董事会授权管理
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中国铁建股份有限公司 2025年第三季度报告
Zheng Quan Ri Bao· 2025-10-30 23:51
Core Viewpoint - The company reported a total of 15,187.650 billion yuan in new contracts signed from the beginning of the year to the end of the reporting period, achieving 49.63% of the annual plan, with a year-on-year growth of 3.08% [7][8]. Financial Data - The company’s new contracts in the domestic market amounted to 13,139.441 billion yuan, accounting for 86.51% of the total new contracts, which represents a year-on-year decrease of 3.96% [7]. - The overseas business new contracts reached 2,048.209 billion yuan, making up 13.49% of the total, with a significant year-on-year increase of 94.52% [7]. - As of September 30, 2025, the total uncompleted contracts amounted to 80,980.449 billion yuan, with domestic uncompleted contracts at 65,056.394 billion yuan (80.34%) and overseas uncompleted contracts at 15,924.055 billion yuan (19.66%) [7]. Shareholder Information - The total number of shareholders holding ordinary shares and the number of preferred shareholders with restored voting rights were not applicable for this report [6]. - HKSCC Nominees Limited held 2,063,102,565 shares, representing multiple clients, with details on share pledges and freezes not disclosed [6]. Related Party Transactions - The company’s board approved the renewal of the "Housing Lease Framework Agreement" with its controlling shareholder, China Railway Construction Corporation, for the period from January 1, 2026, to December 31, 2026, with a proposed transaction cap of 200 million yuan for 2026 [12][32]. - The rental prices will be determined based on market rates, ensuring fair pricing and compliance with relevant regulations [19][25]. Board Meeting Resolutions - The sixth board meeting approved the third-quarter report for 2025, with unanimous support from all attending directors [29][30]. - The board also approved the acquisition of minority stakes in several subsidiaries, including China Railway 11th Bureau Group and China Railway Construction Group, with total acquisition costs amounting to 1.08 billion yuan [35].
新华医疗: 新华医疗董事会授权管理办法
Zheng Quan Zhi Xing· 2025-08-29 17:03
Core Viewpoint - The article outlines the authorization management measures of Shandong Xinhua Medical Equipment Co., Ltd., aimed at improving corporate governance, enhancing operational efficiency, and ensuring compliance with legal regulations [2][3]. Chapter 1: General Principles - The authorization management is defined as the delegation of certain decision-making powers from the board of directors to the management team, within legal and regulatory limits [3]. - The board secretary assists in the authorization management work, with the securities department responsible for implementation and professional support [3]. Chapter 2: Basic Scope of Authorization - The board must consider various factors such as company strategy, operational status, and risk control when determining the scope and limits of authorization [4]. - Certain powers, such as convening shareholder meetings and approving major financial decisions, cannot be delegated to the management [4][5]. Chapter 3: Basic Procedures for Authorization - The authorization decision plan must specify objectives, authorized parties, limits, and operational requirements, and should be approved by the board after discussion [8]. - The management must report progress on long-term authorization matters to the board [10]. Chapter 4: Supervision and Changes - The board retains responsibility for monitoring the execution of authorized powers and must conduct regular evaluations [13]. - The board can adjust or revoke authorizations based on performance, risk management, or changes in circumstances [14][15]. Chapter 5: Responsibilities - The board is responsible for ensuring proper authorization management and must correct any improper actions by authorized parties [17]. - Authorized individuals must act within their limits and protect the interests of shareholders and the company [19]. Chapter 6: Supplementary Provisions - The board is responsible for interpreting the authorization management measures, which take effect upon approval [21][22]. Authorization List for the Management - The management is responsible for daily operations under the board's leadership and can make decisions on specific matters within the authorized limits [11]. - The management can decide on asset write-offs, internal financing, and other operational matters, provided they stay within the defined thresholds [12].
吉林高速: 吉林高速公路股份有限公司董事会授权管理制度
Zheng Quan Zhi Xing· 2025-08-27 13:17
吉林高速公路股份有限公司 董事会授权管理制度 (2025年8月26日 经公司第四届董事会第六次会议审议通过) 第一章 总则 第一条 为进一步规范吉林高速公路股份有限公司(以下简称公 司)董事会授权管理行为,促进经理层依法行权履职,提高经营决策 效率,增强公司改革发展活力,根据《中华人民共和国公司法》及其 他有关法律法规和《吉林高速公路股份有限公司章程》 (以下简称《公 司章程》 )、《吉林高速公路股份有限公司董事会议事规则》等相关制 度规定,结合公司实际情况,制定本制度。 第二条 本制度所称授权,指董事会在不违反相关法律法规的前 提下,在一定条件和范围内,将《公司章程》所赋予的职权授予董事 长、总经理或其他符合法律、监管规定的授权对象行使。本制度所称 行权,指董事长、总经理或其他符合法律、监管规定的授权对象按照 董事会的要求依法行使被委托职权的行为。 第二章 授权原则 第三条 授权管理基本原则 (一)审慎授权原则:授权应当坚持依法合规、权责对等、风险 可控等基本原则,实现规范授权、科学授权、适度授权。 第六条 《公司章程》中董事会行使的法定职权、需提请股东会 决定的事项等不可授权。 第七条 董事会拟对股东会授 ...
