Capinfo Company Limited issued an updated set of Rules and Procedures for Meetings of the Board of Directors, effective November 2025. The document outlines measures to enhance decision-making efficiency, clarify board composition, and standardize the responsibilities of directors and related personnel.
The board is set at 12 members, comprising 2 executive directors, 1 employee representative director, 5 non-executive directors, and 4 independent non-executive directors. At least one independent director is required to possess accounting or financial management expertise, and another must be an industry expert proficient in information technology or the digital economy. Specialized committees under the board consist of the Strategic Committee, Remuneration and Appraisal Committee, Nomination Committee, Audit Committee, and Legal and Compliance Committee, each with defined responsibilities and independent voting.
The procedures detail voting rules: board resolutions require either a simple majority or a two-thirds majority, depending on significance, and certain decisions demand unanimous written consent if not discussed in person. The Industry Expert Director holds a one-vote veto on strategic planning and major operational proposals but may not exercise this authority indefinitely if revisions are made and the proposals are reconsidered. Further stipulations address director duties, meeting procedures, quorum requirements, and protocols for handling conflicts of interest.
The company emphasizes the need for transparent compliance, timely distribution of meeting materials, and proper documentation of meeting outcomes. These revised procedures highlight a strengthened commitment to corporate governance, risk management, and the long-term interests of shareholders and stakeholders alike.