NEMKO集团运营策略(共4页).doc
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1、精选优质文档-倾情为你奉上1ObjectiveThe purpose of this policy is to give guidelines for the work of the Board of Directors and their tending of relevant issues. In addition, the Presidents work tasks and responsibilities to the Board of Directors are specified.2The tasks of the Board of Directors2.1General task
2、sThe Board of Directors tasks and responsibilities shall be according to local corporate and other laws, the by-laws of the company, guidelines from the owners meetings and the present policy.The Board has the following main tasks:a) Being in charge of managing the companyb) Oversee that the operati
3、ons are in accordance with the companies by-laws and guidelines given by the owners meeting.c) Provide a satisfactory organization of the company, and oversee that registration and documentation of accounts and assets are under satisfactory control.d) Hire, and if required, terminate or fire the Pre
4、sident, plus decide the Presidents salary, other compensations and employment conditions.e) Oversee the Presidents management of the operations.The Board shall in general treat all items which are of great importance to the company or of an unusual nature, unless the Board in special cases has given
5、 the President the power to make the decision or if a delay for awaiting the decision of the Board will cause substantial harm to the companys activities.The Board considers and decides the companys budget, three-year plan, the annual accounts and the annual report in correspondence with the time pl
6、an, which is given in section 5.4.3.3.If the balance shows that 50 % of the share capital has been lost, the Board shall without delay call an owners meeting and propose actions which will give the company an acceptable share capital, alternatively to close the company.2.2The relationship between th
7、e Board and the Owners meetingThe following instructions are valid for the relationship between the Board and the Owners meeting:a) Issues which are considered to be of great importance for the company scope or to a considerable degree will change the activities of the company, shall be presented to
8、 an Owners meeting before the Board makes its decision.b) The Board cannot without the sanction of an Owners meeting enter an agreement to participate in a company or a joint venture where Nemko has an unlimited responsibility for the common activities, total commitments or for parts of these.c) The
9、 members of the Board have the right to be present and speak in an Owners meeting. The Chairman of the Board or his substitute has an obligation to be present unless this is considered not to be necessary.d)3Procedures of the Board3.1Meeting planThe Chairman of the Board is responsible for arranging
10、 board meetings as often as required. Members of the Board and the President can require that a board meeting is called.Normally there will be 2 - 4 board meetings annually. A meeting plan for the ordinary board meetings for the following year is normally decided in the last board meeting of the pre
11、vious year.3.2Preparations for calling a Board MeetingThe President is responsible for preparing satisfactory documentation for items presented for board decisions. The agenda and the board documents shall normally be issued one week before the meeting.Extraordinary board meetings may be called for
12、urgent matters. Under such circumstances the board meeting may be arranged as a telephone meeting and/or a video conference if the Board Chairman finds that to be satisfactory and all legal requirements are fulfilled.3.3The right of the President and others to be present during Board MeetingsThe Pre
13、sident has the right to be present and to speak at Board Meetings unless the Board in special cases decides otherwise.Other representatives of the management, specialists or others who have relevant information can be given the opportunity to be present during the whole Board Meeting or under the di
14、scussion of special items as long as none of the Board Members have any objections. The company auditor shall be present during the board meeting if this is desired by one of the Board Members or by the auditor himself. The auditor shall participate in the board meeting where the annual accounts are
15、 being considered.3.4ProceedingsThe board meetings are chaired by the Chairman of the Board or in his absence his substitute. The Board itself will select a chair person if none of these are present. If the votes are equal, the matter is decided by a draw.3.5DisqualificationA Board Member should not
16、 participate in the consideration or decision of questions which have special importance to the Board Member himself, or somebody close to the Board Member so he can be considered to have a strong personal or economic special interest in the case.3.6Quorum and voting rulesThe Board has a quorum when
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