公司法人治理结构
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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]
韶能股份: 广东韶能集团股份有限公司董事会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-03 16:26
Core Points - The document outlines the rules for the board of directors of Guangdong Shaoneng Group Co., Ltd., emphasizing the importance of scientific decision-making and legal compliance in corporate governance [1] - The board consists of nine directors, including one chairman and one to two vice-chairmen, with at least one-third being independent directors [1][2] - The board has specific powers, including convening shareholder meetings, executing shareholder resolutions, and deciding on major operational and investment plans [2][3] Group 1 - The board is responsible for formulating profit distribution plans and loss compensation schemes [2] - The board must discuss and resolve significant investment projects exceeding 15% of the company's net assets before implementation [4] - The chairman of the board has the authority to convene and preside over meetings, ensuring the execution of board resolutions [3][5] Group 2 - Board meetings must be held at least twice a year, with proper notification to all directors [6] - A quorum for board meetings requires the presence of more than half of the directors [8] - Decisions made in board meetings must be recorded, including details such as meeting date, attendees, and voting results [27]