现代企业制度

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新特电气: 新特电气 经理工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-21 12:18
General Provisions - The company establishes managerial guidelines to regulate the behavior of managers and senior management, ensuring they fulfill their duties and responsibilities in accordance with relevant laws and regulations [1][2] - Senior management must adhere to legal and regulatory requirements, act in good faith, and protect the company's interests [1][2] Appointment and Qualifications of Senior Management - The company appoints one manager who is responsible for overall operations and reports directly to the board of directors; several deputy managers and a financial officer are also appointed [2][3] - Senior management must possess necessary professional knowledge and good ethical standards; certain disqualifications are outlined for potential candidates [2][3] Powers of Managers and Senior Management - The manager is accountable to the board and has the authority to oversee production and operations, implement board resolutions, and propose management structures [3][4] - Deputy managers assist the manager and have specific responsibilities, including managing departments and making recommendations on personnel matters [4][5] Managerial Meeting System - The company implements a managerial meeting system to discuss significant operational and management issues, with meetings convened by the manager [5][6] - The manager has the authority to call temporary meetings as needed, and decisions made in these meetings require thorough discussion and documentation [6][7] Reporting System - The manager is required to report to the board and ensure the accuracy of the reports, especially during the board's recess [8][9] Incentive and Restraint Mechanism - Specific assessment methods for managers and senior management will be developed based on the company's actual situation [10][11] - Violations of the guidelines by managers or senior management can lead to corrective actions, compensation for losses, or dismissal from their positions [10][11] Supplementary Provisions - Any matters not covered by these guidelines will be governed by national laws and regulations, and the guidelines will be revised as necessary [11]
锡南科技: 公司章程
Zheng Quan Zhi Xing· 2025-08-21 08:19
General Provisions - Wuxi Xinan Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [2][3] - The company is registered in Wuxi, Jiangsu Province, with a registered capital of RMB 100 million [2][5] - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [2][3] Business Objectives and Scope - The company's business objective is to establish and improve a modern enterprise system, focusing on the research, production, and development of automotive lightweight alloy components and materials [4][5] - The business scope includes the research, manufacturing, processing, and sales of aluminum alloy products, as well as import and export of various goods and technologies [5] Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [6][18] - The total number of shares issued at establishment is 75 million, with a total of 100 million shares currently [7][18] - The company can increase capital through various methods, including issuing new shares and employee stock ownership plans [9][24] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of the company's operations [12][13] - The company must hold an annual general meeting within six months after the end of the fiscal year [50] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [61][62] Board of Directors - The board of directors is responsible for the company's operations and must report to the shareholders [77] - Directors must attend shareholder meetings and respond to inquiries from shareholders [78][79] - The board must ensure that shareholder meetings are conducted fairly and transparently [66][67]
华友钴业: 总经理工作细则
Zheng Quan Zhi Xing· 2025-08-17 10:12
第一章 总 则 第一条 为适应现代企业制度的要求,促进浙江华友钴业股份有限公司(以 下简称"公司")经营管理的制度化、规范化、科学化,确保公司重大经营决策 的正确性、合理性,提高民主决策、科学决策水平,根据《中华人民共和国公司 法》及《浙江华友钴业股份有限公司公司章程》 (以下简称《公司章程》)的规定, 特制定本《工作细则》。 第二条 公司总经理由董事会聘任,主持公司的日常业务经营和管理工作, 组织实施董事会会议决议,对董事会负责。 第二章 总经理的任职资格及任免 第三条 总经理应当具备下列任职条件: (一)具有较丰富的经济理论知识、管理知识及实践经验,具有较强的经营 管理能力; 浙江华友钴业股份有限公司 (二)具有调动员工积极性、知能善任、协调各种内外关系和统揽全局的能 力; (三)具有一定年限的企业管理或经济工作经历,精通本行,熟悉国家有关 政策、法律、法规以及行业的经营与管理; (四)诚信勤勉、廉洁奉公。 第四条 有下列情形之一的,不得担任本公司的总经理: (一)无民事行为能力或者限制民事行为能力; (二)因犯有贪污、贿赂、侵占财产、挪用财产罪或者破坏社会经济秩序罪, 被判处刑罚,或者因犯罪被剥夺政治权 ...
