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金字火腿: 董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-06-30 16:24
Core Points - The establishment of the Audit Committee aims to enhance the decision-making function of the board and ensure effective supervision of the management team [1][2] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][3] Group 1: Committee Structure - The Audit Committee consists of three directors who are not senior management, including two independent directors [2] - The chairperson of the committee must be an independent director with accounting expertise [2] - The committee's term aligns with that of the current board, and members can be re-elected [2] Group 2: Responsibilities and Authority - The committee is tasked with overseeing external audit work, proposing the hiring or replacement of external auditors, and evaluating internal audit functions [3][4] - It must review the company's financial reports and ensure their accuracy and completeness, focusing on significant accounting and auditing issues [4][5] - The committee has the authority to propose changes in accounting policies and to supervise the implementation of corrective measures for any identified issues [5][6] Group 3: Internal Audit Oversight - The committee oversees the internal audit department, which reports directly to it and is responsible for evaluating the effectiveness of internal controls [6][7] - The internal audit department must conduct checks at least biannually and report any violations or irregularities to the committee [6][8] - The committee is responsible for assessing the internal control effectiveness and reporting any significant deficiencies to the board [7][8] Group 4: Meeting Procedures - The committee is required to meet at least quarterly, with additional meetings called as necessary [10][11] - A quorum for meetings requires the presence of at least two members, and decisions must be made by a majority vote [11][12] - All meeting proceedings must be documented accurately, and records are to be maintained for ten years [12][13]
金字火腿: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-06-30 16:24
General Provisions - The company establishes a system to regulate the management of resignations of directors and senior management, ensuring governance stability and protecting shareholders' rights [1] - This system applies to all directors (including independent directors) and senior management personnel regarding resignation, term expiration, and dismissal [1] Resignation Conditions and Effectiveness - Directors can resign before their term expires by submitting a written resignation report, effective upon receipt by the board, with disclosure required within two trading days [2] - Directors automatically resign if not re-elected upon term expiration, and shareholders can dismiss directors with immediate effect [2] - Senior management can also resign before their term expires, with specific procedures outlined in their labor contracts [2] Transfer Procedures and Unresolved Matters - Resigning directors and senior management must transfer all company-related documents and assets within three working days after resignation [3] - If the resigning personnel are involved in significant investments or financial decisions, an audit committee may initiate a departure audit [3] - The company can require resigning personnel to fulfill any outstanding public commitments, with the right to seek compensation for any losses incurred [3] Obligations of Resigning Directors and Senior Management - The loyalty obligations of directors and senior management remain effective for two years after their term ends [4] - There are restrictions on the transfer of shares during and after their tenure, with a limit of 25% of total shares held per year during their term and a six-month restriction post-resignation [4] - Resigning personnel must cooperate with the company in follow-up investigations regarding significant matters during their tenure [4] Accountability Mechanism - The board will review specific accountability plans for resigning personnel who fail to fulfill commitments or violate loyalty obligations [5] - Resigning personnel can appeal the accountability decisions within 15 days, but this does not affect the company's ability to take protective measures [5] Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws, regulations, and the company's articles of association [6] - The board is responsible for interpreting this system, which takes effect upon approval by the board [6]
