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安正时尚: 安正时尚集团股份有限公司战略委员会工作制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
General Overview - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making processes for major investments [1][3] - The committee operates independently and is responsible for long-term strategic planning and significant investment decisions [1][3] Committee Composition - The committee consists of at least three directors, including at least one independent director [2] - The committee chair is elected by the board and is responsible for convening meetings [2] Responsibilities and Authority - The committee's primary responsibilities include researching and proposing suggestions for the company's long-term strategic planning and major investment decisions [3] - It is authorized to review significant matters such as external investments, asset acquisitions, and financing plans [3] Meeting Procedures - The committee must hold at least one regular meeting each fiscal year, with provisions for special meetings as needed [4] - Meeting notifications must be sent at least three days in advance, detailing the agenda and other relevant information [4][5] Voting and Decision-Making - A quorum of two-thirds of committee members is required to hold a meeting, and decisions must be approved by a majority of those present [6][8] - Voting can be conducted through various methods, including in-person and electronic means [8] Record Keeping - Meeting minutes must be recorded and maintained for a minimum of ten years, including details of decisions made and voting outcomes [9][10]
安正时尚: 安正时尚集团股份有限公司审计委员会工作制度
Zheng Quan Zhi Xing· 2025-08-27 16:40
安正时尚集团股份有限公司 董事会审计委员会工作制度 第一章 总则 第一条 为强化安正时尚集团股份有限公司(以下简称"公司")董事会决 策功能,建立和健全董事会的审计评价和监督机制,进一步完善公司治理结构, 确保董事会对经理层的有效监督,公司董事会根据《中华人民共和国公司法》 (以 下简称《公司法》)、《上市公司治理准则》《上海证券交易所上市公司自律监 管指引第 1 号——规范运作》 《安正时尚集团股份有限公司章程》 (以下简称《公 司章程》)及其它有关规定,特决定设立安正时尚集团股份有限公司董事会审计 委员会(以下简称"委员会"),并制订本工作制度。 第二条 委员会所作决议,必须遵守《公司章程》、本工作制度及其他有关 法律、法规和规范性文件的规定。 第三条 委员会根据《公司章程》和本工作制度规定的职责范围履行职责, 独立工作,不受公司其他部门干涉。委员会对董事会负责,向董事会报告工作。 第二章 人员构成 第四条 委员会由三名董事组成,委员应当为不在公司担任高级管理人员的 董事,其中过半数委员须为公司独立董事。委员中至少有一名独立董事为专业会 计人士。公司董事会成员中的职工代表可以成为委员。 委员会全部成员均须 ...
味知香: 审计委员会工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:31
苏州市味知香食品股份有限公司 审计委员会工作制度 第一章 总 则 第一条 为适应战略发展需要,增强公司核心竞争力,确定公司发展规划, 健全投资决策程序,加强决策科学性,提高重大投资决策的效益和决策的质量, 完善公司治理结构,根据《中华人民共和国公司法》(以下简称"《公司法》")、 《上市公司治理准则》、《上海证券交易所上市公司自律监管指引第 1 号——规 范运作》等法律法规、规范性文件及《苏州市味知香食品股份有限公司章程》 (以 下简称"公司章程")的有关规定,公司董事会特设立董事会审计委员会(以下 简称"委员会"),并制定本制度。 第二条 审计委员会是董事会下设的专门委员会,对董事会负责,向董事会 报告工作,审计委员会的提案应当提交董事会审议决定。 第三条 审计委员会成员原则上应当独立于公司的日常经营管理事务,须保 证足够的时间和精力履行委员会的工作职责,勤勉尽责,切实有效地监督公司的 外部审计,指导公司内部审计工作,促进公司建立有效的内部控制并提供真实、 准确、完整的财务报告。 第四条 公司须为审计委员会提供必要的工作条件,配备专门人员或机构承 担审计委员会的工作联络、会议组织、材料准备和档案管理等日常工 ...
