董事会运作规则
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亚通股份: 亚通股份董事会议事规则
Zheng Quan Zhi Xing· 2025-07-29 16:34
Core Points - The document outlines the rules for the board of directors of Shanghai Yatong Co., Ltd, aiming to standardize meeting procedures and decision-making processes to enhance the board's effectiveness and compliance with relevant laws and regulations [1][12]. Group 1: Board Structure and Meetings - The board consists of 7 to 9 directors, with independent directors making up at least one-third of the board [1]. - Regular meetings must be held at least twice a year, while special meetings can be convened under specific circumstances [3][7]. - The chairman of the board is responsible for convening and presiding over meetings, with provisions for a vice chairman or other directors to take over if necessary [3][5]. Group 2: Proposal and Voting Procedures - Proposals for meetings must be submitted in writing, detailing the agenda and relevant materials [2][6]. - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [4][19]. - Directors must avoid conflicts of interest and are required to abstain from voting on matters where they have a personal stake [8][20]. Group 3: Documentation and Record-Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results [26][30]. - All meeting documentation must be preserved for a minimum of ten years [11]. - The board secretary is responsible for maintaining these records and ensuring compliance with confidentiality obligations [30][31].
华软科技: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-23 12:21
Core Viewpoint - The article outlines the rules and procedures governing the board of directors of Jinling Huasoft Technology Co., Ltd., aiming to ensure legal compliance, enhance operational efficiency, and facilitate scientific decision-making [1]. Chapter 1: General Principles - The board of directors is established as a permanent executive body responsible to the shareholders' meeting and must act within the scope of authority granted by laws and regulations [1]. Chapter 2: Composition and Functioning of the Board - The board consists of 7 directors, including 1 chairman, 3 independent directors, and 1 employee representative, with at least 1 independent director being a professional accountant [3]. - The chairman is elected by a majority of the board members, and if the chairman cannot perform their duties, a director can be appointed to fulfill those responsibilities [3]. Chapter 3: Powers of the Board - The board has various responsibilities, including convening shareholder meetings, executing resolutions, determining business plans, and managing internal structures [2]. - The board can establish specialized committees, such as an audit committee, which must include a majority of independent directors [4]. Chapter 4: Meeting Procedures - Board meetings should primarily be held in person, but can also be conducted via video or other means if all directors can communicate effectively [10]. - A quorum requires the presence of more than half of the directors, and the chairman is responsible for convening meetings [11]. Chapter 5: Voting and Decision-Making - Voting is conducted on a one-vote-per-person basis, with options for approval, disapproval, or abstention [9]. - Directors must recuse themselves from voting on matters where they have a conflict of interest, ensuring that decisions are made by disinterested parties [10]. Chapter 6: Record Keeping - Meeting minutes must be recorded and signed by attending directors, and these records are to be kept for 10 years [11]. Chapter 7: Miscellaneous - The rules are to be interpreted by the board and take effect upon approval by the shareholders' meeting [12].
