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万和电气: 董事会战略与发展管理委员会实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:45
Core Points - The establishment of the Strategic and Development Management Committee aims to enhance the governance structure of Guangdong Vanward New Electric Co., Ltd. and improve the professionalism of major decision-making [2][3] - The committee is responsible for researching and providing recommendations on the company's medium to long-term development strategies and significant investment decisions [2][3] Committee Nature and Role - The committee is a specialized body under the board of directors, established with board approval [3] - It serves as an advisory body for the board on major issues related to strategic planning and investment management [3][4] - The committee operates independently within the authority granted by the board and is directly accountable to the board [4] Committee Composition and Appointment - The committee consists of three directors, including two independent directors [3][4] - Members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [3][4] - The term of committee members aligns with that of the directors, and vacancies are filled according to established procedures [3][4] Committee Powers - The committee has the authority to review significant matters such as capital increases, reductions, mergers, divisions, liquidations, and listings of subsidiaries [4][5] - It can hire intermediary organizations for professional opinions as needed, with costs covered by the company [5] Meeting Rules - Meetings must be announced three days in advance and can be conducted in person or through other means [5][6] - A quorum requires the presence of at least two-thirds of the committee members [6] - Decisions require a majority vote from attending members, and meeting records must be accurate and comprehensive [6][7] Implementation and Amendments - The implementation rules take effect upon board resolution approval [7] - Any unresolved matters will follow national laws and the company's articles of association, with necessary amendments reported to the board [7]
比依股份: 战略委员会工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 16:34
General Overview - The document outlines the working rules of the Strategic Committee of Zhejiang Biyi Electric Appliance Co., Ltd, aimed at enhancing the company's core competitiveness and decision-making processes [1][2]. Composition of the Committee - The committee consists of at least three directors, including at least one independent director [2]. - Committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2]. Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on the company's operational goals and long-term development strategies [2]. - The committee is tasked with studying and suggesting major investment and financing plans that require board approval [2]. - It also examines significant transactions and other major matters affecting the company's development, reporting findings to the board [2]. Meeting Procedures - Any committee member can propose a temporary meeting, which must be announced at least two days in advance [3]. - A quorum requires the presence of more than two-thirds of the committee members, and decisions must be approved by a majority [3][4]. - Meetings can be held in person or through other means, ensuring effective communication among members [3]. Confidentiality and Record Keeping - Members and attendees of the meetings are bound by confidentiality regarding discussed matters [4]. - Meeting records must be kept for at least ten years, including signatures of attendees [4]. Additional Provisions - The document specifies that the committee can invite company directors and senior management to meetings as necessary [4]. - The rules are subject to modification in accordance with national laws and regulations, and the board is responsible for interpreting these rules [5].