海峡股份: 《海南海峡航运股份有限公司董事会议事规则》修订说明

Core Points - The company has revised its board structure, including the number of directors and their qualifications, to enhance governance and accountability [1][2][4] - The board will consist of 11 directors, including 4 independent directors, with one independent director being a professional accountant [1][2] - The term for directors is set at three years, with the possibility of re-election, and they can only be removed by the shareholders' meeting under justified circumstances [1][2][4] Governance Structure - The board of directors is responsible for major company decisions and must report to the shareholders' meeting [1][2] - The board will have the authority to convene shareholder meetings and execute resolutions passed by the shareholders [2][4] - The board is tasked with formulating the company's annual financial budget and investment plans [2][4] Investment and Financial Management - The board will decide on the company's operational plans, investment strategies, and financial allocations [2][4] - Specific thresholds for investment approvals have been established, such as a single investment limit of 100 million yuan for non-financial equity investments within the annual plan [4][5] - The board must seek shareholder approval for significant transactions exceeding its authorized limits [4][5] Independent Directors' Role - Independent directors are granted special powers, including the ability to conduct audits and propose meetings to protect minority shareholders' interests [6][8] - They are also responsible for providing independent opinions on matters that may harm the company or minority shareholders [6][8] Meeting Procedures - Board meetings must be held with a quorum of at least half of the directors present, and meetings can be conducted in various formats, including in-person and virtual [9][10] - The notice for board meetings must be sent at least 10 working days in advance for regular meetings and 2 days for emergency meetings [9][10] Documentation and Accountability - All board meetings must be documented, and minutes should include key decisions and attendance [25][28] - Directors are required to sign the meeting minutes, and they have the right to request that their statements be recorded [25][28]