毕得医药: 《上海毕得医药科技股份有限公司董事会议事规则》
Zheng Quan Zhi Xing· 2025-07-15 16:09
General Principles - The rules are established to clarify the responsibilities and decision-making processes of the company's board of directors, ensuring effective governance and compliance with relevant laws and regulations [2][3][30] Board Composition and Authority - The company is required to establish a board of directors as per the company charter and relevant laws [3][4] - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [4][5] Chairman of the Board - The board elects a chairman from among its members, who is responsible for presiding over meetings and ensuring the execution of board resolutions [6][7] Board Secretary - The company appoints a board secretary responsible for preparing meetings, managing documents, and handling information disclosure [9][10] - The board secretary must meet specific qualifications, including professional knowledge and experience [10][11] Board Committees - The board establishes specialized committees, including an audit committee, a strategy committee, a nomination committee, and a compensation committee, each with defined responsibilities [11][12][13][14] - The audit committee is tasked with reviewing financial information and overseeing audit processes [11][12] Meeting Procedures - The board must hold at least two regular meetings annually, with specific procedures for calling and conducting meetings [26][27] - Proposals for meetings must be submitted in advance, and decisions require a majority vote from attending directors [39][46] Decision-Making and Voting - Decisions are made through a voting process, where each director has one vote, and specific conditions apply for abstentions and conflicts of interest [45][48] - The board must ensure that decisions comply with legal and regulatory requirements [52] Record Keeping - The board secretary is responsible for maintaining records of meetings, including minutes, attendance, and voting results, for a period of ten years [28][59] Amendments to Rules - The board must revise these rules in response to changes in laws or company charter, with any amendments requiring shareholder approval [63][64]
云天励飞: 董事会议事规则(草案)
Zheng Quan Zhi Xing· 2025-07-11 10:11
Core Points - The document outlines the rules for the board of directors of Shenzhen Yuntian Lifeng Technology Co., Ltd, aiming to clarify responsibilities, decision-making processes, and ensure effective governance [1][2][3] Group 1: General Provisions - The board of directors is established according to the law and is responsible for making operational decisions for the company [1] - The rules are applicable to all directors, the board secretary, and other relevant personnel [1] Group 2: Meeting Convening, Proposals, and Notifications - The board must hold at least four regular meetings annually, with written notice sent to all directors 14 days in advance [2] - Temporary meetings can be convened under specific circumstances, such as a proposal from shareholders holding more than 10% of voting rights [2][3] - Proposals for temporary meetings must be submitted in writing and include relevant materials [2][3] Group 3: Meeting Procedures - Meetings can be held in person or via electronic means, ensuring all directors can communicate effectively [5][6] - A quorum requires the presence of more than half of the directors [6] - Directors must report any conflicts of interest and cannot vote on matters related to their interests [6][7] Group 4: Voting and Resolutions - Resolutions are passed by a majority of directors present, with specific rules for different types of decisions [12][13] - Independent directors must provide reasons for dissenting votes, which will be disclosed in the meeting records [11][12] Group 5: Announcement and Execution of Resolutions - The board secretary is responsible for announcing resolutions in accordance with regulatory requirements [35] - The chairman must ensure the implementation of board resolutions and report on their status in future meetings [36] Group 6: Miscellaneous Provisions - The rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholders [40][42] - Any unresolved matters will be governed by relevant laws and regulations [37]
达利凯普: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-10 12:10
大连达利凯普科技股份公司 第一章 总 则 第一条 为了进一步规范大连达利凯普科技股份公司(以下简称"公司") 董事会的议事方式和决策程序,保证董事和董事会依法行使职权,提高董事会规 范运作和科学决策水平,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》")等法律、法规的有关规定, 并结合《大连达利凯普科技股份公司章程》(以下简称"《公司章程》"),制定本 规则。 第二章 组成和职权 第二条 董事会按照《公司章程》规定行使相应职权。 第三条 公司依法设立董事会,董事会受股东会的委托,负责经营和管理公 司的法人财产。董事会对股东会负责,在《公司章程》和股东会赋予的职权范围 内行使职权。 第四条 公司董事会由九名董事组成,独立董事三名。其中董事长一名,董 事长由全体董事的过半数选举产生。公司董事会中设职工代表董事一名。董事会 中的职工代表由公司职工通过职工代表大会、职工大会或者其他形式民主选举产 生,无需提交股东会审议。 董事会每年应当至少在上下两个半年度各召开一次定期会议。 第八条 在发出召开董事会定期会议的通知前,董事会办公室应当充分征求 各董事的意见, ...
