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润建股份有限公司关于修订《公司章程》及制定、修订公司部分治理制度的公告
Shang Hai Zheng Quan Bao· 2025-09-26 19:48
Group 1 - The company has revised its Articles of Association and governance systems to comply with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shenzhen Stock Exchange listing rules [1] - The company will abolish its supervisory board, transferring its powers to the audit committee of the board of directors, and the rules governing the supervisory board will be nullified [1] - The current supervisors will have their positions naturally terminated, but they will continue to hold other positions within the company, and the company expresses gratitude for their contributions [1] Group 2 - The proposed amendments to the Articles of Association are based on the actual situation of the company and relevant legal requirements [2]
华鲁恒升: 华鲁恒升独立董事专门会议制度(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Viewpoint - The document outlines the system for independent director special meetings at Shandong Hualu Hengsheng Chemical Co., Ltd., emphasizing the importance of independent directors in corporate governance and their responsibilities to protect the interests of all shareholders, particularly minority shareholders [1][2]. Group 1: Governance Structure - The independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with laws, regulations, and the company's articles of association [1][2]. Group 2: Meeting Procedures - The company is required to hold independent director special meetings regularly, with at least one meeting per year, and can hold additional meetings upon request from a majority of independent directors [2][7]. - Meetings should be convened with at least three days' notice, and can be held in person or through other means such as video or phone [2][5]. Group 3: Voting and Decision-Making - Decisions made during independent director special meetings require a majority vote from the independent directors present, with each director having one vote [3][9]. - Certain matters, such as related party transactions and changes to commitments, must be discussed and approved in these meetings before being submitted to the board [3][10]. Group 4: Documentation and Reporting - Meeting records must include details of significant matters discussed, the basis for opinions expressed, and the impact on the company and minority shareholders [4][14]. - Independent directors are required to submit annual reports to the company's annual shareholder meeting, detailing their performance and the outcomes of the special meetings [5][19].
*ST亚振: 2025年第三次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-09-05 09:17
亚振家居股份有限公司 会议材料 二〇二五年九月十二日 亚振家居股份有限公司 2025 年第三次临时股东大会材料 目 录 一、 会议须知·························· 1 二、 会议议程·························· 3 三、 2025 年第三次临时股东大会议案·············· 4 议案一:关于取消监事会、修订《公司章程》及其附件与相关制度并 办理工商变更登记的议案···················· 4 议案二:关于修订《关联交易管理办法》的议案·········· 5 议案三:关于修订《独立董事工作制度》的议案·········· 6 议案四:关于聘任 2025 年度会计师事务所的议案·········· 7 《中华人民共和国证券法》、中国证监会《上市公司股东会规则》 《亚 振家居股份有限公司章程》(以下简称"《公司章程》")和《股东大会议事规则》 等规定,特制定本须知。 一、为保证本次大会正常进行,除出席现场会议的股东及股东代理人(以下 简称"股东")、董事、监事、高级管理人员、公司聘请的律师及公司董事会认 可的人员以外,公司有权依法拒绝其他人士 ...
淮河能源: 淮河能源(集团)股份有限公司总经理工作细则
Zheng Quan Zhi Xing· 2025-08-29 11:44
Core Points - The document outlines the operational guidelines for the General Manager of Huaihe Energy Group, emphasizing the governance structure and responsibilities of senior management [1][2][3] General Provisions - The guidelines are established to enhance the corporate governance structure in accordance with relevant laws and regulations [1] - The provisions apply to the General Manager, Deputy General Managers, Chief Financial Officer, and Chief Engineer [1] Appointment and Qualifications - The company appoints one General Manager, several Deputy General Managers, one Chief Financial Officer, and one Chief Engineer, all of whom are senior management [4] - The General Manager must possess extensive economic and management knowledge, a minimum of five