内蒙新华: 内蒙古新华发行集团股份有限公司董事会议事规则

General Provisions - The rules are established to standardize the decision-making process of the board of directors of Inner Mongolia Xinhua Publishing Group Co., Ltd. and to enhance the board's operational and decision-making capabilities [1][2] - The board of directors is the company's decision-making body and is accountable to the shareholders' meeting [1][2] Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, determine business plans and investment proposals, and formulate annual financial budgets and profit distribution plans [2][3] - The board is responsible for major acquisitions, capital changes, and external investments, and must ensure that transactions do not harm the interests of the company and its shareholders [2][4] Board Composition - The board consists of 9 directors, including 6 non-independent directors (one of whom is a representative of employees) and 3 independent directors [12][13] - Directors must possess the necessary knowledge, skills, and qualities to fulfill their duties [12] Director Responsibilities - Directors are required to act in good faith, avoid conflicts of interest, and not misuse their positions for personal gain [12][13] - Directors must attend meetings, participate in decision-making, and ensure the accuracy of the company's disclosures [14][15] Meeting Procedures - The board meetings can be regular or temporary, with regular meetings held at least twice a year [17][18] - Meeting notifications must be sent in advance, and a quorum requires the presence of more than half of the directors [26][46] Decision-Making Process - Decisions are made through voting, requiring a majority of the attending directors to agree [33][34] - Directors with conflicts of interest must abstain from voting on related matters [33][34] Record Keeping - Meeting minutes must accurately reflect the discussions and decisions made, and dissenting opinions should be recorded [36][37] - All meeting records must be maintained for at least 10 years [37] Execution of Resolutions - The chairman is responsible for organizing the execution of board resolutions and ensuring compliance [72][73] - Directors who oppose resolutions must still comply with the board's decisions unless they formally resign [73][74]