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华鲁恒升: 华鲁恒升董事会审计委员会工作制度(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
山东华鲁恒升化工股份有限公司 董事会审计委员会工作制度 (二〇二五年九月四日修订) 第一章 总则 第一条 为了提高公司治理水平,强化公司董事会决策功能,规范公司董事会审 计委员会的运作,确保董事会对经理层的有效监督,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,公司设置董事会审计委员会,并 制定本工作制度。 第二章 人员组成 第三条 审计委员会成员由 3 至 5 名董事组成,全部为外部董事,且独立董事占 多数,委员中至少有一名独立董事为专业会计人士。 第二条 董事会审计委员会是董事会下设的专门工作委员会,主要负责审核公司 财务信息及其披露、监督及评估内外部审计工作和内部控制。 第四条 审计委员会委员由董事长、二分之一以上独立董事或者全体董事的三分 之一提名,并由董事会选举产生。 第五条 审计委员会设主任委员(召集人)一名,由独立董事委员担任,且为会 计专业人士,负责主持委员会工作;主任委员在委员内选举,并报请董事会批准产生。 第六条 审计委员会任期与董事会一致,委员任期届满,连选可以连任。期间如 有委员不再担任公司董事职务,自动失去委员资格,并由委员会根据上述第三至第五 条规 ...
华鲁恒升: 华鲁恒升董事会议事规则(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - The document outlines the rules and procedures for the board of directors of Shandong Hualu Hengsheng Chemical Co., Ltd, aiming to enhance decision-making efficiency and ensure compliance with relevant laws and regulations [1][2][3] Chapter 1: General Principles - The board of directors is established according to the Company Law and the company's articles of association, managing internal affairs during the period between shareholders' meetings [1][2] - The rules are binding on all directors, including independent directors, the board secretary, and other relevant personnel [1] Chapter 2: Powers of the Board - The board exercises its powers based on laws, regulations, and the company's articles of association, including convening shareholders' meetings, executing resolutions, and deciding on operational plans and investment proposals [2][3] - Major decisions, such as capital changes, mergers, and acquisitions, must be collectively decided by the board [2][3] Chapter 3: Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [8][9] - The election of directors is conducted through cumulative voting, ensuring fair representation [9][10] Chapter 4: Composition and Rules of the Board - The board consists of 11 directors, including 4 independent directors and 1 employee representative [15] - Independent directors must meet specific independence criteria and cannot have significant relationships with the company or its major shareholders [15][16] Chapter 5: Chairman of the Board - The chairman is elected by the board and has specific responsibilities, including presiding over meetings and ensuring the execution of board resolutions [26][28] Chapter 6: Authorization of the Board - The board grants the general manager specific powers for daily operations, with limits on transaction values that can be decided without board approval [30][31] Chapter 7: Board Secretary and Organizational Structure - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with information disclosure requirements [50][51]
华丽家族: 华丽家族股份有限公司董事会提名委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Provisions - The company establishes a Nomination Committee to regulate the selection of directors and senior management, optimizing the board composition and improving corporate governance [1][2] - The Nomination Committee is a specialized working body under the board, responsible for proposing candidates and selection criteria for directors and senior management [1][2] Composition of the Committee - The Nomination Committee consists of three to five directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [2][3] - The committee must submit its proposals to the board, which must document any reasons for not adopting the committee's recommendations [2][3] Decision-Making Procedures - The committee conducts research on the selection criteria and procedures for directors and senior management, forming resolutions to be submitted to the board [3] - The selection process includes communication with relevant departments, searching for candidates internally and externally, and gathering detailed information on candidates [3] Meeting Rules - The committee meets as needed, with meetings chaired by the chairperson or another independent director if the chairperson is unavailable [3][4] - A quorum requires the presence of more than half of the committee members, and decisions must be approved by a majority [3][4] Record Keeping and Confidentiality - Meeting records must be kept for ten years, and all attendees are bound by confidentiality regarding the discussed matters [4] - The committee has the authority to hire external advisors for professional opinions, with costs covered by the company [4] Miscellaneous - The working rules take effect upon approval by the board and are subject to relevant laws and regulations [4]
