董事会秘书工作规范

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电光科技: 电光防爆科技股份有限公司董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-07-31 16:15
电光防爆科技股份有限公司 董事会秘书工作细则 电光防爆科技股份有限公司 董事会秘书工作细则 第一章 总则 第一条 为进一步明确董事会秘书职责权限,保护投资者合法权益,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》)等法律法规和《电光防爆科技股份有限公司章程》(以 下简称《公司章程》),制定本细则。 第三条 董事会秘书应当具有良好的职业道德和个人品德,具备履行职责 所必需的财务、管理以及法律专业知识,符合《公司章程》规定的任职条件, 并取得证券交易所颁发的董事会秘书资格证书。 第四条 存在以下情形之一的,不得担任公司董事会秘书: 第二条 公司设董事会秘书一名。董事会秘书为公司的高级管理人员,为公 司与深圳证券交易所之间的指定联络人。 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,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。 第二章 董事会秘书的任职资格 (一)根据《公司法》等法律法规及其他有关规定不得担任董事、高级管 理人员的情形; (二)被中国证监会采取不得担任上市公司董事、高级管理人员的证券市 场禁入措施,期限尚未届满; ( ...
起帆电缆: 起帆电缆董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-07-21 16:15
Core Points - The document outlines the working rules for the Secretary of the Board of Shanghai Qifan Cable Co., Ltd, detailing the responsibilities, qualifications, and procedures for appointment and dismissal of the board secretary [1][2][3]. Section Summaries General Principles - The purpose of the rules is to standardize the behavior of the board secretary and clarify their responsibilities based on relevant laws and the company's articles of association [1]. Qualifications - The board secretary must possess necessary knowledge in finance, taxation, law, finance, corporate management, and computer applications, along with good personal and professional ethics [2]. Responsibilities - The main responsibilities of the board secretary include managing capital changes, securities issuance, preparing board and shareholder meetings, ensuring compliance with information disclosure regulations, and maintaining confidentiality of sensitive information [3][4][5][6]. Appointment and Dismissal Procedures - The board secretary is recommended by the chairman and appointed by the board. If the position is vacant, a temporary secretary must be appointed within three months [5][6][7]. Legal Responsibilities - The board secretary is liable for any violations of laws or regulations that result in losses to the company, but may be exempt from liability if they can prove they opposed the decision [19][20]. Confidentiality - A confidentiality agreement must be signed with the board secretary, ensuring they maintain confidentiality during and after their tenure [17]. Documentation and Record Keeping - The board secretary is responsible for maintaining accurate records of board and shareholder meetings, ensuring all documentation is properly archived [8][10].
首创环保: 北京首创生态环保集团股份有限公司董事会秘书工作办法
Zheng Quan Zhi Xing· 2025-07-17 16:10
General Principles - The purpose of the document is to standardize the responsibilities of the Secretary of the Board of Directors of Beijing Shouchao Ecological Environmental Protection Group Co., Ltd. based on relevant laws and regulations [1][2] - The Secretary acts as a designated liaison between the company and the Shanghai Stock Exchange, responsible for fulfilling legal obligations and enjoying corresponding rights [1][2] Qualifications - The Secretary must possess good personal qualities, professional ethics, and necessary knowledge in finance, law, and management [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties or public reprimands, are prohibited from serving as Secretary [2] Main Responsibilities - The Secretary assists in strengthening corporate governance and organizing board meetings, ensuring compliance with decision-making procedures [3][4] - Responsibilities include managing information disclosure, maintaining communication with regulatory bodies, and ensuring compliance with disclosure obligations [3][4] Investor Relations - The Secretary is responsible for managing investor relations, including communication, handling inquiries, and maintaining investor databases [4] - The role includes summarizing market dynamics and investor feedback for the board [4] Stock Management - The Secretary oversees stock and derivative management, including maintaining shareholder records and ensuring compliance with trading regulations [5] Capital Market Strategy - The Secretary assists in formulating capital market development strategies and supports refinancing or merger and acquisition activities [6] Training and Compliance - The Secretary is responsible for organizing training for board members and senior management on relevant laws and regulations [6][7] - The Secretary must report any violations of laws or regulations by board members to the relevant authorities [7] Appointment and Dismissal - The board must announce the appointment of the Secretary and provide necessary documentation to the Shanghai Stock Exchange [8][9] - The Secretary can be dismissed for significant errors or violations that cause major losses to the company [9] Performance Evaluation - The Secretary is required to participate in regular training and submit performance reports for evaluation [10] - Compensation and evaluation of the Secretary are determined by the board's remuneration and assessment committee [10]
