Huzhou Gas Co., Ltd. disclosed revised Rules of Procedure for its Board of Directors, detailing the board’s composition, authority, meeting processes, and information disclosure requirements. The term of office for the chairman and vice chairman remains three years, with possible reelection. The documentation also clarifies the roles and membership requirements for the Audit, Nomination, Remuneration, and Strategy Committees.
According to the announcement, nine directors constitute the board, including one chairman, one vice chairman, three independent directors, and one employee representative director. The board is responsible for overseeing significant corporate decisions such as annual financial plans, profit distribution proposals, appointment of key executives, and certain major investments, while also maintaining stringent procedures to address connected transactions.
Under these new rules, the secretary to the board is tasked with preparing meetings, handling key documents, and managing shareholder information. The board must convene at least four times annually, with extraordinary meetings called when requested by specific stakeholders, such as directors holding one-third of board seats or more than half of the independent directors. Each director holds one vote, and resolutions generally pass with a majority vote of all directors.
The announcement emphasizes strict information disclosure obligations, highlighting the need for comprehensive and timely updates on resolutions. Confidentiality requirements are also underscored for any sensitive matters discussed at board meetings. These revised procedures will be effective once formally adopted at the general meeting and will govern how the board makes decisions and fulfills its obligations to shareholders.
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