - The board secretary is responsible for maintaining meeting archives for at least ten years [12] - The rules will take effect upon approval by the shareholders' meeting and will replace previous regulations [12]