南钢股份: 南京钢铁股份有限公司董事会议事规则（2025年9月修订）

General Principles - The rules are established to standardize the decision-making process of the board of directors of Nanjing Steel Co., Ltd. and to enhance the effectiveness of board operations and scientific decision-making [1] - The board of directors is the decision-making body for the company's management, responsible for strategic planning, decision-making, and risk prevention [1] Board Composition and Powers - The board consists of nine directors, including independent directors and employee representatives, with a limit on the number of directors who can also hold senior management positions [2] - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [2] - The board has the authority to make significant decisions regarding capital increases, mergers, acquisitions, and other major corporate actions [4][6] Meeting Procedures - The board must hold at least two regular meetings each year, with notifications sent out in advance [8] - Meetings can be called by the chairman or upon request from shareholders or directors, and must include sufficient materials for discussion [10][11] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [13][16] Decision-Making and Voting - Proposals must be submitted in writing and should align with legal and regulatory requirements [22] - Directors must declare any conflicts of interest and may need to abstain from voting on related matters [29] - Voting is conducted by a show of hands or written ballot, and results must be recorded [35][38] Committees and Oversight - The board has established specialized committees, including audit, nomination, and compensation committees, with independent directors comprising a majority [12] - The chairman is responsible for overseeing the implementation of board decisions and reporting on their execution in subsequent meetings [21] Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting outcomes, and must be signed by participating directors [39][41] - All board meeting documents are to be preserved for a minimum of ten years [44]