董事离职管理

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华宝新能: 董事离职管理制度
Zheng Quan Zhi Xing· 2025-06-10 12:38
Core Points - The document outlines the management of director resignations at Shenzhen Huabao New Energy Co., Ltd, ensuring stability in corporate governance and protecting the rights of the company and its shareholders [1][2] - It specifies the conditions under which directors can resign, including the requirement for written resignation reports and the timeline for board disclosure [1][2] - The document establishes the obligations of departing directors, including the transfer of company documents and the handling of any unresolved matters [3][4] Summary by Sections General Provisions - The regulations are designed to standardize the resignation management of directors, including independent directors, to maintain governance stability [1] - The rules apply to all forms of director departures, including resignations, term expirations, and dismissals [1] Resignation Conditions and Effectiveness - Directors may resign before their term ends by submitting a written resignation report, which takes effect upon receipt by the board [2] - If a resignation results in the board falling below the legal minimum number of directors, the resigning directors must continue to fulfill their duties until replacements are appointed [2] Transfer Procedures and Unresolved Matters - Departing directors must hand over all relevant documents and assets within three working days of their resignation [3] - The audit committee may initiate a departure audit for significant matters involving the resigning director [3] Obligations of Departing Directors - Departing directors must complete all handover procedures and maintain confidentiality regarding company secrets even after their term ends [4] - They are liable for any losses incurred by the company due to their unauthorized departure [4] Accountability Mechanism - The board will review any breaches of obligations by departing directors and may seek compensation for losses incurred [5] - Directors can appeal the board's decisions regarding accountability within a specified timeframe [5] Management of Shareholdings by Departing Directors - Departing directors are prohibited from transferring their shares within six months of leaving the company [6] - There are specific limits on the percentage of shares that can be sold during their term and after their resignation [6] Miscellaneous Provisions - The document states that any matters not covered will be governed by relevant laws and regulations [6] - The board holds the authority to modify and interpret these regulations [6]
科新发展: 董事离职管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-09 10:23
董事离职管理制度 第一章 总则 第一条 为规范山西科新发展股份有限公司(以下简称"公司")董 事离职程序,确保公司治理结构的稳定性和连续性,维护公司及股东的合 法权益,根据《公司法》《证券法》 《上市公司治理准则》《上海证券交易 所股票上市规则》《公司章程》等相关规定,结合公司实际情况,制定本 制度。 第二条 本制度适用于公司董事(含独立董事)因任期届满、辞职、 被解除职务或其他原因离职的情形。 第三条 公司董事离职管理应遵循以下原则: (一)合法合规原则:严格遵守国家法律法规、监管规定及《公司章 程》的要求; (二)公开透明原则:及时、准确、完整地披露董事离职相关信息; (三)平稳过渡原则:确保董事离职不影响公司正常经营和治理结构 的稳定性; (四)保护股东权益原则:维护公司及全体股东的合法权益。 第二章 离职情形与程序 第四条 公司董事离职包含任期届满未连任、主动辞职、被解除职务 以及其他导致董事实际离职等情形。 第五条 辞职程序:公司董事可以在任期届满以前辞职,董事辞职应 当向公司提交书面辞职报告,辞职报告中应说明辞职原因,公司收到辞职 报告之日辞职生效。 第六条 如存在下列情形,在改选出的董事就任前, ...
