董事会秘书工作制度

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太龙药业: 董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-07-30 16:37
河南太龙药业股份有限公司 第一章 总 则 第一条 为进一步提高河南太龙药业股份有限公司(以下简称 "公司")治理水平,充分发挥董事会秘书的作用,加强对董事会秘 书工作的管理与监督,公司根据《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》《上海证券交易所股 票上市规则》(以下简称"《股票上市规则》")等有关法律、法规、 规范性文件及《河南太龙药业股份有限公司章程》(以下简称"《公 司章程》")的规定,制定本制度。 第二条 公司设董事会秘书一名,为公司高级管理人员,承担法 律、法规、规范性文件及《公司章程》对董事会秘书所要求的义务, 享有相应的工作职权,对公司和董事会负责,应忠实、勤勉地履行职 责。 第三条 公司董事会秘书是公司与上海证券交易所之间的指定联 络人。董事会秘书或代行董事会秘书职责的人员负责以公司名义办理 信息披露、股票及其衍生品种变动管理等事务。 第四条 公司设立证券部门,由董事会秘书分管,负责协助董事 会秘书履行职责。 第二章 选 任 第五条 公司董事会秘书由董事长提名,经董事会聘任或者解聘。 公司董事会应当在原任董事会秘书离职后三个月内聘任新任董事会 秘书。 第六条 ...
ST未名: 《董事会秘书工作制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
Core Points - The document outlines the work system for the Secretary of the Board of Directors of Shandong Weiming Biological Pharmaceutical Co., Ltd, aiming to enhance corporate governance and the role of the board secretary [1][2] - The board secretary is a senior management position responsible for communication with the Shenzhen Stock Exchange and managing shareholder and board meeting preparations [2][3] Section Summaries General Provisions - The board secretary is designated as the contact person for the company with the Shenzhen Stock Exchange and is responsible for various administrative tasks related to board and shareholder meetings [2][3] Qualifications - The board secretary must possess necessary financial, management, and legal knowledge, and must hold a qualification certificate recognized by the Shenzhen Stock Exchange [3] Responsibilities and Duties - The board secretary is responsible for managing information disclosure, coordinating investor relations, and ensuring compliance with relevant regulations [5][6] - The secretary must maintain confidentiality regarding undisclosed significant information and report any leaks to the exchange promptly [5][6] - The board secretary also oversees the management of the company's stock and related transactions [4][5] Appointment Procedures - The board secretary is nominated by the chairman and appointed by the board, with specific documentation required for the appointment [8][9] - In case of vacancy, the board must appoint an interim secretary and complete the hiring process within a specified timeframe [9] Legal Responsibilities - The board secretary shares liability for decisions that violate laws or regulations, but can be exempted if they can prove dissenting opinions were expressed [10][10]
宏发股份: 董事会秘书工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-29 16:09
宏发科技股份有限公司 董事会秘书工作制度 (2025年7月修订) 第一章 总则 第一条 为提高公司治理水平,规范公司董事会秘书的选任、履职和解聘, 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》、《上海证券交易所股票上市规则》以及《上海证券交易所上市公 司自律监管指引第 1 号——规范运作》等法律法规、其他规范性文件和《公司 章程》的规定,制订本制度。 第二条 公司设董事会秘书1名。董事会秘书为公司的高级管理人员,对公 司和董事会负责。 董事会秘书应当遵守公司章程,承担高级管理人员的有关法律责任,应忠实、 勤勉地履行职责,不得利用职权为自己或他人谋取利益。 第二章 董事会秘书的任职资格 第三条 公司董事会秘书的任职资格: (一)应当具有大学专科(含专科)以上毕业文凭,从事金融、法律、工商 管理、股权事务等工作三年以上。 (二)董事会秘书应当严格遵守法律、法规、规章,能够忠诚地履行职责, 并具有良好的处理公共事务的能力。 (三)董事会秘书应当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质,应取得公司上市的证券交易所颁发的董事会秘 书培训合格证 ...
