北汽蓝谷: 董事会议事规则

Core Points - The article outlines the governance structure and decision-making processes of Beijing Automotive Blue Valley New Energy Technology Co., Ltd. [1][2][3] - The board of directors is responsible for major company decisions and must consider the opinions of the company's party committee [1][2] - The board consists of 9 directors, including a chairman and independent directors, with specific roles and responsibilities defined [2][3] Governance Structure - The board of directors is composed of 9 members, including 1 chairman and at least 1/3 independent directors [2] - Directors are elected for a term of 3 years, with provisions for re-election [2] - The board has established specialized committees, including an audit committee, which must have a majority of independent directors [2][3] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [3][4] - Meeting notifications must be sent out in advance, detailing the agenda and other relevant information [5][6] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [18][24] Voting and Decision-Making - Decisions require a majority vote from the board, with specific rules for handling conflicts of interest [24][27] - Directors must personally attend meetings or delegate their voting rights under defined conditions [19][20] - Meeting records must be accurately maintained, reflecting the discussions and decisions made [34][35] Compliance and Accountability - The board is accountable for its decisions, and directors may face liability for decisions that violate laws or company regulations [37] - The company must publicly announce board resolutions in accordance with relevant regulations [39]