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史丹利: 董事、高级管理人员离职管理制度(2025年8月)

General Principles - The management system for the resignation of directors and senior management of Stanley Agricultural Group Co., Ltd. aims to standardize the resignation process, ensuring corporate governance stability and protecting shareholders' rights [1][2] - This system applies to all directors and senior management personnel of the company, including non-independent directors, independent directors, and employee representative directors [1][2] Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term ends by submitting a written report, with the resignation effective upon receipt of the notice by the company [2][3] - If a director resigns, the company must complete the election of a new director within 60 days to ensure compliance with legal and regulatory requirements [2][3] - The resignation of the chairman is considered simultaneous with the resignation as the legal representative, and a new legal representative must be appointed within 30 days [2][3] Transfer Procedures and Unresolved Matters - Resigning directors and senior management must hand over all relevant documents, seals, data assets, and unresolved matters within five working days after their resignation becomes effective [6][7] - The company secretary is responsible for supervising the handover and must report to the board of directors [6][7] Obligations of Resigning Directors and Senior Management - Resigning directors and senior management are prohibited from using their former positions to interfere with the company's normal operations or harm the interests of the company and its shareholders [6][7] - They must maintain confidentiality regarding the company's trade secrets even after their term ends [6][7] Accountability Mechanism - If the company discovers that a resigning director or senior management has failed to fulfill commitments or has violated their obligations, the board will review specific accountability measures [8][9] - Resigning individuals can appeal the accountability decisions to the audit committee within 15 days of receiving the notice [8][9] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant laws, regulations, and the company's articles of association [10][11] - The board of directors is responsible for interpreting this system, which will take effect upon approval by the board [10][11]