新能泰山: 决策管理及授权规则

Core Points - The article outlines the authorization management rules for Shandong New Energy Taishan Power Generation Co., Ltd, aiming to ensure standardized operations and protect the rights of the company, shareholders, employees, and creditors [1][2] - The rules specify the decision-making processes for major company decisions, emphasizing collective approval and prohibiting individual decision-making without proper authorization [1][2] Group 1: Authorization Principles - Authorization refers to the delegation of decision-making power from the shareholders' meeting to the board of directors, and further to the chairman's special meeting and the general manager's office meeting [1] - The principles of authorization management include ensuring the legal rights of stakeholders while improving operational efficiency and standardizing management processes [1][2] - Major decisions, personnel appointments, and significant matters must follow established approval procedures, preventing unauthorized individual actions [1][2] Group 2: Decision-Making Structure - The shareholders' meeting is the highest authority, responsible for making resolutions on significant company matters, and no individual can make decisions without authorization from this body [1][2] - The board of directors acts as the decision-making body within the scope authorized by the shareholders' meeting, and individual decisions cannot be made without board resolution [2] - The chairman's special meeting serves to guide and arrange work during the board's recess, with specific and clear authorizations granted for certain powers [2] Group 3: Decision-Making Procedures - Various transaction matters are categorized based on their financial impact, with specific thresholds determining the required level of approval [5][6] - For significant contracts related to daily operations, board approval is required if the contract amount exceeds 50% of the company's audited total assets or 500 million yuan [11] - Related party transactions have distinct approval processes based on transaction amounts, with higher amounts requiring board and shareholder approval [12] Group 4: External Guarantees and Risk Investments - External guarantees provided by the company must be approved by the board or shareholders if they exceed certain thresholds related to the company's net assets [8] - Risk investments that exceed 15% of the company's audited net assets require shareholder approval, while those between 10% and 15% require board approval [14] Group 5: Management and Supervision - The chairman and general manager are responsible for conducting business decisions within the authorized scope and must report progress to the shareholders' meeting and board [17] - The board's audit committee oversees the implementation of these rules, ensuring compliance and accountability [18] - All company personnel must operate within the authorized limits, with penalties for violations that result in losses [19]