Article 15 A director of a trust company shall meet the requirements of the laws, administrative regulations and the China Banking Regulatory Commission.
Article 16 The articles of association of the company shall clearly stipulate the number of directors, the method of formation, the procedure of appointment and removal, the rights and obligations and the term of office.
Article 17 Directors shall attend the meetings of the board of directors seriously and responsibly, and express clear opinions on the matters discussed. If a director is unable to attend the board meeting in person, he may entrust other directors to vote on his behalf in writing and bear corresponding legal responsibilities.
Article 18 When a director is directly or indirectly related to the company's existing or planned contracts, transactions and arrangements, he shall promptly inform the board of directors and the board of supervisors of the nature and extent of the related relationship, and withdraw when the board of directors deliberates and votes on the matter.
Section 2 Independent Directors
Article 19 A trust company shall set up independent directors. Independent directors should pay attention to and safeguard the interests of minority shareholders and beneficiaries, and have no relationship with trust companies and their shareholders that affects their independent judgment or decision-making.
The number of independent directors shall not be less than one quarter of the total number of board members; However, the number of independent directors of a trust company whose individual shareholders and their related parties hold more than two-thirds of the company's total share capital shall not be less than one-third of the total number of board members.
Article 20 Independent directors of a trust company shall have good professional ethics and moral quality, be familiar with trust principles and trust operation rules, and have enough time and energy to perform their duties.
An independent director of a trust company may not serve in any other trust company.
Article 21 A company shall clearly define the procedures, rights and obligations of independent directors.
Article 22 Independent directors shall enjoy the following duties or rights:
(1) Proposing to convene an extraordinary general meeting of shareholders or a meeting of the board of directors;
(2) Submit a work report to the shareholders' meeting;
(3) Hiring audit institutions or consulting institutions to perform their duties, and the expenses shall be borne by the trust company;
(four) to express independent opinions on important business, and to report related transactions to the CBRC or its dispatched offices separately;
(five) to express independent opinions on the remuneration scheme and incentive scheme of directors and senior managers of the company;
(6) Other duties or rights entrusted to the directors by laws and regulations.
Article 23 If an independent director resigns or is dismissed during his term of office, the independent director himself and the trust company shall provide written explanations to the shareholders' meeting, the China Banking Regulatory Commission or its dispatched institutions respectively.
Section III Board of Directors
Article 24 The board of directors shall be responsible for the shareholders' meeting and exercise its functions and powers in accordance with the Company Law of People's Republic of China (PRC) and other laws and regulations and the Articles of Association. Where the board of directors authorizes the chairman to exercise part of the functions and powers of the board of directors when the board of directors is not in session, the authorization content shall be clear and specific.
The board of directors and the chairman shall exercise their functions and powers according to law, and shall not interfere with the specific business activities of senior managers beyond their functions and powers.
Article 25 The board of directors shall formulate the strategic development objectives and corresponding development plans of the trust company, understand the risk status of the trust company, and define the risk management policies and systems of the trust company.
Article 26 The board of directors shall formulate standardized procedures for convening the board of directors and voting rules, which shall be approved by the shareholders' (general) meeting and reported to the China Banking Regulatory Commission or its dispatched institution for the record.
Article 27 The board of directors shall meet at least twice a year. The minutes of board meetings shall be true and complete, and shall be kept for at least fifteen years from the date of making them. Directors and recorders attending the meeting shall sign the minutes of the meeting.
The resolution of the board of directors shall be valid only if it is approved by more than half of the directors of the board of directors. However, voting on major investments, disposal of major assets, change of senior management personnel and profit distribution plan shall be approved by more than two-thirds of the directors of the board of directors.
Article 28 In any of the following circumstances, the board of directors shall immediately notify all shareholders and report to the China Banking Regulatory Commission or its dispatched office:
(a) the company or senior management personnel are suspected of major violations of laws and regulations;
(2) The company's financial situation continues to deteriorate or major losses occur;
(3) It is planned to replace the directors, supervisors or senior managers;
(4) Other matters that may affect the company's going concern.
Article 29 The board of directors shall promptly report to the shareholders' meeting and the China Banking Regulatory Commission or its dispatched office, and may actually control the list of related shareholders of the trust company when acting in concert.
Article 30 The board of directors shall set up a trust committee of not less than three persons, with an independent director as the person in charge, responsible for urging the company to fulfill its fiduciary responsibilities according to law. When the interests of the trust company or its shareholders conflict with those of the beneficiaries, ensure that the company serves the best interests of the beneficiaries.
According to the actual situation and needs of the company, the board of directors may also set up special committees on personnel, remuneration, auditing and risk management.
Article 31 The board of directors shall have a secretary of the board of directors or a specialized agency to be responsible for the preparation of the shareholders' (general) meeting and the board of directors, the keeping of meeting minutes and meeting documents, information disclosure and other daily affairs, and report the documents of the shareholders' (general) meeting and the board of directors to the China Banking Regulatory Commission or its dispatched office for the record.