华丽家族: 华丽家族股份有限公司董事会审计委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Overview - The audit committee of Huayi Family Co., Ltd. is established to enhance the decision-making function of the board, ensure effective supervision of the management, and improve corporate governance structure [1][2] Composition of the Audit Committee - The audit committee consists of three to five directors, with independent directors making up the majority, and at least one independent director must be a professional in accounting [3][4] - The chairman of the audit committee is an independent director with accounting expertise, elected by committee members and approved by the board [2][3] Responsibilities and Authority - The audit committee exercises the powers of the supervisory board as stipulated in the Company Law, including checking financial statements and supervising the actions of directors and senior management [4][5] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [3][4] - Key decisions, such as the hiring or dismissal of external auditors and the approval of financial reports, require a majority agreement from the committee members before being submitted to the board [3][4] Internal Audit Oversight - The audit committee supervises and evaluates the internal audit work, ensuring the establishment and implementation of internal audit systems [5][6] - The committee must review the internal audit department's annual work plan and report on the progress and quality of internal audits to the board [5][6] Decision-Making Procedures - The internal audit department prepares written materials for the audit committee's decision-making, including financial reports and external audit reports [8][9] - The audit committee meets at least quarterly, with provisions for special meetings as needed, and decisions require a quorum of two-thirds of the members [9][10] Confidentiality and Reporting - All members and attendees of the audit committee meetings are bound by confidentiality regarding the matters discussed [11] - Resolutions passed by the audit committee must be reported in writing to the board [10]
华丽家族: 华丽家族股份有限公司董事会战略发展委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Points - The article outlines the establishment and operational guidelines of the Strategic Development Committee of Huayi Family Co., Ltd. to enhance the company's core competitiveness and improve decision-making processes [2][3] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategies and major investment decisions [3][4] Group 1: General Provisions - The Strategic Development Committee is set up to adapt to the strategic needs of the company and to ensure the effectiveness and quality of major investment decisions [2] - The committee consists of three to five directors, with the chairman of the board serving as the head [3] Group 2: Responsibilities and Authority - The main responsibilities of the committee include researching long-term strategic planning, major investment financing proposals, and other significant matters affecting the company's development [3] - The committee is accountable to the board of directors, and its proposals must be submitted for board review [3][4] Group 3: Decision-Making Procedures - An Investment Review Group is established under the committee, led by the company's president, to prepare for decision-making [4][5] - The committee holds meetings to discuss proposals from the Investment Review Group and submits the results to the board [4][5] Group 4: Meeting Rules - Meetings are to be held with a majority of members present, and decisions require a majority vote [5][6] - The committee may invite external experts for professional opinions if necessary [5][6] Group 5: Miscellaneous Provisions - The guidelines take effect upon approval by the board and are subject to relevant laws and regulations [6][7] - The board retains the right to interpret these guidelines [7]
瑞康医药: 第五届董事会第十八次会议决议的公告
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - The company held its 18th meeting of the 5th Board of Directors on September 5, 2025, with all 8 directors present, and the meeting was conducted in accordance with relevant laws and regulations [1] - The Board approved the revision of the company's articles of association to align with the latest legal requirements and the company's development strategy, with a unanimous vote of 8 in favor [1] - The Board also approved the revision of certain governance systems to enhance the company's governance structure, again with a unanimous vote of 8 in favor [2] - The company proposed a guarantee limit for itself and its subsidiaries totaling no more than RMB 2 billion, with specific limits based on the subsidiaries' asset-liability ratios, which was also approved unanimously [3] - A proposal to convene the 2025 first extraordinary general meeting was approved with a unanimous vote of 8 in favor [3]
奇精机械: 公司章程(2025年09月)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - Qijing Machinery Co., Ltd. is a joint-stock company established in accordance with the Company Law of the People's Republic of China and other relevant regulations [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 20 million shares, which were listed on the Shanghai Stock Exchange on February 6, 2017 [2][3] - The registered capital of the company is RMB 192,600,865 [2][3] Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1][5] - The company is established as a permanent joint-stock company with a legal representative being the chairman of the board [2][3][5] - The company is responsible for civil activities conducted by its legal representative [2][3] Chapter 2: Business Objectives and Scope - The company's business objectives include leveraging the advantages of a joint-stock economic organization to contribute to society and provide