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航天智造: 董事会议事规则
Zheng Quan Zhi Xing· 2025-06-24 18:40
Core Points - The article outlines the rules and procedures for the board of directors of Aerospace Intelligent Manufacturing Technology Co., Ltd, aiming to enhance decision-making efficiency and governance [1][15]. Group 1: Board Authority - The board of directors is responsible for major operational decisions, including business plans, profit distribution, and significant acquisitions [1][4]. - The board must submit certain transactions exceeding specified thresholds to the shareholders' meeting for approval [2][3]. Group 2: Meeting Procedures - The board must hold at least four regular meetings annually, with special meetings called as needed [7][8]. - Meeting notifications must be sent to all directors at least ten days in advance for regular meetings and five days for special meetings [8][9]. Group 3: Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for related party transactions and significant financial commitments [11][12]. - The board's resolutions must be documented and signed by attending directors, with records maintained for ten years [12][13]. Group 4: Roles and Responsibilities - The chairman of the board has the authority to convene meetings and oversee the execution of board decisions [6][10]. - The board secretary is responsible for managing information disclosure and coordinating communication between the company and stakeholders [5][6].
航天智造: 独立董事工作细则
Zheng Quan Zhi Xing· 2025-06-24 18:40
Core Points - The article outlines the regulations and guidelines for independent directors at Aerospace Intelligent Manufacturing Technology Co., Ltd, emphasizing their roles, responsibilities, and qualifications [1][2][3]. Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are responsible for acting in the best interests of the company and all shareholders, ensuring transparency and accountability in decision-making [2][3]. - Independent directors must comprise at least one-third of the board, with specific requirements for financial expertise [2][3]. Group 2: Committees and Their Functions - The Audit Committee is responsible for reviewing financial information, supervising audits, and ensuring compliance with regulations [3][4]. - The Nomination Committee proposes candidates for directors and senior management, while the Compensation and Assessment Committee sets performance standards and compensation policies [4][5]. Group 3: Qualifications and Selection of Independent Directors - Independent directors must meet specific qualifications, including relevant experience and independence from the company and its major shareholders [5][6]. - The selection process involves nominations from shareholders and requires approval at the shareholders' meeting [12][15]. Group 4: Duties and Powers of Independent Directors - Independent directors are tasked with ensuring that potential conflicts of interest are addressed and that decisions align with the company's overall interests [20][21]. - They have the authority to hire external consultants for audits and can call for special meetings if necessary [22][23]. Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their activities, attendance, and any issues encountered during their tenure [30][31]. - They are required to maintain confidentiality regarding company information and disclose any conflicts of interest [24][25]. Group 6: Compensation and Support - The company must provide adequate support and resources for independent directors to fulfill their responsibilities effectively [51][52]. - Compensation for independent directors should be approved by the shareholders and disclosed in the annual report [55]. Group 7: Implementation and Compliance - The guidelines become effective upon approval by the shareholders and replace any previous regulations [26]. - The board of directors is responsible for interpreting these guidelines and ensuring compliance [58].
招商南油: 招商南油2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-24 18:20
Group 1 - The company is holding a shareholder meeting on July 3, 2025, to discuss various agenda items including the revision of the company's articles of association and the election of a non-independent director [1][2]. - The first agenda item involves the revision of the company's articles of association and related documents, in compliance with the updated laws and regulations [1][2]. - The second agenda item is the election of Mr. Liu Zhao as a non-independent director of the company's eleventh board of directors, following a recommendation from the board [2][4]. Group 2 - The company has provided a brief biography of Mr. Liu Zhao, highlighting his educational background and extensive experience in financial management within the shipping industry [2][4].
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]
东方电气: 董事会十一届十一次会议决议公告
Zheng Quan Zhi Xing· 2025-06-24 18:08
Group 1 - The board of directors of Dongfang Electric Corporation held its 11th meeting on June 24, 2025, with all 7 directors present, ensuring the meeting's legality and validity [1][2] - The board elected Luo Qianyi as the new chairman, with unanimous support (7 votes in favor, 0 against, 0 abstentions) [1] - The board approved the adjustment plan for the 2025 special committee members, also receiving unanimous support [1] - The board passed a resolution to amend the "Audit and Risk Committee Working Rules," with all votes in favor [2]
永新股份: 董事和高级管理人员持股变动管理制度(2025修订)
Zheng Quan Zhi Xing· 2025-06-24 17:47
Core Viewpoint - Huangshan Novel Co., Ltd. has established a management system for the shares held by its directors and senior management, aiming to regulate their trading behavior and ensure compliance with relevant laws and regulations [1]. Chapter Summaries Chapter 1: General Principles - The management system is designed to strengthen the oversight of shares held by directors and senior management, clarifying procedures for trading company stocks [1]. - Directors and senior management must comply with this system and are prohibited from engaging in illegal trading activities [1]. Chapter 2: Registration, Locking, and Unlocking - Shares held by directors and senior management include those registered in their names and those held in others' accounts [2]. - Personal and family information must be reported to the Shenzhen Stock Exchange within specified timeframes upon changes in directorship or management [2][3]. - Accurate and timely reporting of shareholdings is mandatory, and the company is responsible for confirming this information [3][4]. - New shares acquired within the year are subject to a 75% automatic lock-up, while the annual transferable share limit is calculated at 25% of the shares held as of the last trading day of the previous year [4][5]. Chapter 3: Share Trading and Information Disclosure - Directors and senior management must notify the board secretary of their trading plans in writing before executing trades [5]. - If a shareholding increase is planned, a detailed disclosure of the increase plan is required, including the purpose and quantity of shares [6]. - A reduction plan must be reported 15 trading days prior to the sale, detailing the number of shares and reasons for the reduction [7]. Chapter 4: Departure Management - Upon leaving the company, directors and senior management must report their departure and manage share locking and unlocking procedures [14]. - Shares held by departing personnel will be locked for six months following their departure [14]. Chapter 5: Supplementary Provisions - Any matters not covered by this system or conflicting with national laws will be governed by the relevant laws and regulations [31]. - The board of directors is responsible for interpreting this system, which takes effect upon approval [33].
