威高骨科: 董事会议事规则

Core Points - The document outlines the governance structure and operational rules of Shandong Weigao Orthopedic Materials Co., Ltd, emphasizing the responsibilities and powers of the board of directors [1][2][3] Board Composition - The board of directors is the executive body of the shareholders' meeting, responsible for executing resolutions and reporting work to the shareholders [2][3] - The board consists of several directors, including one chairman, and directors do not need to hold shares in the company [4][5] Board Powers - The board has the authority to convene shareholder meetings, execute resolutions, decide on business plans and investment proposals, and formulate profit distribution plans [10][11] - It can also propose amendments to the company’s articles of association and appoint or dismiss senior management [10][12] Transaction Approval - Certain transactions require board approval if they exceed specified thresholds, such as asset totals or transaction amounts that exceed 10% of the company's audited total assets [5][6] - Transactions involving related parties must also be approved by the board if they exceed 1% of total assets or market value [14] Independent Directors - The company must have independent directors, who should constitute at least one-third of the board, including at least one accounting professional [9][10] - Independent directors must meet specific independence criteria and possess relevant experience [9] Board Meetings - The board must hold at least two meetings annually, with proper notice given to all directors [20][21] - Decisions require a majority vote from attending directors, and specific procedures are in place for handling conflicts of interest [26][27] Specialized Committees - The board may establish specialized committees, such as an audit committee, which must include a majority of independent directors [30][31] - These committees have defined responsibilities, including overseeing audits and evaluating financial information [33][34] Secretary of the Board - The company must appoint a board secretary responsible for assisting in daily operations, organizing meetings, and ensuring compliance with legal requirements [36][37] - The board secretary can be a senior management member but cannot be a registered accountant or lawyer from the company’s auditing firm [38]