新能泰山: 董事会授权管理办法

Core Viewpoint - The document outlines the governance framework for Shandong New Energy Taishan Power Generation Co., Ltd, focusing on the delegation of authority from the board of directors to management, ensuring compliance with laws and regulations, and enhancing decision-making efficiency [1][2]. Group 1: Authorization Principles - The board of directors must adhere to principles of legality, accountability, and risk control when authorizing management actions [2]. - Authorization is categorized into basic authorization for routine business decisions and special authorization for specific matters beyond the basic scope [2][3]. Group 2: Scope of Authorization - The board can delegate certain powers to the chairman's special meeting or the general manager's office based on operational needs, ensuring that non-board entities do not receive direct decision-making authority [3][4]. - The board must scientifically determine the scope and limits of authorized decisions based on the company's strategic development and risk management capabilities [3][4]. Group 3: Decision-Making Procedures - The board must create a clear authorization decision plan detailing objectives, authorized parties, limits, and specific requirements [7][8]. - In special circumstances, temporary authorizations can be made through written resolutions, specifying the context and conditions of the authorization [7][8]. Group 4: Supervision and Adjustment - The board is responsible for monitoring authorized actions, evaluating their effectiveness, and making necessary adjustments based on operational realities and risk assessments [19][20]. - If significant issues arise, the board must promptly reassess and potentially revoke or modify the authorization [20][21]. Group 5: Responsibilities - The board holds supervisory responsibility for authorized actions and must correct any improper actions taken by authorized parties [24][25]. - The chairman's special meeting or general manager's office must operate within the authorized limits and report on their activities at least biannually [26][27]. Group 6: Final Provisions - The document will be effective upon approval by the board and will be interpreted by the board, which retains the right to adjust authorization matters as necessary [29][30].