新通联: 新通联总经理工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-15 11:17
General Principles - The purpose of the work guidelines is to adapt to the needs of establishing a modern corporate system and ensure the standardized operation of the corporate governance structure of Shanghai Xintonglian Packaging Co., Ltd [1] - The general manager is defined as the individual or authorized deputy general managers who exercise the authority of the general manager [1] - The work of the general manager should adhere to the principles of integrity, diligence, legality, and efficiency [1] Appointment of General Manager - The company appoints one general manager and two deputy general managers, who are hired or dismissed by the board of directors [2] - The general manager must comply with laws, regulations, and the company's articles of association, fulfilling obligations of integrity and diligence [2] - The term of the general manager is three years, with the possibility of reappointment [2] Powers of the General Manager - The general manager is responsible to the board of directors and exercises various powers, including managing production operations, implementing board resolutions, and proposing the appointment or dismissal of senior management [2][3] - The general manager must not alter shareholder or board resolutions or exceed the scope of authority [2][3] - The general manager is required to report on significant contracts, fund utilization, and profit and loss situations to the board [2][3] Responsibilities of Deputy General Manager and Financial Director - The deputy general manager assists the general manager and is responsible for various operational areas such as production management, safety, and human resources [3][4] - The financial director is responsible for financial management, including drafting financial accounting systems and reviewing financial reports [4] Meeting Rules - The general manager convenes and presides over meetings, which are held bi-monthly or as needed [5][6] - Meeting records must be maintained for at least ten years and include details such as attendees and discussion points [6] - The general manager must report to the board on significant matters requiring board approval [5][6] Reporting System - The general manager is required to report regularly to the board and accept supervision [9] - During board recess, the general manager must report monthly to the chairman on operational and asset management [9] Implementation and Amendments - The guidelines take effect upon approval by the board and will be amended in accordance with national laws and regulations [9]
兰剑智能: 兰剑智能科技股份有限公司章程
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Points - The company, BlueSword Intelligent Technology Co., Ltd., was established through the overall change of Shandong Lanjian Logistics Technology Co., Ltd. and is registered in Jinan High-tech Industrial Development Zone [2][3] - The company was approved for registration by the China Securities Regulatory Commission on September 29, 2020, and publicly issued 18.17 million shares on December 2, 2020, listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board [3][4] - The registered capital of the company is RMB 1,026.79640 million [3] - The company aims to establish and improve a modern enterprise system, enhance internal management and technological innovation, and develop high-tech, high-quality products and services [5][6] Company Structure - The company is a permanent stock company and operates under the Company Law and Securities Law of the People's Republic of China [2][3] - The company has a board of directors, a general manager, and other senior management personnel, with the chairman serving as the legal representative [4][6] - The company has established a Communist Party organization in accordance with the Party's regulations [4] Share Issuance and Management - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [7][8] - The company has issued a total of 1,026.79640 million shares, all of which are ordinary shares [8] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [9][10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations, and can request meetings and access to company documents [13][14] - Shareholders are required to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [19][20] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [47][48] - The board of directors is responsible for convening shareholder meetings and ensuring compliance with legal and regulatory requirements [51][52] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting [53][54]
株冶集团: 株冶集团公司章程
Zheng Quan Zhi Xing· 2025-08-12 10:16
株洲冶炼集团 股份有限公司 章 程 二零二五年八月 目 录 株洲冶炼集团股份有限公司 章 程 第一章 总 则 第一条 为维护株洲冶炼集团股份有限公司、股东、职工和债权人的合法权 益,规范株洲冶炼集团股份有限公司的行为准则,坚持和加强党的全面领导,完 善公司治理结构,建设中国特色现代国有企业制度,根据《中华人民共和国公司 法》(以下简称《公司法》)、《中华人民共和国证券法》(以下简称《证券法》)、 《中国共产党章程》(以下简称《党章》)和其他有关规定,结合株洲冶炼集团股 份有限公司实际情况,制定本章程。本章程是株洲冶炼集团股份有限公司的最高 行动准则。 第二条 株洲冶炼集团股份有限公司系依照《公司法》和其他有关规定成立 的股份有限公司(以下简称为"株冶集团"或"公司")。 公司经湖南省人民政府湘政函[2000]208 号文批准,由湖南火炬有色金属有 限公司的全体股东共同以发起方式设立;在株洲市市场监督管理局注册登记,统 一社会信用代码:91430200616777117P。公司实行自主经营、独立核算、自负盈 亏,具有独立的法人资格,其行为受国家法律约束,其合法权益和经营活动受国 家法律保护。 第三条 公司于 2 ...