上海雅仕: 董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:18
General Principles - The rules aim to enhance the efficiency and scientific decision-making of the board of directors of Shanghai Yashi Investment Development Co., Ltd. [1] - The rules are established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors, with at least one being a professional accountant [2] - The board has the authority to convene shareholder meetings, execute resolutions, and decide on the company's operational plans and investment proposals [2][3] Board Meetings - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings held annually [5] - A temporary meeting must be convened under specific circumstances, such as a proposal from shareholders holding more than 10% of voting rights [6] Meeting Procedures - The chairman of the board is responsible for convening and presiding over meetings, with the vice-chairman assisting [7] - Meeting notifications must be sent out in advance, with specific content requirements including time, location, and agenda [8][9] Voting and Resolutions - A quorum requires more than half of the directors to be present for the meeting to proceed [9] - Decisions are made based on a majority vote, with specific rules for abstentions and conflicts of interest [13][14] Record Keeping and Disclosure - The board must maintain accurate records of meetings, including attendance, agenda, and voting results [31][32] - The board secretary is responsible for ensuring compliance with disclosure requirements as per laws and company regulations [35] Amendments and Implementation - The rules are subject to approval by the shareholders' meeting and can be amended accordingly [38][39] - The rules take effect upon approval and replace any previous regulations [42]
上海雅仕: 董事会专门委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:18
Group 1 - The company establishes an Audit Committee to enhance internal control capabilities and improve internal control procedures [1][2] - The Audit Committee is composed of three directors who are not senior management and must include a majority of independent directors, with at least one accounting professional [6][8] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [14][16] Group 2 - The company sets up a Strategic Development Committee to ensure the scientific nature of strategic planning and enhance sustainable development capabilities [21][22] - The Strategic Development Committee is responsible for researching and proposing long-term development strategies and major strategic investments [23][25] - The committee's decisions must comply with the company's articles of association and relevant laws, and any violations render the decisions invalid [21][24] Group 3 - The company forms a Compensation and Assessment Committee to establish a performance evaluation system for senior management and manage compensation schemes [33][34] - The Compensation Committee consists of three directors, with a majority being independent directors, and is responsible for evaluating performance indicators for senior management [34][35] - The committee's resolutions must adhere to the company's articles of association and relevant laws, with invalid decisions subject to challenge within 60 days [33][34]
长华集团: 长华集团总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:18
Core Points - The document outlines the operational guidelines for the management team of Changhua Holdings Group Co., Ltd, emphasizing the importance of institutionalized, standardized, and scientific management practices to ensure effective decision-making and accountability [2][3] Summary by Sections General Provisions - The guidelines aim to ensure that the management team, including the general manager, deputy general managers, and financial officers, fulfill their duties diligently and responsibly [2] - The management team must adhere to laws, regulations, and the company's articles of association, reporting to the board of directors [2] Composition and Appointment Procedures - The management team consists of one general manager, several deputy general managers, and one financial officer, with a term of three years that can be renewed [4] - The general manager is nominated by the chairman and appointed by the board, while deputy general managers and financial officers are nominated by the general manager and appointed by the board [5][6] Responsibilities and Division of Labor - The general manager is responsible for the overall management of the company, implementing board decisions, and reporting on operations [12] - Deputy general managers assist the general manager and handle specific operational tasks as assigned [15] - The financial officer oversees financial management and compliance with accounting regulations [16] Reporting System - The general manager must report quarterly to the board on the company's operational status and any significant contracts or financial activities [33][34] - In case of major incidents or lawsuits, the general manager and senior management must promptly inform the board [36] Performance Evaluation and Incentives - The board is responsible for evaluating the performance of the general manager and senior management, linking compensation to company performance and individual achievements [37][38] - A long-term incentive and restraint mechanism should be established, potentially including stock incentive plans [39] Miscellaneous Provisions - The guidelines will take effect upon approval by the board and will be interpreted by the board in case of any ambiguities [44][45]
长华集团: 长华集团董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:18
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Changhua Holdings Group Co., Ltd, aiming to ensure stable corporate governance and protect shareholder rights [1]. Group 1: General Provisions - The system applies to all directors (including independent directors) and senior management personnel regarding various resignation scenarios [1]. - The resignation management is based on relevant laws, regulations, and the company's articles of association [1]. Group 2: Resignation Scenarios - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the company, unless it results in a violation of minimum board member requirements [2]. - The company must complete the election of new directors within 60 days of a resignation to ensure compliance with legal and regulatory requirements [2]. - Senior management can also resign before their term ends, with specific procedures outlined in their labor contracts [2]. Group 3: Responsibilities and Obligations After Resignation - Former directors and senior management must not use their previous positions to interfere with the company's operations or harm shareholder interests, with obligations lasting for two years post-resignation [3][4]. - Confidentiality obligations regarding trade secrets and insider information remain effective until such information becomes public [4]. - Any public commitments made during their tenure must be fulfilled, and uncompleted commitments must be documented before resignation [4]. Group 4: Accountability Mechanism - The board of directors is responsible for holding former directors and senior management accountable for any violations of laws or company regulations that result in losses to the company [5]. - Those who disagree with accountability decisions can request a review from the audit committee within 15 days of notification [5].