英科医疗: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-08 16:12
Core Points - The article outlines the rules and procedures for the board of directors of Yingke Medical Technology Co., Ltd to enhance governance and decision-making efficiency [1][12] Group 1: Board Meeting Procedures - The board of directors must hold at least two regular meetings annually [3] - The board office is responsible for handling daily affairs and must consult all directors before forming meeting proposals [4][5] - A temporary meeting must be convened under specific circumstances, such as when shareholders representing more than 10% of voting rights propose it [6][9] Group 2: Meeting Notifications and Attendance - Notifications for regular and temporary meetings must be sent out 10 days and 2 days in advance, respectively [8][10] - Meetings require the presence of more than half of the directors to be valid [11] - Directors are encouraged to attend in person and must review materials beforehand if unable to attend [12] Group 3: Voting and Decision-Making - Proposals must be discussed thoroughly before voting, and decisions require a majority of votes from attending directors [19][20] - Related party transactions must be voted on by non-related directors only, ensuring independence in decision-making [9][20] - Meeting records must include details such as date, attendees, agenda, and voting results [11][30] Group 4: Documentation and Compliance - The board secretary is responsible for maintaining meeting records and ensuring compliance with regulations [30][31] - The rules can be amended based on legal requirements and company circumstances, subject to shareholder approval [32][12]
ST东时: 董事会议事规则
Zheng Quan Zhi Xing· 2025-06-25 19:45
General Overview - The company aims to standardize the decision-making processes of its board of directors to enhance operational efficiency and accountability [1][2] - The board consists of 11 directors, including 4 independent directors and 1 employee representative [1][2] Board Composition and Committees - The board has established four specialized committees: Strategic Committee, Nomination Committee, Audit Committee, and Compensation and Assessment Committee, all accountable to the board [2][3] - The Audit Committee is composed of directors who are not senior management and is led by an independent director with accounting expertise [2][3] Board Meetings - The board is required to hold at least two regular meetings annually, with the chairman responsible for convening these meetings [3][5] - Special meetings can be called within 10 days under certain circumstances, ensuring timely communication among directors [5][6] Proposal and Notification Process - Proposals for meetings must be submitted in writing, detailing the agenda and relevant materials [3][4] - Notifications for regular meetings must be sent at least 10 days in advance, while special meetings can have shorter notice periods [5][6] Attendance and Voting - Directors are expected to attend meetings in person or via communication methods, with specific rules governing proxy attendance [8][9] - A quorum requires the presence of more than half of the directors, and decisions are made through a majority vote [9][12] Meeting Records and Documentation - The board secretary is responsible for maintaining detailed records of meetings, including attendance, discussions, and voting outcomes [32][33] - All meeting documentation must be preserved for a minimum of 10 years [34][36] Compliance and Amendments - The rules governing the board's operations must comply with national laws and the company's articles of association, with amendments requiring shareholder approval [39][40]
苏豪弘业: 苏豪弘业董事会议事规则(2025年拟修订)
Zheng Quan Zhi Xing· 2025-06-20 11:24
General Principles - The rules aim to standardize the board meeting procedures and decision-making processes of Suhao Hongye Co., Ltd. to enhance the effectiveness and scientific decision-making of the board [1] - The board is required to collectively exercise its legal powers and cannot delegate these powers to others [1][2] Board Meeting Convening and Proposals - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [2] - The chairman of the board is responsible for convening and presiding over meetings, and if the chairman is unable to perform their duties, a director can be elected to do so [2][3] - Proposals for temporary meetings can be made by shareholders holding more than 10% of voting rights, one-third of the directors, or other specified parties [3] Meeting Agenda and Proposals - Proposals must comply with laws, regulations, and the company's articles of association, and must be submitted in writing [5] - Proposals are divided into report items and resolution items, with report items not requiring a vote [5][6] - Proposals must be submitted to the board affairs department for organization and review before being presented to the board [6] Meeting Procedures and Voting - Meetings require the presence of more than half of the directors to be valid, and notifications must be sent out in advance [6][8] - Directors are expected to attend in person, and if unable, they must submit a written proxy [9] - Voting is conducted by a show of hands or written ballot, with each director having one vote [10][11] Meeting Records and Confidentiality - Accurate and complete meeting records must be maintained, reflecting opinions and voting results [12][13] - The board secretary is responsible for handling the announcement of resolutions in accordance with stock exchange regulations [14] Implementation and Archiving - The chairman is tasked with ensuring the implementation of board resolutions and monitoring their execution [14] - Meeting archives must be preserved for at least ten years, including all relevant documents and records [14]