Core Points - The article outlines the rules for the Strategic Committee of Beijing Innotech Biotechnology Co., Ltd, aimed at enhancing the company's strategic development and decision-making processes [1][4][9] Group 1: General Provisions - The rules are established to adapt to the strategic development needs of the company, enhance core competitiveness, and improve decision-making quality [1] - The Strategic Committee is a specialized committee under the Board of Directors, responsible for researching and proposing recommendations on the company's long-term development strategy and major investment decisions [1][4] Group 2: Composition of the Committee - The Strategic Committee consists of three directors, including at least one independent director [3] - Members are nominated by the Chairman, a majority of independent directors, or more than one-third of all directors, and elected by the Board [3][4] - The term of the Strategic Committee aligns with that of the Board, and members who cease to be directors automatically lose their committee membership [4] Group 3: Responsibilities and Authority - The main responsibilities include understanding economic trends, evaluating strategic plans, and researching major investment and financing proposals [4] - The committee is tasked with checking the implementation of these matters and must submit proposals to the Board for review [4][5] - If the Board does not fully adopt the committee's recommendations, it must document the committee's opinions and reasons for non-adoption [5] Group 4: Committee Meetings - The Strategic Committee meets as needed, with a minimum of two members able to call for a meeting [5] - Meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [5][6] - The committee can invite company directors and senior management to attend meetings and may request relevant information from the company [6][7] Group 5: Confidentiality and Record Keeping - Members have a confidentiality obligation regarding meeting discussions and must not disclose information without authorization [8] - Meeting records must be kept for at least ten years, and independent directors' opinions should be documented [8][9]
英诺特: 北京英诺特生物技术股份有限公司董事会战略委员会议事规则(2025年8月修订)