水星家纺: 上海水星家用纺织品股份有限公司董事离职管理制度(2025年06月制定)
Zheng Quan Zhi Xing· 2025-06-03 13:09
General Principles - The purpose of the board resignation management system is to standardize the resignation procedures of directors, clarify the rights and obligations of all parties, and protect the legitimate rights and interests of the company and its shareholders [1] - This system applies to all directors of the company, including independent directors [1] Types of Resignation - Normal resignation refers to directors leaving for specified reasons [2] - Abnormal resignation refers to directors leaving for other specified reasons [2] Resignation Procedures - Directors must submit a written resignation report to the board, stating the reason for resignation and the effective date [1] - The board must disclose the resignation details within 2 trading days of receiving the resignation report, including the reasons and impacts [2] Transition and Handover - If a resignation results in the board members falling below the legal number, the resignation report will only take effect after the next director fills the vacancy [2] - The departing director must complete a work handover before the resignation takes effect, and this handover must be documented and signed by both parties [2][3] Information Disclosure - The company is obligated to disclose resignation information in a timely, accurate, and complete manner, adhering to relevant laws and regulations [2] Succession Arrangements - The company must promptly initiate succession procedures after a director's resignation to ensure the board operates normally [3] - The nomination and election of successor directors must comply with the company’s articles of association and relevant laws [3] Confidentiality and Non-Compete - Departing directors are required to maintain confidentiality regarding company trade secrets and other confidential information [4] - The company may enter into non-compete agreements with departing directors, specifying the scope, duration, and compensation [4] Legal Responsibilities - Departing directors may be held liable for damages caused to the company due to violations of laws, regulations, or the company’s articles of association [4] - The company reserves the right to pursue legal action against departing directors for any breaches [4] Miscellaneous - The board of directors is responsible for interpreting this system [4] - This system will take effect upon approval by the shareholders' meeting [4]
南京公用: 董事离职管理制度
Zheng Quan Zhi Xing· 2025-05-27 09:25
Core Points - The document outlines the procedures and responsibilities related to the resignation of directors at Nanjing Public Utilities Development Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: Resignation Procedures - Directors automatically resign upon the expiration of their term unless re-elected by the shareholders [2] - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon delivery to the board [3] - The company must disclose the resignation details within two trading days and complete the re-election within 60 days to maintain compliance with legal requirements [2][3] Group 2: Responsibilities of Resigning Directors - Resigning directors must complete all handover procedures within five days, including transferring relevant documents and files [4] - Directors are required to fulfill any public commitments made during their tenure, even after resignation [4][5] - Confidentiality obligations regarding company secrets remain in effect after resignation until the information becomes public [4][5] Group 3: Shareholding Management - Resigning directors are prohibited from transferring their shares within six months post-resignation [6][7] - Any changes in shareholding must comply with previously made commitments regarding shareholding ratios and durations [7][8] - The board secretary is responsible for monitoring shareholding changes and reporting to regulatory authorities if necessary [7][8]
福成股份: 福成股份:董事离职管理制度
Zheng Quan Zhi Xing· 2025-05-26 08:16
Core Points - The document outlines the management system for the resignation of directors at Hebei Fucheng Wufeng Food Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of shareholders [1][2][3] - The system is applicable to various scenarios of director resignation, including term expiration, voluntary resignation, and dismissal [3][4] - The principles guiding the resignation management include legality, transparency, smooth transition, and protection of shareholder rights [3][4] Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [4][5] - The company must disclose the resignation details within two trading days and complete the re-election of directors within 60 days [4][5] - If a director is dismissed, the company must notify the director and allow them to defend their position at the shareholders' meeting [5][6] Responsibilities and Obligations - Directors must complete all handover procedures within five days of resignation, including transferring relevant documents and files [6][7] - Obligations regarding public commitments made during their tenure continue even after resignation [6][7] - Directors are prohibited from using their former position to interfere with the company's operations or harm shareholder interests post-resignation [6][7] Shareholding Management - Directors are restricted from transferring their shares within six months after resignation [8][9] - Any changes in shareholding must comply with specific regulations, including maintaining a certain percentage of shares during their term and the six months following [8][9] - The board secretary is responsible for supervising the shareholding changes of resigned directors and reporting to regulatory authorities if necessary [8][9] Implementation - The system was approved by the company's 8th board of directors and is effective from the date of approval [9]
春兴精工: 董事离职管理制度
Zheng Quan Zhi Xing· 2025-05-21 11:27
Core Points - The document outlines the procedures for the resignation of directors at Suzhou Chunxing Precision Mechanical Co., Ltd, ensuring stability in corporate governance and protection of shareholder rights [1][2] - It specifies the conditions under which directors can resign, including the requirement for a written resignation report and the company's obligation to disclose the resignation within two trading days [3][4] - The document establishes the responsibilities of departing directors, including the transfer of company documents and assets, and the continuation of certain obligations even after resignation [5][6] Chapter Summaries Chapter 1: General Provisions - The purpose of the document is to regulate the resignation process of directors to maintain governance stability and protect shareholder rights [1] - The provisions apply to all directors, including employee representatives and independent directors [1] Chapter 2: Resignation Conditions and Effectiveness - Directors may resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3] - If a resignation leads to a shortage of board members, the departing director must continue to fulfill their duties until a new director is appointed [4] - The company must complete the election of a new director within 60 days of a resignation [2] Chapter 3: Handover Procedures and Unresolved Matters - Departing directors must hand over all relevant documents and assets within three working days after resignation [5] - If the departing director was involved in significant transactions, an audit may be initiated [5] Chapter 4: Obligations of Departing Directors - Departing directors must not interfere with the company's operations or harm shareholder interests after their resignation [6] - They are required to maintain confidentiality regarding company secrets even after leaving [6] Chapter 5: Supplementary Provisions - The document will take effect upon approval by the company's board and will be interpreted by the board [5]