General Principles - The rules aim to standardize the decision-making process of the board of directors of Qianjiang Water Resources Development Co., Ltd. to enhance effective performance and scientific decision-making [1] - The board consists of eleven directors, including four independent directors, and is accountable to the shareholders' meeting [1] Responsibilities - The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's operational plans and investment proposals [6][7] - The board has the authority to decide on significant acquisitions, capital changes, and external investments within the limits set by the shareholders' meeting [6][7] Meeting Proposals and Notifications - The board holds regular meetings at least four times a year, with notifications sent ten days in advance [10] - Temporary meetings can be called under specific circumstances, with notifications sent five days prior [11][12] Meeting Procedures - Board meetings require the presence of more than half of the directors to be valid [18] - Directors must attend meetings in person or delegate their voting rights through a written proxy [19][20] Voting and Resolutions - Resolutions require a majority vote from the attending directors, with specific rules for abstentions and conflicts of interest [27][30] - Meeting records must be maintained, detailing attendance, proposals, discussions, and voting outcomes [34][35] Implementation of Resolutions - The general manager is responsible for implementing board resolutions, with the chairman overseeing the execution and reporting on progress in subsequent meetings [37]
钱江水利: 钱江水利开发股份有限公司董事会议事规则(2025年8月年修订)