云煤能源: 云南煤业能源股份有限公司董事会授权管理办法
Zheng Quan Zhi Xing· 2025-08-21 16:58
云南煤业能源股份有限公司 董事会授权管理办法 及经理层依法履职,提高公司运营效率,根据《公司法》《证券法》 等法律法规和《公司章程》《董事会议事规则》等规定,结合公司实 际,制定本办法。 用本办法。 关规定和公司经营决策的实际需要,将法律、行政法规以及公司章程 所赋予的部分职权委托其他主体代为行使的行为。 严控制; 权范围内,不得超越股东会对董事会的授权范围; 并根据内外部因素的变化情况和经营管理工作的需要,适时调整授权 权限; 对授权权限执行的有效监控; 衡作用,又要有利于其对日常业务的管理效率。 各项规章制度,不得越权。 职权授予董事长、总经理行使。 主要包括: 市方案。 及变更公司形式的方案。 收购出售资产、资产抵押、对外担保事项、委托理财、关联交易、对 外捐赠等事项。 并决定其报酬事项和奖惩事项,并决定其报酬事项和奖惩事项。根据 总经理的提名,聘任或者解聘公司副总经理、财务负责人、总法律顾 问等高级管理人员,并决定其报酬事项和奖惩事项。 产质量、业务负荷程度、风险控制能力等,结合实际,科学论证、合 理确定授权决策事项及授权额度标准,防止违规授权、过度授权。对 于在有关巡视巡察、纪检监察、审计等监督检查 ...
华友钴业: 董事会授权管理制度
Zheng Quan Zhi Xing· 2025-08-17 10:12
Core Viewpoint - The document outlines the authorization system of Zhejiang Huayou Cobalt Co., Ltd., aiming to enhance decision-making efficiency, ensure compliance with laws, and protect the rights of shareholders and the company [1][7]. Authorization Principles - The basic principles of authorization include prudent authorization, matching responsibility with authority, timely adjustments based on internal and external factors, effective monitoring during execution, and ensuring quality and efficiency in decision-making [2][5]. Authorization Scope - The board of directors can delegate certain powers to the chairman, general manager, or other authorized individuals, while certain statutory powers and matters requiring shareholder approval cannot be delegated [3][4]. Authorization Procedures - The board must clearly define the standards, specific matters, and duration of authorization, and in special circumstances, temporary authorizations must be documented with specific requirements [4][6]. Authorization Management - In emergencies, the chairman has the authority to take immediate actions to protect the company's interests, and must report these actions to the board and shareholders afterward [5][6]. The execution of authorized matters must be reported back to the board, and adjustments to authorization may be made based on various conditions [6]. Authorization Responsibilities - Authorized individuals must act within their designated authority, maintain diligence, and avoid overstepping their bounds. They are accountable for any decisions that violate laws or company regulations, leading to significant losses [6]. Supplementary Provisions - Any matters not covered by this system will follow national laws and regulations, and the board of directors holds the authority to interpret and amend this system [7].