精工钢构: 精工钢构董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Points - The document outlines the work system for the Secretary of the Board of Directors of Changjiang Jinggong Steel Structure (Group) Co., Ltd, aiming to enhance governance and clarify responsibilities [2][3] - The Secretary is a senior management position responsible for liaising with the Shanghai Stock Exchange and ensuring compliance with disclosure and governance regulations [2][3][4] Section Summaries General Principles - The work system is established to improve governance levels and clarify the duties and powers of the Secretary of the Board [2] - The Secretary must act faithfully and diligently in their role [2] Appointment - The Board must appoint a new Secretary within three months of the previous Secretary's departure [3] - Candidates must possess good professional ethics, relevant knowledge, and work experience [3][4] - Certain individuals are disqualified from serving as Secretary, including those under regulatory sanctions or with recent disciplinary actions [3][4] Responsibilities - The Secretary is responsible for managing information disclosure, investor relations, and organizing board meetings [5][6] - They must ensure compliance with laws and regulations, maintain confidentiality, and report any breaches to the exchange [6][7] Support and Cooperation - The company must provide necessary conditions for the Secretary to perform their duties, and all relevant personnel must cooperate [6][7] - The Secretary has the right to access financial and operational information necessary for their responsibilities [6] Training and Qualifications - Candidates for the Secretary position must complete recognized training and obtain a qualification certificate [6][7] Miscellaneous - The work system will be revised in accordance with changes in laws and regulations, and the Board is responsible for its interpretation [8][9]
联瑞新材: 联瑞新材董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-06-13 12:23
Core Points - The document outlines the work system for the Secretary of the Board of Jiangsu Lianrui New Materials Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [1][2] - The Secretary of the Board is a senior management position responsible for various duties including information disclosure, investor relations, and compliance with corporate governance [2][3] Section Summaries General Provisions - The Secretary of the Board is responsible for ensuring the company's operations are compliant with the Company Law and Securities Law [1] - The Secretary must possess professional knowledge in finance, management, and law, and hold a qualification certificate recognized by the Shanghai Stock Exchange [1] Responsibilities - Key responsibilities include managing information disclosure, ensuring compliance with disclosure obligations, and maintaining investor relations [2][3] - The Secretary must also assist in the establishment of internal control systems and oversee the management of shareholder information [2][3] Appointment and Dismissal Procedures - The company must appoint a Secretary within three months of its initial public offering or the previous Secretary's departure [4] - The Secretary can be dismissed under specific circumstances, such as failure to meet training requirements or serious errors in duty [4][5] Confidentiality and Transition - A confidentiality agreement must be signed upon appointment, and the Secretary is required to maintain confidentiality even after leaving the position [5][6] - Upon resignation, the Secretary must undergo a review and ensure proper handover of documents and responsibilities [5][6]
强瑞技术: 董事会秘书工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-05 11:19
General Principles - The company establishes a system for the board secretary to regulate behavior and improve corporate governance, based on relevant laws and regulations [1] - The board secretary serves as the designated liaison between the company and the Shenzhen Stock Exchange, holding a senior management position with corresponding responsibilities and compensation [1][2] Appointment and Dismissal of the Board Secretary - The board secretary is nominated by the chairman and appointed or dismissed by the board of directors [2][3] - Individuals with certain disqualifying conditions, such as criminal convictions or significant personal debt, are prohibited from serving as board secretary [2] Responsibilities and Duties of the Board Secretary - The board secretary is responsible for coordinating information disclosure, managing investor relations, and preparing board and shareholder meetings [5][6] - The board secretary must ensure compliance with laws and regulations, maintain confidentiality, and report any significant information leaks to the Shenzhen Stock Exchange [5][7] - The company must provide necessary support for the board secretary to perform their duties effectively [7][8] Performance Evaluation and Accountability - The performance of the board secretary is evaluated by the board's compensation and assessment committee, which influences their compensation and incentives [7] - If the board secretary violates laws or regulations resulting in company losses, the board is responsible for pursuing legal accountability [8]
六国化工: 董事会秘书工作制度(2025)
Zheng Quan Zhi Xing· 2025-05-29 09:35
General Provisions - The purpose of the system is to promote standardized operations of the company and enhance the role of the board secretary, guided by relevant laws and regulations [1][2] - The company appoints one board secretary who is a senior management personnel responsible to the company and the board [1] - The board secretary can be a director, general manager, deputy general manager, or financial officer [1] Responsibilities - The board secretary is responsible for company information disclosure, coordinating disclosure work, and ensuring compliance with relevant regulations [4] - The board secretary manages investor relations and facilitates communication between the company and regulatory bodies, investors, and media [11] - The board secretary organizes board and shareholder meetings, records meeting minutes, and ensures proper documentation [12][6] Work System - The board secretary has the authority to access financial and operational information necessary for fulfilling their duties [19] - Information disclosure must be accurate, clear, and free from misleading statements or omissions [20][21] - The board secretary must ensure compliance with legal and regulatory requirements in all disclosure activities [22] Termination or Resignation - The company must have valid reasons for terminating the board secretary, and any termination must be reported to the stock exchange [29][30] - The board secretary is required to provide a three-month notice for resignation unless there are objective reasons [31] - In the event of a vacancy, the board must promptly appoint an acting secretary and report to the stock exchange [30]
洪田股份: 董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-05-19 11:17
江苏洪田科技股份有限公司 第一章 总则 第一条 为完善江苏洪田科技股份有限公司(以下简称"公司")治理结构, 规范公司董事会秘书的选任、履职、培训工作,根据《中华人民共和国公司法》 《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等相关法律、法规及《江苏洪田科技股份有限公司章程》(以 下简称《公司章程》)的规定,制定本制度。 第二条 董事会秘书为公司高级管理人员,对公司和董事会负责,应忠实、 勤勉地履行职责。 第三条 董事会秘书是公司与证券交易所之间的指定联络人。 公司设立由董事会秘书负责管理的证券事务部,配合董事会秘书开展相关 工作。 公司应当指派董事会秘书和代行董事会秘书职责的人员、证券事务代表负 责与证券交易所联系,以公司名义办理信息披露、股票及其衍生品种变动管理 等事务。 第二章 选任 第四条 公司设立董事会秘书,由董事会聘任。原任董事会秘书离职的,公 司董事会在三个月内聘任新的董事会秘书。 第五条 担任公司董事会秘书,应当具备以下条件: 第七条 公司聘任董事会秘书、证券事务代表后,应当及时公告并向证券交 易所提交下列资料: (一)董事会推荐书,包括董事会秘书 ...