欧科亿: 董事会秘书工作细则(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:10
General Provisions - The purpose of the work guidelines is to standardize company behavior and clarify the responsibilities and authority of the board secretary, in accordance with relevant laws and regulations [2] - The board secretary is a senior management position responsible to the company and the board of directors, subject to the same regulations as other senior management [2] Qualifications - The board secretary must possess essential professional knowledge and experience, and should be a director, general manager, deputy general manager, or financial officer [3] - The qualifications include knowledge in finance, taxation, law, finance, and corporate management, along with good personal qualities and communication skills [3] Responsibilities - The board secretary is responsible for information disclosure, ensuring compliance with disclosure regulations, and managing investor relations [4] - Duties include organizing board meetings, assisting in establishing internal control systems, and managing shareholder information [4] - The board secretary must also ensure that directors and senior management fulfill their duties and report any violations [4] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed by the board of directors [6] - The board must terminate the appointment within one month if the secretary is unable to perform duties or violates regulations [6] - A confidentiality agreement must be signed upon appointment, and the company must report the dismissal to the stock exchange [6] Transition and Interim Management - Before leaving, the board secretary must undergo a review and transfer relevant documents and responsibilities [7] - An interim representative must be appointed to fulfill the duties of the board secretary during any vacancy [7] Miscellaneous - The guidelines take effect upon approval by the board and will be interpreted by the board [8]
中航西飞: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-07-16 12:10
Core Points - The document outlines the regulations and responsibilities of the Secretary of the Board of Directors for AVIC Xi'an Aircraft Industry Group Co., Ltd, emphasizing the importance of compliance with laws and ethical standards [1][2][3] Group 1: General Provisions - The company establishes a Secretary of the Board of Directors to enhance governance and ensure compliance with relevant laws and regulations [1] - The Secretary is appointed by the Board Chairman and must possess necessary professional knowledge in finance, management, and law [1][2] Group 2: Qualifications and Dismissal - Individuals with certain disqualifying conditions, such as administrative penalties or market bans, are prohibited from serving as Secretary [2] - The company must appoint a new Secretary within three months of the previous Secretary's departure [2][3] Group 3: Responsibilities - The Secretary is responsible for managing information disclosure, coordinating investor relations, and ensuring compliance with legal obligations [6][7] - The Secretary must maintain confidentiality regarding company secrets and is required to report any significant information leaks to the Shenzhen Stock Exchange [6][7] Group 4: Work System - A Securities Affairs Management Department is established under the Secretary's leadership to handle information disclosure and investor relations [8] - The Secretary has the authority to access financial and operational information necessary for fulfilling their duties [8][9] Group 5: Additional Provisions - The document specifies that the Secretary must participate in ongoing training organized by the Shenzhen Stock Exchange [9] - The guidelines will be enforced in accordance with national laws and regulations, and any inconsistencies will be resolved in favor of the latter [9]
创意信息: 董事会秘书工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-15 10:17
董事会秘书工作细则 创意信息技术股份有限公司 董事会秘书工作细则 第一章 总 则 第一条 为规范创意信息技术股份有限公司(以下简称"公司")董事会秘书 工作,提高董事会秘书的职业素质和从业水平,促进公司规范运作,根据《中国 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》《深圳 证券交易所创业板股票上市规则》 (以下简称"《上市规则》")、 《深圳证券交易所 等规定,特制定本细则。 第二章 董事会秘书任职资格 第二条 公司设董事会秘书一名。董事会秘书为公司的高级管理人员,对公 司和董事会负责。 第三条 董事会秘书的任职资格: (一)具有本科以上学历,从事秘书、管理、股权事务等工作三年以上; 上市公司自律监管指引第 2 号——创业板上市公司规范运作》 (以下简称"《规范 运作指引》") ,以及《创意信息技术股份有限公司章程》 (以下简称"《公司章程》") (二)具有一定的财务、税收、法律、金融、证券、企业管理等方面知识, 具有良好的个人品质和职业道德,严格遵守有关法律、法规和规章,能够忠诚地 履行职责; (三)经过证券交易所组织的专业培训和资格考核并取得合格证书,或经证 券交易所认可后由董 ...
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]