years of relevant experience, and a college degree [2][4] - Individuals with certain disqualifying conditions as per the Company Law are prohibited from holding senior management positions [2] Responsibilities and Authority - The General Manager is responsible for daily operations, implementing board resolutions, and reporting to the board [5][6] - Specific powers include organizing production management, proposing personnel changes, and approving daily expenditures [5][6] - The General Manager must ensure the authenticity of reports regarding significant contracts and financial management [6] Management Meetings - The company implements a General Manager's office meeting system, which includes the General Manager, Deputy General Managers, CFO, and Chief Engineer [8] - Meetings are held at least once a month and can be called as needed [8] - The meetings discuss important operational matters, including annual plans, financial budgets, and internal management structures [8][9] Performance Evaluation and Compensation - A transparent performance evaluation system for senior management is established, linking compensation to company performance [10][11] - The evaluation criteria include revenue, total profit, earnings per share, and net asset value [10] - Senior management compensation is based on an annual salary system, with significant achievements recognized through material rewards [11] Miscellaneous Provisions - The guidelines will be revised in accordance with changes in laws and regulations, and the board holds the authority for interpretation and modification [12]
长城电工: 长城电工2025年第一次临时股东会资料
Zheng Quan Zhi Xing· 2025-08-27 08:13
Meeting Overview - The first temporary shareholders' meeting of Lanzhou Changcheng Electric Co., Ltd. is scheduled for September 1, 2025, at 15:00, combining on-site and online voting methods [1][2] - The meeting will be chaired by Chairman Liu Wanxiang, and the agenda includes the introduction of attendees, election of scrutineers, and the review of several proposals [1][2] Proposals - Proposal to add Zhang Jianjun as a non-independent director candidate for the eighth board of directors, with no current shareholding in the company and no disqualifying relationships [3][4] - Proposal to abolish the supervisory board and amend the company's articles of association to enhance corporate governance and efficiency, integrating supervisory responsibilities into the audit committee [5][6] Amendments to Articles of Association - Key amendments include the removal of the supervisory board, adjustments to the roles of the audit committee, and updates to the governance structure to align with recent regulations [5][6] - The revised articles emphasize the political core role of the company's party committee and the importance of maintaining the rights of shareholders and creditors [6][7] Voting Procedures - Shareholders can vote based on their represented shares, with each share granting one vote, and the meeting will not adopt a cumulative voting system [2][3] - Voting will be conducted through a named voting method, and results will be reported to the Shanghai Stock Exchange [2][3] Attendance and Participation - All registered shareholders have the right to attend and vote, either in person or online, during specified trading hours on the meeting day [1][2] - Shareholders are encouraged to review all proposals carefully and exercise their voting rights responsibly [3][4]
万和电气: 总裁工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:56
广东万和新电气股份有限公司总裁工作细则 广东万和新电气股份有限公司 总裁工作细则 第一章 总则 第一条 为了进一步完善公司法人治理结构,规范广东万和新电气股份有限 公司(以下简称"公司"或"本公司")总裁、常务副总裁、副总裁等高级管 理人员的行为,保障高级管理人员依法行使职权,保护公司、股东、债权人的 合法权益,根据《中华人民共和国公司法》《中华人民共和国证券法》《深圳 证券交易所股票上市规则》等现行法律、法规、规范性文件及《广东万和新电 气股份有限公司章程》(以下简称"《公司章程》")的有关规定,特制定本 细则。 第二条 总裁是董事会领导下的公司日常经营管理负责人,负责贯彻落实股 东会决议、董事会决议,主持公司的生产经营和日常管理工作,并对董事会负 责。 第三条 本细则对公司全体高级管理人员及相关人员均有约束力。 第二章 总裁聘用与组成 第四条 公司设总裁一名,由董事会聘任或解聘。公司设常务副总裁一名, 副总裁若干名,由董事会聘任或解聘。 总裁、常务副总裁、副总裁、财务总监、董事会秘书及《公司章程》认定 的其他人员为公司高级管理人员。 总裁对董事会负责,常务副总裁、副总裁、财务总监及《公司章程》认定 的其他 ...
