本摘要介绍了一份用于公司治理的样本董事会授权和代理信函。该信函旨在明确董事会成员的授权范围，确保公司决策的合法性和效率，同时授权他人代表董事会成员行使特定权利。

In the realm of corporate governance, the board authorization and proxy letter plays a crucial role in ensuring that decisions are made in the best interest of the company and its shareholders. This document is typically used when a shareholder or a group of shareholders wish to appoint a proxy to vote on their behalf at a shareholders' meeting or an extraordinary general meeting. Below is a detailed English sample of a board authorization and proxy letter, which can serve as a template for drafting similar documents.

[Company Name]

Board Authorization and Proxy Letter

To Whom It May Concern:

I, [Your Full Name], hereby authorize and appoint [Proxy's Full Name] as my proxy to attend and vote on my behalf at the upcoming [Type of Meeting: Annual General Meeting, Extraordinary General Meeting, etc.] of [Company Name], scheduled for [Date of Meeting], at [Meeting Venue].

Appointment of Proxy:

I hereby appoint [Proxy's Full Name] as my proxy to vote on all matters brought before the meeting, including but not limited to the following:

1、Approval of the annual report and financial statements.

2、Appointment of auditors.

3、Approval of the directors' remuneration report.

4、Approval of any special resolutions.

5、Any other matters that may be raised at the meeting.

Instructions to Proxy:

I instruct my proxy to vote as follows:

1、In favor of the election of [Director's Name] as a director of the company.

2、In favor of the resolution to [specific resolution details].

3、Against the resolution to [specific resolution details].

4、Abstain from voting on [specific resolution details].

5、Vote as he or she deems fit on any other matter not covered by the above instructions.

Authority to Act:

I hereby grant my proxy full authority to act on my behalf in any and all matters arising at the meeting, without further notice or consent from me.

Validity of Proxy:

This proxy is valid until the conclusion of the meeting, or until it is revoked by me in writing.

Revocation of Proxy:

I understand that this proxy may be revoked at any time before the meeting by notice in writing given to the company at its registered office.

Acknowledgment of Receipt:

Please acknowledge the receipt of this proxy by signing below and returning it to me at the following address:

[Your Full Name]

[Your Address]

[City, State, ZIP Code]

[Email Address]

[Phone Number]

Date:

[Date of Letter]

This sample board authorization and proxy letter is designed to be a general template and may require customization to fit the specific needs and circumstances of the company and the shareholders involved. It is always advisable to consult with a legal professional to ensure that the document complies with all relevant laws and regulations.

The letter begins with a formal introduction, addressing the appropriate recipient of the proxy letter. It then proceeds to detail the appointment of the proxy, including the proxy's full name and the specific meeting for which the proxy is being appointed.

The instructions to the proxy are clear and specify how the proxy should vote on various matters, including the election of directors, approval of resolutions, and any other matters that may arise. The letter also outlines the authority granted to the proxy and the validity period of the proxy.

Finally, the letter includes sections for acknowledgment of receipt, revocation of proxy, and a space for the date of the letter, ensuring that all formalities are met. It is important for the shareholder to sign and date the letter to make it legally binding.

Remember, this is a sample and should be used as a guide. Always tailor the document to the specific requirements of your situation and seek legal advice if necessary.