宝山钢铁股份有限公司第九届董事会第一次会议决议公告
Shang Hai Zheng Quan Bao· 2025-08-14 19:16
Group 1 - The board meeting was held in compliance with relevant laws and regulations, and the resolutions passed are legally valid [2][5][6] - The board elected Mr. Zou Jixin as the chairman of the ninth board of directors [5][6] - The board approved the election of members for various specialized committees, including the Strategy, Risk, and ESG Committee, Audit and Internal Control Compliance Management Committee, Nomination Committee, and Compensation and Assessment Committee [7][8] Group 2 - The board appointed Mr. Liu Baojun as the general manager of the company [9][10][11] - The board approved the appointment of several vice presidents, including Mr. Wu Jun as vice president and financial director, and Mr. Cai Yanbo as vice president [12][13] - The board appointed Ms. Wang Juan as the secretary of the board and appointed two representatives for securities affairs [14][15][16] Group 3 - The board approved the revision of the "Board Authorization Management System" and the formulation of the "Board Authorization Decision Plan" to enhance the board's institutional framework [17][18] - The meeting was attended by all 11 directors, ensuring a full representation [4]
天虹股份: 董事会向总经理办公会授权管理办法(2025年修订)
Zheng Quan Zhi Xing· 2025-08-11 11:14
Core Points - The document outlines the authorization management measures from the board of directors to the general manager's office of Tianhong Digital Commerce Co., Ltd, aiming to enhance corporate governance and decision-making efficiency [1][2] - The authorization includes operational investment matters, contract changes, asset disposal, donations, and other management issues, while certain matters requiring special resolutions cannot be authorized [2][3] Group 1: General Principles - The authorization aims to improve decision-making efficiency and leverage the role of the general manager's office in operations [1] - The board will evaluate the effectiveness of authorized matters annually, continuing or retracting authorization based on performance [2] Group 2: Authorization Management - The board will adjust the authorization list dynamically to meet the actual needs of corporate management while maintaining relative stability [3][5] - The general manager's office must operate within the authorized scope and is liable for any losses caused by improper exercise of authority [3][4] Group 3: Specific Authorization Items - The authorization list includes investment matters related to new store construction, renovation, and equipment purchases, with specific financial thresholds defined [5][6] - The general manager's office can handle asset disposals and related transactions under certain monetary limits, ensuring compliance with the company's financial guidelines [6]
天虹股份: 董事会授权管理制度(2025年修订)
Zheng Quan Zhi Xing· 2025-08-11 11:14
Core Points - The document outlines the authorization management system of Tianhong Digital Commerce Co., Ltd, aiming to enhance decision-making efficiency and protect the rights of the company, shareholders, and creditors [1][2] - The authorization process involves the board delegating powers to the chairman and general manager under specific conditions, ensuring compliance with laws and regulations [1][2] - The board emphasizes principles such as risk prevention, limited authorization scope, timely adjustments, effective monitoring, and a balance between checks and efficiency [2][4] Authorization Principles - Authorization should prioritize risk prevention and be strictly controlled [2] - The scope of authorization must remain within the limits set by the shareholders' meeting and not exceed the board's legal powers [2] - Authorization permissions should remain stable but can be adjusted based on internal and external changes [2] - The board is responsible for monitoring the execution of authorized powers to ensure effective oversight [2] Authorization Scope and Duration - The chairman acts as the legal representative of the company within the powers defined by laws and the company's articles [4] - The board employs a "system + list" management model for authorizing the general manager, enhancing decision-making efficiency [4] - Authorization matters are categorized into long-term and temporary authorizations, with long-term matters defined by institutional regulations [4] Management and Supervision - Authorized individuals must adhere to relevant rules and management systems when exercising their powers [5] - The board can dynamically adjust authorization matters and has the right to supervise the decision-making process [5][6] Responsibilities - The board is the primary entity responsible for regulating authorization management and must correct any improper actions by authorized individuals [8] - Authorized individuals must act within their limits and report regularly to the board on their actions [8] - Serious consequences resulting from unauthorized actions or failure to act correctly will lead to accountability for the responsible parties [8][9] Miscellaneous - Any unresolved issues or conflicts with future laws or regulations will be governed by those laws or regulations [10] - The board is responsible for revising and interpreting this system, which takes effect upon approval [10]
重庆燃气: 重庆燃气集团股份有限公司董事会授权管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-15 13:15
Core Viewpoint - The article outlines the authorization management system of Chongqing Gas Group Co., Ltd., aimed at enhancing the decision-making efficiency of the board of directors and ensuring the protection of shareholders' and creditors' rights [1][6]. Group 1: General Principles - The authorization refers to the delegation of powers from the board of directors to governance entities such as the chairman and general manager [1]. - The basic principles of authorization include prudent authorization, suitability, timely adjustment, effective monitoring, and quality and efficiency [2]. Group 2: Authorization Objects - The board of directors can delegate certain powers to the chairman and general manager, while non-board entities cannot receive such delegations [2]. - Legal powers exercised by the board and matters requiring shareholder approval cannot be delegated [2]. Group 3: Authorization Content - The board must create or revise an authorization list, which is drafted by the board secretary and requires discussion by the company’s party committee before board approval [3]. - In special circumstances, temporary or specific authorizations must be documented with clear requirements [3]. Group 4: Authorization Management - The chairman and general manager must convene meetings to collectively discuss decisions on authorized matters, and if they need to abstain from voting, the matter should be submitted directly to the board [4][5]. - After decisions are made, the authorized individuals must ensure diligent execution and report progress to the board [5]. Group 5: Authorization Responsibilities - Authorized individuals must act within the scope of their authority and are accountable for any decisions that violate laws or company regulations, leading to significant losses [6]. Group 6: Supplementary Provisions - Any matters not covered by this system will follow relevant laws and regulations, and the board is responsible for interpreting the system [6].
新能泰山: 董事会授权管理办法
Zheng Quan Zhi Xing· 2025-07-10 10:11
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].