兆讯传媒: 监事会决议公告
Zheng Quan Zhi Xing· 2025-08-22 16:24
Group 1 - The meeting of the fifth supervisory board of Zhaoxun Media was held on August 21, 2025, with all three supervisors present, and the procedures complied with relevant regulations [1][2] - The supervisory board approved the 2025 semi-annual report, confirming that it accurately reflects the company's situation without any false statements or omissions [1][2] - The supervisory board also approved the special report on the use of raised funds, affirming that it complies with legal requirements and accurately represents the fund's status [2][3] Group 2 - The supervisory board agreed to revise the company's articles of association, proposing to abolish the supervisory board and transfer its powers to the audit committee of the board of directors [2][3] - The revision of the articles of association is in line with the latest legal requirements and aims to enhance the company's governance structure [3] - The proposal to revise the articles of association will be submitted for shareholder approval [3]
晓鸣股份: 监事会决议公告
Zheng Quan Zhi Xing· 2025-08-17 08:15
Group 1 - The company held the ninth meeting of the fifth supervisory board on August 15, 2025, with all three supervisors present, and the meeting complied with relevant laws and regulations [1] - The supervisory board approved the procedures for the preparation and review of the 2025 semi-annual report, confirming that the report accurately reflects the company's actual situation without any false records or misleading statements [1] - The supervisory board unanimously agreed to cancel the supervisory board and transfer its powers to the audit committee of the board of directors, which aligns with the latest legal requirements and aims to improve the company's governance structure [2][3] Group 2 - The company plans to amend its articles of association to reflect the cancellation of the supervisory board and the abolition of the supervisory meeting rules, which requires approval from the shareholders' meeting [2][3] - The supervisory board expressed gratitude to the outgoing members for their contributions during their tenure [2]
惠通科技: 董事会秘书工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-03 16:18
General Overview - The document outlines the work system for the Secretary of the Board of Directors of Yangzhou Huitong Technology Co., Ltd, aiming to enhance the corporate governance structure and clarify the rights, obligations, and responsibilities of the board secretary [2]. Chapter 2: Qualifications and Appointment of the Board Secretary - The company shall have one board secretary who is responsible to the board and must possess the necessary qualifications and professional knowledge [2][5]. - The board secretary must not have any disqualifying conditions as outlined in the relevant laws and regulations [2][5]. - The appointment and dismissal of the board secretary are to be proposed by the chairman and approved by the board, with a term of three years [2][5]. Chapter 3: Responsibilities of the Board Secretary - The board secretary is responsible for coordinating the company's information disclosure, managing investor relations, and preparing board and shareholder meetings [4][15]. - The board secretary must ensure compliance with securities laws and regulations, and provide legal and policy advice to the board [4][15][16]. Chapter 4: Securities Affairs Department - The board secretary leads the Securities Affairs Department, which assists in fulfilling the responsibilities of the board secretary [5][20]. - In the absence of a board secretary, a designated director or senior manager will temporarily assume the responsibilities [5][14]. Chapter 5: Work Procedures of the Board Secretary - The board secretary has the right to attend relevant meetings and access necessary documents to perform their duties effectively [6][22]. - The board and senior management must support the board secretary in their work and provide timely responses to inquiries [6][22]. Chapter 6: Legal Responsibilities of the Board Secretary - The board secretary has a duty of loyalty and diligence to the company and must adhere to the company’s articles of association [7][26]. - Upon termination, the board secretary must undergo an exit review and ensure a complete handover of responsibilities [7][27]. Chapter 7: Supplementary Provisions - The document stipulates that the board secretary must maintain confidentiality and comply with relevant laws and regulations [8][26]. - The system will take effect upon approval by the board and will be subject to amendments as necessary [8][29].
安通控股: 总裁工作细则
Zheng Quan Zhi Xing· 2025-07-11 15:18
General Overview - The company aims to improve its corporate governance structure and ensure the management team fulfills its responsibilities diligently and effectively [1] Management Structure - The company has established a management structure that includes one President, a Chief Operating Officer (COO), several Vice Presidents, and a Chief Financial Officer (CFO) [1] - The President is responsible for daily operations and management, implementing board resolutions, and reporting to the board [1][3] Qualifications and Appointment Procedures - The President and other senior management must possess extensive economic and management knowledge, practical experience, and strong management capabilities [2] - Specific disqualifications for senior management roles include criminal convictions related to corruption, bankruptcy responsibilities, and being listed as a dishonest executor by the court [2][3] Powers and Responsibilities - The President is accountable to the board and has the authority to manage the company's operations, implement annual plans, and propose management structures [4][5] - The President's office has the authority to approve transactions involving assets above certain thresholds, ensuring that significant decisions are made with board oversight when necessary [5][6] Reporting and Meetings - The President is required to report to the board at least once a year on various operational aspects, including long-term planning and significant contracts [8][9] - Regular meetings of the President's office are mandated to discuss important operational and management issues, with a minimum of one meeting per month [10][11] Accountability and Compliance - The company mandates an exit audit for the President upon termination or resignation, ensuring accountability for their tenure [30] - Any violations of laws or regulations by the President may lead to economic penalties or legal consequences [31]