Legend Holdings Corporation has released an updated Rules of Procedure of the Board of Directors, detailing a comprehensive governance structure and decision-making framework.
Key Highlights
1. Board Composition • Size set at 5–19 members, with independent directors numbering no fewer than three and representing more than one-third of the Board. • At least one independent director must possess accounting expertise. • Independent directors serve three-year terms and may be re-elected, but total tenure is capped at nine years. • Directors are elected by shareholders for three-year terms and are eligible for re-election.
2. Leadership and Senior Management • The Board elects a chairman by simple majority for a renewable three-year term. • A senior management officer may sit on the Board, but directors concurrently holding executive or employee-representative roles cannot exceed half of total Board seats. • The chairman gains limited discretionary authority in emergencies and may be authorised to manage key operational matters when the Board is in recess. • A dedicated secretary to the Board, regarded as a senior management officer, is responsible for corporate records, meeting coordination and regulatory disclosures; auditors and controlling-shareholder executives are barred from this role.
3. Board Powers The Board’s mandates include: • Formulating mid- to long-term strategy, annual budgets, investment plans and profit distribution proposals. • Deciding on capital alterations, securities issuance, major asset transactions, mergers, splits or dissolution plans. • Appointing or dismissing the CEO, Board secretary and other senior executives, and setting their remuneration. • Approving external investments, guarantees, asset pledges, connected transactions and donations within shareholder-authorised limits. • Recommending auditors for shareholder approval and ensuring compliance with disclosure obligations.
4. Meetings and Voting Procedures • At least four regular meetings will be held annually; extraordinary meetings can be convened within ten days upon requests from qualified stakeholders, including one-third of directors, two or more independent directors, or the Audit Committee. • Notice periods: 14 days for regular meetings; “reasonable” notice for extraordinary sessions, with expedited procedures permitted in emergencies. • A meeting quorum requires more than half of directors; interested directors are excluded from quorum and voting on related matters. • Resolutions generally pass with a simple majority, while capital changes, major restructurings and Articles amendments require a two-thirds majority. • Connected-transaction resolutions only take effect after independent directors’ endorsement. • Written resolutions are valid if unanimously signed by the requisite quorum of directors.
5. Documentation and Accountability • Minutes must be signed by attending directors and archived for at least ten years. • Directors opposing illegal or non-compliant resolutions, as recorded in the minutes, are exempt from liability for resultant losses.
6. Auxiliary Governance • The Board is empowered to establish special committees to provide advisory input; any delegated decision-making must be explicitly authorised by the Board.
The updated procedural rules become effective upon shareholder approval and are subject to future revisions in line with applicable laws, listing regulations and Legend Holdings’ Articles of Association.
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