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莲花控股: 莲花控股股份有限公司董事会提名委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
General Provisions - The company establishes a Nomination Committee to enhance the selection standards and procedures for directors and senior management, in accordance with relevant laws and regulations [1][2] - The Nomination Committee is a specialized working body responsible for reviewing the selection procedures, standards, and qualifications of directors and senior management, and making recommendations to the board [1] Composition of the Committee - The Nomination Committee consists of more than three directors, with a majority being independent directors [2] - The members of the Nomination Committee are elected by the board, and an independent director serves as the chairperson [2] Responsibilities and Authority - The Nomination Committee is responsible for formulating selection standards and procedures for directors and senior management, and for reviewing candidates' qualifications [3][4] - The committee must provide recommendations to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [3][4] Working Procedures - The Nomination Committee must actively communicate with relevant departments to assess the company's needs for new directors and senior management [4] - The committee is tasked with gathering comprehensive information about potential candidates, including their professional background and qualifications [4] Meeting Rules - Meetings of the Nomination Committee must be convened with prior notice, and decisions require the presence of at least two-thirds of the members [5][6] - The committee can invite non-members to attend meetings but they do not have voting rights [6] Confidentiality and Documentation - All members and attendees of the meetings are obligated to maintain confidentiality regarding the matters discussed [6] - Meeting records must be kept, and decisions made must be reported to the board in writing [6][7] Effectiveness and Amendments - The rules established for the Nomination Committee take effect upon approval by the board [7] - The board is responsible for revising and interpreting these rules as necessary [7]
莲花控股: 莲花控股股份有限公司首席执行官工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:24
Core Points - The document outlines the working system for the Chief Executive Officer (CEO) of Lianhua Holdings Co., Ltd, detailing the governance structure and responsibilities of the CEO [1][2][12] Group 1: General Provisions - The CEO is responsible for the daily operations and management of the company and must implement the resolutions of the board of directors [2] - The CEO is appointed or dismissed by the board of directors, and the term is set for three years, with the possibility of reappointment [4][5] Group 2: Qualifications and Dismissal Procedures - Specific disqualifications for the CEO and senior management include legal restrictions and market bans imposed by regulatory authorities [4][5] - The CEO and senior executives must complete handover procedures upon resignation, and their obligations regarding confidentiality and loyalty continue after their term [3][6] Group 3: Duties and Powers of the CEO - The CEO has the authority to manage the company's operations, implement annual plans, and propose the appointment or dismissal of senior executives [4][5] - The CEO must adhere to the decisions made by the shareholders and board of directors, with the ability to make urgent changes only under specific circumstances [12] Group 4: CEO Meetings - The CEO holds regular meetings to discuss significant operational and management issues, with meetings typically occurring monthly [6][7] - Meeting agendas are proposed by various executives and must be approved by the CEO before distribution [7] Group 5: Management Authority - The CEO has defined limits on financial transactions and must seek board approval for transactions exceeding certain thresholds, such as 10% of the company's audited total assets [8][9] - Specific financial thresholds for various types of transactions are outlined, ensuring that the CEO operates within a controlled framework [8][9] Group 6: Reporting System - The CEO is required to report regularly to the board on the implementation of annual plans, major contracts, financial status, and significant investment projects [10] - Immediate reporting to the board is mandated for any significant changes in operational conditions or financial anomalies [10]
康为世纪: 董事会战略委员会工作细则
Zheng Quan Zhi Xing· 2025-08-29 17:12
Group 1 - The company aims to enhance its core competitiveness and improve decision-making efficiency through the establishment of a strategic committee [1][2] - The strategic committee is responsible for researching and proposing recommendations on the company's long-term development strategy and major investment decisions [2][10] - The strategic committee consists of three directors, including at least one independent director, and is chaired by the chairman of the board [2][4] Group 2 - The strategic committee must meet at least once a year, with provisions for temporary meetings if proposed by a majority of members [4][12] - Decisions made by the strategic committee require the presence of at least two-thirds of its members and must be approved by a majority vote [4][15] - Meeting records must be kept for ten years, detailing the date, attendees, agenda, and voting results [4][23]
万业企业: 上海万业企业股份有限公司关于取消监事会及修订《公司章程》、制定及修订公司部分管理制度的公告
Zheng Quan Zhi Xing· 2025-08-29 17:02
Core Viewpoint - Shanghai Wanye Enterprise Co., Ltd. plans to cancel its supervisory board and amend its articles of association to enhance corporate governance and comply with updated regulations [1][2]. Group 1: Cancellation of Supervisory Board - The company aims to improve its governance structure by abolishing the supervisory board, with the audit committee of the board taking over its statutory responsibilities [1][2]. - The proposal to cancel the supervisory board requires approval from the shareholders' meeting [1][2]. Group 2: Amendments to Articles of Association - The amendments to the articles of association are intended to align with the latest legal and regulatory requirements, ensuring that corporate governance remains compliant [2][3]. - Specific changes include the removal of references to the supervisory board and the introduction of terms related to the audit committee [3][4]. - The articles will also standardize terminology, such as changing "shareholders' meeting" to "shareholders' assembly" [3][4]. Group 3: Impact on Current Supervisors - Following the cancellation of the supervisory board, current members, including Jin Weizhao and others, will no longer hold their positions [2][3]. - The company expresses gratitude for the contributions made by the outgoing supervisors during their tenure [2].
