美迪西: 美迪西：董事会议事规则（2025年8月修订）

General Principles - The rules are established to improve the corporate governance structure, regulate the board's operations, enhance decision-making efficiency, and ensure legal rights are exercised according to relevant laws and regulations [3][4] - The company has a board of directors accountable to the shareholders' meeting [3] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors and 1 employee representative [4] - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [5][6] - Directors are elected by the shareholders' meeting and serve a term of three years, with the possibility of re-election [5][7] Duties and Responsibilities of Directors - Directors have fiduciary duties to avoid conflicts of interest and must not exploit their positions for personal gain [10][11] - Directors are required to act diligently and in the best interests of the company, ensuring compliance with laws and regulations [8][9] Board Meetings - The board must hold at least two meetings annually, with proper notice given to all directors [15][16] - A quorum for meetings requires the presence of more than half of the directors, and decisions must be made by a majority vote [31][32] Committees and Special Functions - The board has established several committees, including an audit committee, a strategy committee, and a nomination committee, which report to the board [12][13] - The board secretary is responsible for organizing meetings, maintaining records, and ensuring compliance with disclosure requirements [12][20] Decision-Making Procedures - The board must follow strict procedures for approving significant transactions, including investments and related party transactions, which require shareholder approval if they exceed certain thresholds [10][11][14] - Directors must disclose any conflicts of interest and abstain from voting on related matters [21][22] Amendments and Effectiveness - These rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [27][28]