董事会秘书工作规范

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中航西飞: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-07-16 12:10
第二条 公司设董事会秘书 1 名,董事会秘书由董事长提名,经董事会聘任 或解聘。董事会秘书是公司高级管理人员,对公司负有诚信和勤勉义务,不得利 用职权为自己或他人谋取利益。 第三条 董事会秘书是公司及相关信息披露义务人与证券监管部门和深圳证 券交易所之间的指定联络人,依据有关法律、行政法规、部门规章、规范性文件 以及《公司章程》履行职责。 第二章 董事会秘书资格和任免 第四条 公司董事会秘书应具有下列任职资格: (一) 具备履行职责所必需的财务、管理、法律等专业知识;具有良好的 职业道德和个人品德,严格遵守有关法律、法规和部门规章,能够忠诚地履行职 责; (二) 根据深圳证券交易所的要求,取得董事会秘书资格证书、董事会秘 书培训证明或具备任职能力的其他证明。 中航西安飞机工业集团股份有限公司 (经 2025 年 7 月 16 日第九届董事会第十一次会议审议通过) 第一章 总则 第一条 为规范中航西安飞机工业集团股份有限公司(以下称"公司")董 事会秘书的行为,充分发挥董事会秘书的作用,根据《中华人民共和国公司法》 《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范 ...
奥特维: 《无锡奥特维科技股份有限公司董事会秘书工作细则》(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-24 18:19
Core Points - The document outlines the working rules for the Secretary of the Board of Wuxi Autowei Technology Co., Ltd, emphasizing the importance of the role in ensuring compliance and effective communication with regulatory bodies [1][2] - The Secretary is responsible for organizing board meetings, managing information disclosure, and maintaining investor relations, among other duties [2][3][4] Group 1: General Provisions - The Secretary of the Board is a senior management position responsible for fulfilling legal obligations and ensuring the board's decisions are made according to established procedures [1][2] - The company must provide necessary conditions for the Secretary to perform their duties, with support from board members and other senior management [10] Group 2: Qualifications and Responsibilities - The Secretary must possess knowledge in finance, management, and law, and must have a certificate from the stock exchange for training [5][6] - Key responsibilities include preparing board meetings, ensuring compliance with decision-making processes, managing information disclosure, and maintaining confidentiality of sensitive information [3][4][6] Group 3: Appointment and Replacement - The Secretary is appointed by the board chairman and must sign a contract outlining rights and obligations [5][6] - In case of vacancy, the board must appoint an interim Secretary and complete the hiring process within six months [7][10] Group 4: Work Procedures - The Secretary is responsible for organizing meetings, ensuring timely notifications, and maintaining accurate records for at least ten years [8][9] - The Secretary must coordinate responses to inquiries from regulatory bodies and ensure compliance with disclosure requirements [8][9] Group 5: Legal Responsibilities - The Secretary has a duty of loyalty and diligence to the company, must adhere to the company’s articles, and is accountable for any violations of laws or regulations [9][10] - In case of dismissal or resignation, the Secretary must undergo an exit review and ensure proper handover of responsibilities [7][9]
久盛电气: 董事会秘书工作规则
Zheng Quan Zhi Xing· 2025-06-19 08:32
General Provisions - The company establishes rules to regulate its behavior and clarify the responsibilities and authority of the board secretary, in accordance with relevant laws and regulations [1][2] - The board secretary serves as the designated liaison between the company and the Shenzhen Stock Exchange and is a senior management personnel responsible to the board [1] Qualifications - The board secretary must possess necessary professional knowledge and experience, including financial, management, and legal expertise, and must adhere to high ethical standards [2][3] - Individuals who have been barred from serving as directors or senior management by regulatory authorities are ineligible to be appointed as board secretary [2] Responsibilities - The board secretary is responsible for coordinating the company's information disclosure, managing investor relations, and ensuring compliance with relevant regulations [2][3] - The board secretary must organize board and shareholder meetings, maintain confidentiality of undisclosed information, and ensure timely communication with regulatory bodies [2][3] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board, with a requirement for timely public announcement of such changes [3][4] - If the board secretary is unable to perform their duties for an extended period or commits significant errors, the company must dismiss them within one month [4][5] Legal Responsibilities - The board secretary is liable for any losses incurred by the company due to violations of laws or regulations, unless they can prove they raised objections to the decisions made [5][6] - The company must ensure that the board secretary signs a confidentiality agreement and adheres to confidentiality obligations during and after their tenure [5][6] Miscellaneous - The board is responsible for interpreting these rules, which take effect upon approval by the board [6][7]
华宝新能: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-06-10 12:37