永新股份: 董事和高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-06-24 17:47
Core Points - The article outlines the resignation management system for directors and senior management of Huangshan Novel Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][9] Chapter Summaries Chapter 1: General Provisions - The system is established to strengthen the management of resignations for all directors and senior management, including non-independent directors, independent directors, and employee representative directors [1] Chapter 2: Resignation Circumstances and Procedures - Resignation circumstances include expiration of term without re-election, voluntary resignation before term expiration, dismissal by the shareholders' meeting or board, and other situations as per laws or company regulations [2][4] - Directors and senior management must submit a written resignation report detailing resignation time, reasons, and any ongoing commitments [2][3] - Resignation takes effect upon submission, but certain conditions require the resignation to be effective only after a new appointment [3][4] - The company must complete the re-election of directors within 60 days of resignation to ensure compliance with legal requirements [3] Chapter 3: Responsibilities and Obligations After Resignation - Resigned directors and senior management must hand over all relevant documents and cooperate with the company for any follow-up audits or investigations [5][6] - Confidentiality obligations regarding trade secrets remain effective until the information becomes public [6][7] - Any unfulfilled commitments must continue to be honored post-resignation [6][9] Chapter 4: Accountability - Directors and senior management cannot evade responsibilities through resignation, and the company retains the right to pursue claims for any losses incurred [9][10] Chapter 5: Supplementary Provisions - Any matters not covered by this system or conflicting with national laws will be governed by those laws [10]
华如科技: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 16:41
Core Points - The document outlines the independent director system of Beijing Huaru Technology Co., Ltd, aiming to enhance corporate governance and ensure independent directors fulfill their duties effectively [1][2][3] Summary by Sections General Principles - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, particularly focusing on protecting the rights of minority shareholders [3][4] Appointment and Qualifications - The company must have at least two independent directors, making up at least one-third of the board, with at least one being a professional accountant [3][4] - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant experience and knowledge [9][10] Responsibilities and Powers - Independent directors have the authority to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [23][24] - They can independently hire external consultants for audits or consultations and propose the convening of shareholder meetings [24][25] Performance and Reporting - Independent directors are required to attend board meetings and can delegate their voting rights if unable to attend [28][29] - They must submit annual reports detailing their performance and any issues encountered during their tenure [36] Support and Compensation - The company is responsible for providing necessary resources and support to independent directors to ensure they can perform their duties effectively [37][38] - Independent directors are entitled to compensation, which must be disclosed in the company's annual report [42] Miscellaneous Provisions - The document includes definitions of key terms such as major shareholders and minority shareholders, and outlines the procedures for amending the independent director system [21][45][46]
华如科技: 董事会议事规则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 16:41
北京华如科技股份有限公司 董事会议事规则 二〇二五年六月 第一章 总则 第一条 为了进一步规范北京华如科技股份有限公司(以下简称"公司") 董事会的议事方式和决策程序,促使董事和董事会有效地履行其职责,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》")、 《北京华如科技股份 有限公司章程》(以下简称"《公司章程》")等有关规定,制订本规则。 第二章 董事会组成及职权 第一节 董事会及其职权 第二条 公司设董事会,对股东会负责。 第三条 董事会由 6 名董事组成,其中独立董事 2 名。董事由股东会选举产 生和更换。董事不必是公司股东或其代表,凡符合法定条件的自然人经股东会选 举均可担任董事。公司应在股东会召开前披露董事候选人的详细资料,保证股东 在投票时对候选人有足够的了解。 第四条 董事任期三年,任期届满,可连选连任。但因董事会换届任期未满 三年的或因其他原因辞职、离职或免职的除外。董事任期从股东会决议通过之日 起计算,至本届董事会任期届满时为止。 第五条 董事会设董事长一名,由全体董事选举产生或者罢免。 第六 ...
华如科技: 董事会薪酬与考核委员会工作细则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 16:41
北京华如科技股份有限公司 董事会薪酬与考核委员会工作细则 二〇二五年六月 第一章 总则 第一条 为进一步建立健全北京华如科技股份有限公司(以下简称"公司") 董事(非独立董事)及高级管理人员的薪酬和考核管理制度,完善公司的考核和 评价体系,根据《中华人民共和国公司法》(以下简称"《公司法》")《上市公司 治理准则》等法律、法规、规范性文件及《北京华如科技股份有限公司章程》 (以 下简称"《公司章程》")的相关规定,公司特设立董事会薪酬与考核委员会(以 下简称"委员会"),并制定本细则。 第二条 薪酬与考核委员会是董事会下设的专门机构,对董事会负责,主要 负责研究、制定和审查公司董事与高级管理人员的考核标准,并对考核提出建议, 研究、制定和审查公司董事、高级管理人员的薪酬政策与方案。 第二章 人员组成 第三条 薪酬与考核委员会委员由 3 名董事组成,其中独立董事委员 2 名。 第四条 薪酬与考核委员会委员应由董事长、1/2 以上独立董事或全体董事 第五条 薪酬与考核委员会设一名主任委员负责主持委员会工作并召集委 员会会议。主任委员由独立董事委员担任。主任委员在委员内经过半数委员选举 产生,并报董事会审议批准并任 ...