Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. released a revised set of Rules of Procedure to guide its Board of Directors in critical areas such as meeting organization, responsibilities of directors, and the scope of decision-making authority. The document aims to protect the company’s and shareholders’ interests by defining a standardized approach to Board meetings and clarifying each director’s responsibilities.
The updated rules clarify that the Board acts as the key decision-making body for operational and management matters within the authority granted by shareholders. The Chairman serves as the legal representative of the company, while the Board Secretary is responsible for organizing Board meetings and coordinating the agenda, meeting documents, and minutes. These rules emphasize the importance of fully disclosing relevant information to directors before each meeting and allow for tabling of new proposals if backed by sufficient documentation.
The composition of the Board must include an appropriate number of executive, non-executive, and independent directors, with independent directors constituting at least one-third of the Board members. Independent directors are required to remain free of any direct or indirect interests that could compromise their judgment. The document also outlines the criteria for appointing employee representatives, specifying that these individuals are to be democratically elected without requiring shareholder approval.
Procedurally, the Board is required to hold at least four regular meetings a year, with briefing timelines and voting protocols set out in detail. Provisions are included to ensure that directors with conflicts of interest abstain from voting on connected transactions or related party matters. The document also outlines how Board decisions are to be recorded, finalized, and kept for compliance and reference, while underscoring that resolutions violating laws, regulations, or shareholder mandates may render liable any director supporting such resolutions.
The new rules will act as an attachment to the company’s Articles of Association, reinforcing orderly and transparent governance. They aim to ensure that the Board’s conduct aligns with prevailing regulations, fosters objective decision-making, and supports the long-term stability of the company’s operations.
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