Core Points - The document outlines the rules for the board of directors of Huayi Family Co., Ltd., aiming to standardize decision-making processes and enhance operational efficiency [1][2][3] Board Composition and Authority - The board consists of 8 directors, including 3 independent directors, and may have up to 2 employee directors elected by staff [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major investments and operational plans [1][2] Special Committees - The board establishes several special committees, including the Audit Committee, Compensation and Assessment Committee, Nomination Committee, and Strategy Committee, with specific rules for their operation [2] Chairman's Powers - The chairman has the authority to propose amendments to the company's articles, manage information disclosure, and oversee the president's work [3][4] Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for calling temporary meetings under specific circumstances [5][6] - Meeting notifications must be sent out in advance, detailing the time, location, and agenda [7][8] Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [11][12] - The board must adhere strictly to the powers granted by the shareholders and the company's articles [12][29] Record Keeping - Detailed records of meetings, including attendance, discussions, and resolutions, must be maintained for at least ten years [14][13]
华丽家族: 华丽家族股份有限公司董事会议事规则(2025年9月修订)