紫建电子调整组织架构并修订《公司章程》及相关制度
Xin Lang Cai Jing· 2025-08-28 17:45
Core Viewpoint - Chongqing ZhiJian Electronics Co., Ltd. announced an adjustment to its organizational structure and revisions to its articles of association, aiming to enhance corporate governance and compliance [1][5]. Organizational Structure Adjustment and System Revision Basis - The company will no longer have a supervisory board; the audit committee of the board will assume the powers of the supervisory board as stipulated by the Company Law. The relevant rules governing the supervisory board will be abolished [2]. - The adjustments are made in accordance with the Company Law and other legal regulations, reflecting the company's actual situation [2]. Articles of Association Revision - The registered capital of the company has been changed from RMB 70.803184 million to RMB 98.826057 million, and the total number of shares has been adjusted from 70.803184 million shares to 98.826057 million shares [3]. - The chairman is designated as the legal representative of the company, with new provisions regarding the legal consequences of civil activities conducted in the company's name [3]. - Shareholders' rights have been expanded to include the right to "copy" accounting books and vouchers [3]. - The terminology "shareholders' meeting" has been standardized to "shareholders' assembly," with corresponding adjustments to the rights, convening procedures, and voting methods of the shareholders' assembly and board of directors [3][4]. - An audit committee will be established to exercise the powers of the supervisory board, with clarified member composition and responsibilities [3]. Company System Formulation and Revision - The company revised 27 regulations, including the "Rules for Shareholders' Meetings" and "Rules for Board Meetings," and established two new regulations: "Management of Departing Directors and Senior Management" and "Selection of Accounting Firms" [5]. - Certain regulations require approval from the shareholders' assembly, with a two-thirds majority needed for specific items [5]. - The adjustments aim to further improve the corporate governance structure and ensure compliance for long-term development [5].
味知香: 提名委员会工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:31
Core Points - The establishment of the Nomination Committee aims to enhance the company's core competitiveness and improve decision-making processes for major investments [1][2] - The committee consists of three directors, with a majority being independent directors, ensuring a balanced representation [2][3] - The committee is responsible for proposing candidates for directors and senior management, as well as reviewing their qualifications [2][4] Structure - The committee is composed of three members, including two independent directors, with the independent director serving as the chairperson [2][3] - The term of the committee aligns with that of the board of directors, allowing for re-election upon term completion [2][3] Responsibilities - The committee is tasked with drafting selection criteria for directors and senior management, and making recommendations on appointments and dismissals [2][4] - The chairperson of the committee has specific duties, including reporting to the board and ensuring the execution of committee decisions [3][4] Meeting Rules - Committee meetings can be regular or temporary, with a requirement for at least two-thirds of members to be present for decisions to be valid [3][4] - Meetings must be documented, and all attendees are bound by confidentiality regarding the discussed matters [4][5] Additional Provisions - The committee's operational guidelines are subject to national laws and regulations, as well as the company's articles of association [5] - The committee's rules will take effect upon approval by the board of directors [5]
