CMES(SH:601872) Zheng Quan Zhi Xing·2025-08-27 16:40General Provisions - The company aims to improve its corporate governance structure and ensure the board of directors operates independently and effectively, based on relevant laws and regulations [1][2] - The board of directors is established as the company's decision-making body, exercising its powers according to the Company Law and the company's articles of association [1][2] Composition and Subcommittees of the Board - The board consists of 12 directors, including 4 independent directors and 8 non-independent directors, with a chairman and possibly a vice-chairman [2] - The board has established an audit committee, which consists of at least 3 directors who are not senior management, with a majority being independent directors [2][3] - Specialized committees such as the strategic development committee, nomination committee, remuneration and assessment committee, and ESG committee are set up to provide advice to the board [2][3] Responsibilities of the Board - The board is responsible for major decisions including significant acquisitions, share repurchases, and changes in company structure [6][7] - The board must approve transactions that meet certain thresholds, such as those involving assets over 10% of total assets or net assets [8][9] Chairman's Role - The chairman presides over shareholder meetings and board meetings, supervises the execution of board resolutions, and has the authority to sign important company documents [12] Board Meeting Procedures - Board meetings can be regular or temporary, with regular meetings held at least four times a year [24] - Proposals for temporary meetings can be made by shareholders holding over 10% of voting rights or by one-third of the directors [21][24] Voting and Decision-Making - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be made by a majority vote [31][42] - Independent directors must not vote on matters where they have a conflict of interest [36][40] Documentation and Disclosure - Board meetings must be recorded, and records should include details such as meeting dates, attendees, and resolutions passed [48][51] - The board secretary is responsible for ensuring compliance with disclosure obligations and maintaining confidentiality regarding board resolutions [53][27] Effectiveness and Amendments - The rules will take effect upon approval by the shareholders and can be amended by the board for further review [54][57]