闻泰科技: 董事会秘书工作制度(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-16 16:24
General Provisions - The purpose of the system is to standardize the work of the board secretary of Wentech Technology Co., Ltd. based on relevant laws and regulations [1] - The board secretary is a senior management personnel responsible to the company and the board, and must perform duties faithfully and diligently [1] - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, handling information disclosure and corporate governance matters [1] Qualifications and Appointment - The board secretary must possess necessary professional knowledge in finance, management, and law, and meet other qualifications set by the Shanghai Stock Exchange [2] - Individuals with certain disqualifying conditions, such as regulatory sanctions or public reprimands, are prohibited from serving as board secretary [2][5] - Upon appointing a board secretary or securities affairs representative, the company must promptly announce and submit relevant documents to the Shanghai Stock Exchange [2] Termination and Responsibilities - The company must have sufficient reasons for dismissing the board secretary and must report the reasons to the Shanghai Stock Exchange [3] - The board secretary must undergo a departure review and complete handover procedures upon resignation or dismissal [6] - The company must appoint a temporary secretary within three months of a vacancy and ensure the position is filled promptly [6] Duties and Functions - The board secretary is responsible for managing information disclosure, ensuring compliance with disclosure regulations, and maintaining confidentiality of undisclosed significant information [7] - The board secretary assists in strengthening corporate governance mechanisms and organizing board meetings [7] - The board secretary manages investor relations and facilitates communication between the company and various stakeholders [7] Compliance and Training - The board secretary must ensure compliance with laws and regulations, and provide training to board members and senior management regarding their disclosure responsibilities [8] - The company is required to support the board secretary in fulfilling their duties and provide necessary resources [9] - A confidentiality agreement must be signed by the board secretary to maintain confidentiality during and after their tenure [9] Additional Provisions - The company must appoint a securities affairs representative to assist the board secretary, who will assume responsibilities in the secretary's absence [9] - Any matters not covered by this system will be governed by relevant national laws and regulations [10]
曲江文旅: 曲江文旅董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-04-02 13:51
Core Points - The document outlines the work system for the Secretary of the Board of Directors of Xi'an Qujiang Cultural Tourism Co., Ltd, aiming to enhance corporate governance and regulate the appointment and duties of the board secretary [1][2] Section Summaries Chapter 1: General Principles - The company establishes a board secretary to improve governance and ensure compliance with relevant laws and regulations [1] - The board secretary acts as the designated liaison between the company and the Shanghai Stock Exchange, handling information disclosure and corporate governance matters [1] Chapter 2: Appointment - The board must appoint a new secretary within three months of the previous secretary's departure [3] - Candidates for the board secretary must possess good professional ethics, relevant financial, management, and legal knowledge, and necessary work experience [3] - Individuals with certain disqualifying conditions, such as legal restrictions or recent administrative penalties, are ineligible for the position [3][4] - Upon appointing a new secretary, the company must promptly announce the appointment and submit required documentation to the Shanghai Stock Exchange [3][4] Chapter 3: Duties - The board secretary is responsible for coordinating information disclosure, managing investor relations, and organizing board and shareholder meetings [5][6] - The secretary must ensure compliance with confidentiality obligations and report any significant information leaks to the Shanghai Stock Exchange [6][7] - The company is required to provide necessary support for the board secretary to fulfill their duties effectively [6][7] Chapter 4: Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws and regulations [9] - The board of directors is responsible for interpreting and amending this system [9]