东富龙:公司经营管理团队人员稳定
Zheng Quan Ri Bao Wang· 2025-08-08 12:23
Group 1 - The company has established a modern corporate system centered on corporate governance standards [1] - The internal organizational structure is aligned with the business operations [1] - The management team is stable [1]
北新路桥: 总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Points - The document outlines the operational guidelines and responsibilities of the General Manager of Xinjiang Beixin Road and Bridge Group Co., Ltd, emphasizing the need for a modern corporate governance structure [1][2][3] General Provisions - The company establishes a General Manager position, nominated by the Chairman and appointed by the Board of Directors [1] - The General Manager is responsible for daily operations and management, implementing Board resolutions, and reporting to the Board [1] Qualifications and Appointment Procedures - The General Manager must possess extensive economic and management knowledge, strong operational capabilities, and relevant industry experience [2] - Specific disqualifications for the General Manager include criminal convictions related to financial misconduct, bankruptcy responsibilities, and being a public servant [2][3] Authority of the General Manager - The General Manager has the authority to implement Board decisions, propose development plans, manage financial allocations, and oversee employee management [4][5] - The General Manager must report to the Board and cannot alter Board resolutions without prior approval [5][6] Responsibilities of the General Manager - The General Manager is tasked with protecting company assets, ensuring compliance with laws and regulations, and enhancing market competitiveness [7][8] - Duties include maintaining employee training, fostering company culture, and avoiding conflicts of interest [9][10] Reporting Requirements - The General Manager is required to report to the Board at least once a month on various operational aspects, including project progress and financial status [11][12]
粤 传 媒: 公司章程
Zheng Quan Zhi Xing· 2025-07-31 16:05
Core Points - The company aims to establish a modern corporate system to protect the rights and interests of shareholders, employees, and creditors while ensuring the preservation and appreciation of state-owned assets [3][4] - The company operates under the guidelines of various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [3][4] - The company was established in 1992 and has undergone several name changes and restructuring processes [4][5] Chapter Summaries Chapter 1: General Principles - The company is committed to maintaining the legal rights of its stakeholders and adhering to relevant laws and regulations [3][4] Chapter 2: Business Objectives and Scope - The company's business objectives include improving operational mechanisms, enhancing management and technical capabilities, and expanding market reach [7][8] Chapter 3: Shares - The company issues shares in the form of stocks, with a total share capital of 1,161,058,174 shares, each with a par value of 1.0 RMB [9][10] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, participate in meetings, and supervise company operations [14][15] - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year [19] Chapter 5: Board of Directors - The board of directors is responsible for the overall management and decision-making of the company [20][21] Chapter 6: General Manager and Other Senior Management - The company has provisions for appointing a general manager and other senior management personnel [6] Chapter 7: Party Building - The company establishes a party organization to ensure the political core role of the party within the corporate governance structure [7] Chapter 8: Finance, Accounting, and Auditing - The company adheres to financial accounting systems and internal auditing practices [8] Chapter 9: Notifications, Announcements, and Investor Relations Management - The company is required to manage investor relations and provide timely notifications and announcements [9] Chapter 10: Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - The company outlines procedures for mergers, divisions, and capital adjustments [10] Chapter 11: Amendments to the Articles of Association - The company can amend its articles of association as needed, subject to shareholder approval [11] Chapter 12: Supplementary Provisions - The company operates under supplementary provisions that align with its operational practices and legal requirements [12]
苏试试验: 总经理工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-29 16:32
总经理工作细则 苏州苏试苏试试验集团股份有限公司 第一章 总 则 第一条 为适应现代企业制度的要求,促进苏州苏试苏试试验集团股份有限 公司(以下简称"公司")经营管理的制度化、规范化、科学化,确保公司重大 经营决策的正确性、合理性,根据《中华人民共和国公司法》(以下简称"《公 司法》")、《深圳证券交易所上市公司自律监管指引第2号——创业板上市公 司规范运作》等法律、法规、规范性文件和《苏州苏试试验集团股份有限公司章 程》(以下简称"《公司章程》")等的规定,特制定本工作细则。 第二条 总经理是董事会领导下的公司日常经营管理的负责人。总经理对董 事会负责,执行董事会决议,主持公司的日常生产经营和管理工作。 第二章 总经理的聘任 第三条 公司总经理由董事长提名,董事会聘任。其他高级管理人员由总经 理提名,董事会聘任。公司董事可受聘兼任总经理及其他高级管理人员,但兼任 高级管理人员职务以及由职工代表担任的董事总数不得超过公司董事会成员的 二分之一。 第四条 公司设总经理一人,并根据需要设副总经理若干人。 第五条 总经理、副总经理、董事会秘书、财务负责人和总经理助理等高级 管理人员必须专职,不得在控股股东、实际控制 ...