Core Points - The document outlines the regulations and responsibilities of the Board Secretary of Shenzhen Huabao New Energy Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [1][2][3] - The Board Secretary is a senior management position responsible for managing the Board Secretary's office and ensuring proper information disclosure [1][5] - The qualifications for the Board Secretary include necessary financial, management, and legal knowledge, along with a certification from the securities exchange [2][4] Section Summaries General Provisions - The document aims to promote standardized operations within the company and enhance the management and supervision of the Board Secretary's work [1] - The Board Secretary is accountable to the Board and must fulfill obligations as required by laws and the company's articles of association [1] Appointment and Dismissal of the Board Secretary - The Board Secretary must be appointed by the Board of Directors and can be a director, deputy general manager, or financial officer [2][3] - The company must provide valid reasons for dismissing the Board Secretary and must report the dismissal to the Shenzhen Stock Exchange [3][4] Responsibilities and Duties of the Board Secretary - The Board Secretary is responsible for coordinating information disclosure, managing investor relations, and preparing board meetings [5][6] - The Board Secretary must ensure compliance with securities laws and regulations and report any potential violations to the Shenzhen Stock Exchange [5][6] Work Procedures - The Board Secretary must organize meetings, ensure proper documentation, and maintain records for at least ten years [6][7] - The Board Secretary is responsible for managing the disclosure of significant information and must coordinate responses to inquiries from government departments [7][8]
明泰铝业: 明泰铝业董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-05-30 09:25
Core Points - The document outlines the working rules for the Secretary of the Board of Directors of Henan Mingtai Aluminum Industry Co., Ltd, aiming to ensure standardized operations and effective governance [2][3] Group 1: General Provisions - The Secretary of the Board is a senior management position responsible to the Board and must adhere to the company’s articles of association and relevant laws [2][3] - The Secretary must possess integrity, diligence, and not exploit their position for personal gain [2][3] Group 2: Qualifications - The Secretary must have good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and a recognized Secretary qualification certificate [3][4] - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, cannot serve as Secretary [4] Group 3: Main Responsibilities - The Secretary is responsible for managing the company’s information disclosure, ensuring compliance with disclosure regulations, and maintaining confidentiality of undisclosed significant information [4][5] - The Secretary assists in strengthening corporate governance, organizing board meetings, and promoting social responsibility [5][6] - The Secretary manages investor relations and oversees shareholding matters, ensuring compliance with stock trading regulations [6][7] Group 4: Appointment and Dismissal - The Secretary is nominated by the Chairman and appointed or dismissed by the Board, with a term aligned with the Board’s tenure [6][7] - The company must provide valid reasons for dismissing the Secretary and report such actions to the exchange [7][8] Group 5: Work Support - The company is required to provide necessary support for the Secretary to perform their duties effectively, including cooperation from management and adequate resources [8]
英威腾: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-05-20 11:23
Core Points - The document outlines the regulations and responsibilities of the board secretary of Shenzhen Invt Electric Co., Ltd, aiming to ensure compliance with relevant laws and promote standardized operations [1][2][3] Group 1: General Provisions - The company establishes a board secretary position to enhance management and supervision of the board's operations [1] - The board secretary is a senior management personnel responsible for the company and the board, required to adhere to laws and company regulations [1] Group 2: Qualifications - The board secretary must possess necessary knowledge in finance, taxation, management, and law, along with good professional ethics and a qualification certificate issued by the stock exchange [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties or public reprimands, are prohibited from serving as board secretary [2] Group 3: Responsibilities - The board secretary is responsible for coordinating information disclosure, managing investor relations, and organizing board and shareholder meetings [2] - The board secretary must ensure confidentiality of undisclosed significant information and report to the stock exchange in case of leaks [2] - The role includes training board members on legal obligations and ensuring compliance with regulations [2] Group 4: Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board [3] - A securities affairs representative is also appointed to assist the board secretary [3] - The board must dismiss the board secretary within one month if certain disqualifying conditions arise [3] Group 5: Transitional Provisions - The company must appoint a new board secretary within three months of a vacancy, with interim responsibilities assigned to a board member or senior management [4] - The chairman will temporarily assume the board secretary's duties if the vacancy exceeds three months [4]