锐科激光: 监事会决议公告
Zheng Quan Zhi Xing· 2025-08-27 14:13
Group 1 - The company held the 10th meeting of the 4th Supervisory Board on August 2025, with all 5 supervisors present, confirming the legality and validity of the meeting procedures [1] - The Supervisory Board approved the company's 2025 semi-annual report and its summary, affirming that the reports accurately reflect the company's operational status without any false records or misleading statements [1][2] - The financial company under the actual control of China Aerospace Science and Industry Corporation has been evaluated as having a good operational performance despite previous penalties, indicating manageable risks in financial service operations [3] Group 2 - The company plans to amend its articles of association to abolish the Supervisory Board, transferring its powers to the Audit Committee of the Board, in compliance with relevant laws and regulations [3][5] - The proposed changes to the articles of association will be submitted for approval at the company's third extraordinary general meeting in 2025 [4][5]
昊创瑞通: 审计委员会及其他专门委员会的设置情况说明
Zheng Quan Zhi Xing· 2025-08-27 13:17
Core Viewpoint - The company has established four specialized committees under its board of directors, which include the Audit Committee, Nomination Committee, Strategic Committee, and Compensation and Assessment Committee, to enhance corporate governance and operational standards [1] Committee Structure - The Audit Committee is chaired by Zhang Huili, with members Zhang Xiao and Xiong Liru [1] - The Nomination Committee is chaired by Tao Yang, with members Zhang Xiao and Duan Youtao [1] - The Strategic Committee is chaired by Duan Youtao, with members Wang Jingwei and Tao Yang [1] - The Compensation and Assessment Committee is chaired by Zhang Xiao, with members Zhang Huili and Zhang Lingli [1] Governance and Compliance - Each specialized committee is composed entirely of directors, with independent directors holding a majority and serving as chairpersons in the Nomination, Audit, and Compensation Committees [1] - The Audit Committee includes at least one independent director who is a professional in accounting [1] - Since the establishment of these committees, they have actively contributed to improving the company's governance structure and regulating its operations in accordance with laws, regulations, and the company's articles of association [1]
恒通股份: 恒通物流股份有限公司提名委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 09:20
第一章 总 则 第一条 为进一步规范恒通物流股份有限公司(以下简称"公司")董事和 高级管理人员的选聘工作,优化董事会人员组成,完善公司治理结构,根据 《中华人民共和国公司法》《上市公司治理准则》《公司章程》及其他有关规 定,公司特设立董事会提名委员会,并制定本工作细则。 第二条 董事会提名委员会是董事会设立的专门工作机构,主要负责对公司 董事及须由董事会聘免的高级管理人员的人选、选择标准和程序进行研究并提 出建议。 第二章 人员组成 第三条 提名委员会成员至少由三名董事组成,其中独立董事 3 名。 恒通物流股份有限公司 提名委员会工作细则 第四条 提名委员会委员由董事长、1/2 以上独立董事或全体董事 1/3 以上 提名,并由董事会选举产生。 第五条 提名委员会设主任委员(召集人)一名,由独立董事委员担任,负 责主持委员会工作。主任委员(召集人)由董事会选举产生。 提名委员会主任委员(召集人)负责召集和主持提名委员会会议,当委员 会主任委员(召集人)不能或无法履行职责时,由其指定一名其他委员代行其 职权;委员会主任委员(召集人)既不履行职责,也不指定其他委员代行其职 责时,任何一名委员均可将有关情况向公司董 ...
华达新材: 浙江华达新型材料股份有限公司第四届监事会第七次会议决议公告
Zheng Quan Zhi Xing· 2025-08-26 16:23
浙江华达新型材料股份有限公司 第四届监事会第七次会议决议公告 证券代码:605158 证券简称:华达新材 公告编号:2025-030 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 一、监事会会议召开情况 浙江华达新型材料股份有限公司(以下简称"公司")第四届监事会第七次 会议通知和调整会议时间的通知分别于 2025 年 8 月 18 日、2025 年 8 月 24 日, 以电子邮件及通讯方式送达全体监事,会议于 2025 年 8 月 26 日在公司会议室, 以现场会议的方式召开。本次会议应参与表决监事 3 名,实到参与表决监事 3 名,公司董事和高级管理人员列席本次会议。本次会议由监事会主席钱军良先生 主持。本次会议符合《公司法》《公司章程》和《监事会议事规则》的有关规定, 会议的召集、召开合法有效。 二、监事会会议审议情况 表决结果:通过。 (二)审议通过《关于<2025 年半年度募集资金存放与使用情况的专项报告>的 议案》 要求并及时履行了信息披露义务。 (一)审议通过《关于<2025 年半年度报告全文及摘要>的议案》 ...