锡业股份: 云南锡业股份有限公司关于召开2025年第二次临时股东大会的提示性公告
Zheng Quan Zhi Xing· 2025-06-29 16:17
Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on June 30, 2025, at 15:00 [1] - The meeting will be conducted both in-person and via online voting through the Shenzhen Stock Exchange systems [2] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system on June 30, 2025, from 9:15 to 15:00 [2] - Each shareholder can choose only one voting method, and duplicate votes will be counted based on the first valid vote [2] Agenda Items - The meeting will discuss the proposal for the company's share repurchase plan, which requires individual item voting [4][10] - The election of a non-independent director for the ninth board of directors will also be on the agenda [5][10] Registration and Attendance - All ordinary shareholders registered by the close of trading on June 23, 2025, are entitled to attend the meeting [2] - Specific registration procedures are outlined for both corporate and individual shareholders [6][7] Additional Information - The meeting will last half a day, and attendees are responsible for their own travel and accommodation expenses [7] - Detailed voting procedures and authorization forms for proxy voting are provided [8][9][11]
中润资源投资股份有限公司 第十一届董事会第二次会议决议公告
Group 1 - The company plans to change its name to "Zhaojin International Gold Co., Ltd." and its stock abbreviation to "Zhaojin Gold" [21][22] - The registered address will be changed to "9th Floor, Shandong Caixin Building, No. 25-6, Jiefang East Road, Lixia District, Jinan City" [21][23] - The changes are aimed at aligning with the company's development strategy and enhancing its brand image [22][24] Group 2 - The board of directors approved the amendments to the company's articles of association and related meeting rules [7][10] - The revised rules will be submitted for shareholder approval, requiring a two-thirds majority of the voting rights present at the meeting [2][9] - The company will hold its sixth extraordinary general meeting on July 16, 2025, to discuss the relevant proposals [16][27]
艾迪药业: 艾迪药业独立董事候选人声明与承诺-胡文言
Zheng Quan Zhi Xing· 2025-06-27 16:51
Core Points - The candidate, Hu Wenyuan, has been nominated as an independent director for Jiangsu Aidi Pharmaceutical Co., Ltd. and confirms his qualifications and independence [1][4] - The candidate possesses over five years of relevant experience in biopharmaceutical research, law, economics, accounting, finance, and management [1] - The candidate meets the legal and regulatory requirements for independent directors as outlined by various Chinese laws and regulations [1] - The candidate declares independence and does not fall under any disqualifying conditions related to family ties, shareholding, or business relationships with the company [1][3] - The candidate has no adverse records in the last 36 months, including no administrative or criminal penalties from the China Securities Regulatory Commission [2][3] - The candidate has not been disqualified from serving as an independent director due to attendance issues in previous roles [3] - The candidate has participated in training and holds relevant certification recognized by the stock exchange [6] - The candidate commits to adhering to laws, regulations, and the rules of the Shanghai Stock Exchange while ensuring sufficient time and effort to fulfill his duties [4]
新世界: 新世界独立董事制度(2025年修订)
Zheng Quan Zhi Xing· 2025-06-27 16:50
第一章 总则 第一条 按照建立现代企业制度的要求,进一步完善新世界股份有限公司(以下 简称"公司")治理结构,促进公司的规范运作,维护公司整体利益,提高公司决 策的科学性和民主性,根据《中华人民共和国公司法》(以下简称"《公司 法》")、《上市公司独立董事管理办法》、《上市公司治理准则》和《上海新世 界股份有限公司章程》(以下简称"《公司章程》")的有关规定,制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务,并与公司及其主要股 东、实际控制人不存在直接或者间接利害关系,或者其他可能影响其进行独立客观 判断的关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务,并应当按照相关法律 法规、中国证券监督管理委员会(以下简称"中国证监会")规定、上海证券交易 所业务规则和公司章程的规定,认真履行职责,在董事会中发挥参与决策、监督制 衡、专业咨询作用,维护公司整体利益,保护中小股东合法权益。 独立董事应当独立履行职责,不受公司及其主要股东、实际控制人等单位或者 个人的影响。 独立董事应当重点关注公司的关联交易、对外担保、募集资金使用、社会公众 股股东保护、重大资产重组、重大投融资活动、董事和 ...
富祥药业: 董事津贴管理制度
Zheng Quan Zhi Xing· 2025-06-27 16:48
江西富祥药业股份有限公司 (2025年6月) 为建立与现代公司制度相适应的收入分配制度,促进公司健康、持续、稳定 发展,特制订《江西富祥药业股份有限公司董事津贴管理制度》 第一条 本制度适用对象: (一) 外部董事,指通过公司董事会及股东会选聘的,不与公司签订劳动合 同或聘用合同,不在公司担任除董事以外其他职务的非独立董事;独立董事也属 于外部董事; (二) 内部董事,指通过公司董事会及股东会选聘的,与公司签订劳动合同 或聘用合同的公司员工或公司管理人员兼任的董事; 第二条 外部董事(非独立董事)的津贴每人每年30,000元人民币(税后),独立 董事的津贴每人每年100,000元人民币(税后)。 第三条 内部董事的薪酬依据公司相关薪酬管理制度规定,按月发放;公司不 向其另行发放津贴。 第四条 外部董事的津贴由公司按照国家有关规定代扣代缴个人所得税。于 股东会决议通过当日起每月计算发放。 第五条 外部董事因换届、改选、任期内辞职等原因离任的,按其实际任期计 算津贴并予以发放。 (以下简称"本制 度")。 第七条 公司董事在任职期间,发生下列任一情形,公司不予发放绩效年薪或 津贴: (一) 被证券交易所公开谴责或 ...