味知香: 关于取消监事会并修订《公司章程》及制定、修订部分制度的公告
Zheng Quan Zhi Xing· 2025-08-27 16:18
证券代码:605089 证券简称:味知香 公告编号:2025-050 苏州市味知香食品股份有限公司 关于取消监事会并修订《公司章程》及制定、修订部 分制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担个别及连带责任。 为进一步规范公司运作,完善公司治理,根据《中华人民共和国公司法》 《中 华人民共和国证券法》《上市公司章程指引》等相关法律、法规和规范性文件的 规定,苏州市味知香食品股份有限公司(以下简称"公司")于 2025 年 8 月 26 日召开了公司第三届董事会第八次会议审议通过了《关于取消监事会并修订 <公> 司章程>及制定、修订部分制度的议案》,公司结合自身实际情况,拟取消监事会, 监事会的职权由董事会审计委员会行使,《监事会议事规则》等监事会相关制度 相应废止,并对《公司章程》及相关制度进行修订,同时新制定部分制度。具体 情况如下: 一、取消监事会及修订《公司章程》情况 修订前 修订后 第一条 为维护公司、股东和债权人的合法权益,规 第一条 为维护公司、股东、职工和债权人的合 法权 范公司的组织和行为,根据《中华人民 ...
味知香: 总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:18
General Provisions - The company aims to improve its governance structure and enhance the efficiency of the general manager's work by establishing detailed guidelines based on relevant laws and regulations [2] - The general manager is responsible for daily management and production direction, acting as the head of administrative work within the scope of business authorized by the board of directors [2][3] Appointment Conditions and Powers of the General Manager - The company appoints one general manager who is accountable to the board of directors and can be hired or dismissed by them [3] - Specific disqualifications for the general manager include lack of civil capacity, criminal convictions related to corruption or economic crimes, and being listed as a dishonest executor by the court [2][3] Term and Authority - The term of the general manager is three years, with the possibility of reappointment [3] - The general manager has the authority to manage production operations, implement board resolutions, and propose the hiring or dismissal of senior management [3][4] General Manager's Office Meeting System - The general manager's office meetings are chaired by the general manager or a designated deputy, held weekly as regular meetings, with additional temporary meetings as needed [4] - Decisions made in these meetings should be thoroughly discussed, aiming for consensus, with the general manager's opinion prevailing in case of disagreement [4] Asset Disposal and Investment Decision Authority - The general manager has the authority to make decisions regarding operational expenses, risk investments, and other matters as authorized by the board [5] - Transactions involving assets that exceed 1% of the company's audited total assets or revenue must be submitted for approval by the chairman [5][6] Reporting System - The general manager is required to report regularly or as needed to the board on various matters, including the implementation of annual plans and significant contracts [6] - Reports can be delivered orally or in writing, depending on the board's requirements [6] Supplementary Provisions - Any matters not covered by these guidelines will follow relevant Chinese laws and regulations, with the guidelines taking effect upon board approval [6]
海锅股份: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-27 16:12
Group 1 - The fourth meeting of the board of directors of Zhangjiagang Haiguo New Energy Equipment Co., Ltd. was held on August 27, 2025, with all seven directors present, confirming the legality and validity of the meeting [1] - The board approved the 2025 semi-annual report and its summary, which accurately reflects the company's operational and financial status during the reporting period [1][2] - The board confirmed that the use of raised funds complied with relevant regulations and there were no violations or changes that could harm shareholder interests [2][3] Group 2 - The board approved the provision for credit impairment losses and asset impairment losses, aligning with accounting standards and reflecting the company's actual situation [2][3] - The company plans to revise its articles of association and seek shareholder approval for related business registration changes [3] - The board agreed to enhance governance structures and operational standards in accordance with relevant laws and regulations [3][6] Group 3 - The board appointed Ms. Yu Danyang as the securities affairs representative to assist the board secretary [6] - A temporary shareholders' meeting is scheduled for September 12, 2025 [6] - All resolutions passed during the meeting received unanimous approval from the directors [4][5]