江苏索普: 江苏索普董事会议事规则

General Principles - The rules are established to standardize the decision-making process of the board of directors, ensuring efficiency and scientific decision-making in accordance with relevant laws and regulations [1] - The board of directors is responsible for strategic decisions, risk management, and is accountable to the shareholders [1] Composition and Powers of the Board - The board consists of 9 directors, with at least 3 independent directors, including one accounting professional [1] - A worker representative is elected by employees to join the board, while other directors are elected by the shareholders [1] - Directors serve a term of 3 years and can be re-elected [1] Director Nomination and Disqualification - Candidates for the board must not have any disqualifying conditions as per laws and regulations [2] - The company must disclose any administrative penalties or investigations related to the candidates within the last 36 months [2] Resignation of Directors - Directors must submit a written resignation report, which becomes effective upon receipt by the company, unless it results in a violation of minimum board member requirements [3][4] - The company must complete the re-election of directors within 60 days if a resignation leads to a shortfall in the required number of directors [4] Board Powers and Responsibilities - The board has the authority to make long-term strategic decisions, appoint and evaluate management, and manage significant financial matters [5][6] - Major transactions must be submitted for board approval if they meet specific thresholds, such as involving over 10% of total assets or net assets [11][12] Board Meetings - The board must hold at least two regular meetings annually, with provisions for special meetings as needed [26] - A quorum requires the presence of over half of the directors, and decisions are made by majority vote [34] Committees of the Board - The board establishes specialized committees, including audit, strategy, and nomination committees, to assist in governance [22][23] Documentation and Disclosure - Meeting records must include details such as date, attendees, agenda, and voting results, and must be preserved for at least 10 years [42] - The board secretary is responsible for public disclosures related to board meetings [43]