富祥药业: 董事和高级管理人员持有公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-06-27 16:48
Core Points - The document outlines the regulations governing the trading of company shares by directors, senior management, and securities representatives of Jiangxi Fuxiang Pharmaceutical Co., Ltd. [1][2] - It emphasizes compliance with relevant laws and regulations to prevent insider trading and market manipulation [2][4] - The document specifies the restrictions on share transfers and trading periods for directors and senior management [4][5] Group 1: Regulations and Compliance - The company establishes a system to regulate stock trading by its directors and senior management, ensuring adherence to the Company Law and Securities Law [1][2] - Directors and senior management must notify the board secretary of their trading plans three trading days in advance [2][3] - Specific prohibitions on share transfers are outlined, including restrictions during certain periods and under specific conditions [4][5] Group 2: Trading Restrictions - Directors and senior management cannot transfer shares within one year of the company's stock listing or within six months after leaving the company [4][5] - Trading is also restricted during the fifteen days prior to the announcement of annual and semi-annual reports [5][6] - Violations of trading regulations may result in the company recovering profits from illegal trades and disclosing the circumstances [6][7] Group 3: Reporting and Disclosure - Directors and senior management must report any changes in their shareholdings within two trading days [9][10] - The company is responsible for ensuring accurate and timely reporting of share transactions to the Shenzhen Stock Exchange [7][9] - Additional reporting requirements are imposed for significant shareholding changes that meet specific thresholds [9][10] Group 4: Accountability and Penalties - The company can impose penalties on directors and senior management for violations of the trading regulations, including warnings and potential dismissal [27][28] - Serious violations may lead to civil liability or criminal prosecution [27][28] - The company must maintain records of any violations and report them to regulatory authorities as required [28][29]
富祥药业: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-06-27 16:48
Core Viewpoint - The document outlines the governance structure and operational guidelines for Jiangxi Fuxiang Pharmaceutical Co., Ltd, emphasizing the importance of independent directors in protecting the interests of minority shareholders and ensuring the company's compliance with relevant laws and regulations [3][4][5]. Group 1: Governance Structure - The company aims to improve its governance structure by enhancing the board's composition and strengthening the oversight of non-independent directors and management [3]. - Independent directors are defined as those who do not hold any other positions within the company and have no significant relationships that could affect their impartial judgment [4][5]. - At least one-third of the board members must be independent directors, including at least one with accounting expertise [5][6]. Group 2: Responsibilities and Rights of Independent Directors - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have the right to independently hire external consultants for audits or investigations and can propose the convening of extraordinary shareholder meetings [11][18]. - Independent directors must disclose their dissenting opinions on board resolutions, ensuring transparency and accountability [20][21]. Group 3: Appointment and Termination - Independent directors can be nominated by the board or shareholders holding at least 1% of the company's shares, with a cumulative voting system for elections [10][11]. - Their term aligns with that of other directors but cannot exceed six consecutive years [14]. - If an independent director resigns, the company must fill the vacancy within 60 days to maintain the required proportion of independent directors [10][14]. Group 4: Compliance and Reporting - Independent directors are required to conduct annual self-assessments of their independence and report their findings to the board [7]. - They must submit an annual performance report to the shareholders' meeting, detailing their attendance and participation in board activities [20][21]. - The company is obligated to provide independent directors with necessary resources and support to fulfill their duties effectively [23][24].
华域汽车: 华域汽车2024年年度股东大会决议公告
Zheng Quan Zhi Xing· 2025-06-27 16:47
Meeting Details - The shareholders' meeting was held on June 27, 2025, at the Shanghai Automotive Group Training Center [1] - The meeting was conducted with both on-site and online voting, complying with the Company Law and Articles of Association [1] - The chairman of the meeting was Mr. Wang Xiaoqiu, and all board members, supervisors, and the board secretary attended [1] Voting Results - All non-cumulative voting proposals were approved with significant majority support, including: - Proposal for cash dividend distribution of 8.00 yuan per share (before tax), totaling approximately 2.52 billion yuan [1] - Voting results showed 99.8166% approval for the cash dividend proposal [1] - The total share capital as of December 31, 2024, was 3,152,723,984 shares [1] Legal Compliance - The meeting's procedures, including the qualifications of attendees and voting processes, were confirmed to be in accordance with the Company Law and relevant regulations [3] - Lawyers Fu Yangyuan and Wei Xi verified the legality and validity of the voting results [3]