substantial returns to shareholders [6] - The business scope includes manufacturing and processing of mechanical parts, household appliances, automotive parts, tools, and various other products [6] Chapter 3: Shares - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [6][8] - The company has issued a total of 192,600,865 shares, all of which are ordinary shares [8][11] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [16][40] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [48] - Shareholders holding more than 10% of shares can request a temporary shareholders' meeting [27][28] Chapter 5: Shareholders' Meeting Procedures - The company must provide adequate notice for shareholders' meetings, including details on time, location, and agenda [61][62] - The meeting must be conducted in an orderly manner, ensuring that all shareholders can participate and vote [65][66] - The resolutions passed in the shareholders' meeting require a majority or two-thirds majority depending on the type of resolution [80][81]
双林股份: 审计委员会议事规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
General Provisions - The purpose of the audit committee's rules is to enhance the decision-making function of the board of directors, ensuring effective supervision of the management team and improving internal controls [1][2] - The audit committee is established as a specialized working body of the board of directors, responsible for communication, supervision, and verification of internal and external audits [2] Composition of the Committee - The audit committee consists of three directors who are not senior management, including at least two independent directors, with one being a professional accountant [3] - The committee members are elected by the board of directors, with a designated chairperson from the independent directors [3][4] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and exercising the powers of the supervisory board as stipulated by law [4] - Key matters requiring the committee's approval include financial report disclosures, hiring or dismissing external auditors, and changes in accounting policies [4][5] Meeting Procedures - The audit committee must meet at least quarterly, with provisions for special meetings as needed [5][6] - A quorum for meetings requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [6][10] Decision-Making and Documentation - Meeting records must be maintained for at least ten years, detailing attendance, agenda, discussions, and voting results [26][27] - The committee's proposals must be communicated to the board of directors promptly after meetings [28] Conflict of Interest and Evaluation - Committee members must disclose any conflicts of interest and recuse themselves from voting on related matters [30][31] - The committee has the authority to conduct internal audits and request necessary documents from relevant departments [34][35]
双林股份: 提名委员会议事规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
双林股份有限公司 董事会提名委员会议事规则 董事会提名委员会议事规则 第一章 总则 第一条 为规范公司领导人员的产生,优化董事会组成,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,并制订本议事规则。 第二条 董事会提名委员会是董事会依据相应法律法规设立的专门工作机 构,对董事会负责并报告工作,主要负责对公司董事和高级管理人员的人选、选 择标准和程序进行选择并提出建议。 第二章 人员组成 第三条 提名委员会成员由三名董事组成,其中独立董事两名。 第四条 提名委员会委员由董事会选举产生。提名委员会设召集人一名,由 董事会选举一名独立董事委员担任,负责主持委员会工作。 第五条 提名委员会委员必须符合下列条件: (一)不具有《公司法》或《公司章程》规定的不得担任公司董事、高级管 理人员的禁止性情形; 第八条 提名委员会因委员辞职或免职或其他原因而导致人数低于规定人数 的三分之二时,公司董事会应尽快指定新的委员人选。在提名委员会委员人数达 到规定人数的三分之二以前,提名委员会暂停行使本议事规则规定的职权。 第九条 《公司法》、 《公 ...
北汽蓝谷: 董事会议事规则
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Points - The article outlines the governance structure and decision-making processes of Beijing Automotive Blue Valley New Energy Technology Co., Ltd. [1][2][3] - The board of directors is responsible for major company decisions and must consider the opinions of the company's party committee [1][2] - The board consists of 9 directors, including a chairman and independent directors, with specific roles and responsibilities defined [2][3] Governance Structure - The board of directors is composed of 9 members, including 1 chairman and at least 1/3 independent directors [2] - Directors are elected for a term of 3 years, with provisions for re-election [2] - The board has established specialized committees, including an audit committee, which must have a majority of independent directors [2][3] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [3][4] - Meeting notifications must be sent out in advance, detailing the agenda and other relevant information [5][6] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [18][24] Voting and Decision-Making - Decisions require a majority vote from the board, with specific rules for handling conflicts of interest [24][27] - Directors must personally attend meetings or delegate their voting rights under defined conditions [19][20] - Meeting records must be accurately maintained, reflecting the discussions and decisions made [34][35] Compliance and Accountability - The board is accountable for its decisions, and directors may face liability for decisions that violate laws or company regulations [37] - The company must publicly announce board resolutions in accordance with relevant regulations [39]