Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss various proposals related to corporate governance and compliance with regulations for the upcoming H-share listing [1][9][15] Group 1: Meeting Procedures - A secretariat will be established to manage the meeting procedures and ensure the orderly conduct of the meeting [1] - Shareholders and their proxies must arrive 30 minutes before the meeting to complete registration and present necessary identification documents [2] - The meeting will confirm the number of attending shareholders and their voting rights before proceeding with the agenda [2][5] Group 2: Agenda Items - The meeting will discuss and vote on several key proposals, including: - Proposal to adjust the company's articles of association and related rules for H-share issuance [10][12] - Proposal to renew the appointment of the auditing firm for the 2025 fiscal year [5][6] - Proposal to abolish the supervisory board and amend the articles of association accordingly [9][10] - Proposal to revise various governance systems to enhance corporate governance [12][13] - Proposal to elect a new independent director [15][17] Group 3: Voting and Rights - Voting will be conducted through both on-site and online methods, with specific time frames for each [5][10] - Shareholders have the right to speak, inquire, and vote during the meeting, but must register in advance for speaking [2][3] - Votes that are not filled out correctly or are illegible will be considered as abstentions [3][4]

【导读】雀巢集团任命Philipp Navratil接替傅乐宏为集团新任首席执行官 中国基金报 综合整理 雀巢官网、华尔街见闻等 私下大搞办公室恋情？雀巢集团CEO被解雇！ 9月2日，雀巢集团官网消息显示，雀巢集团董事会任命Philipp Navratil接替傅乐宏为集团新 任首席执行官。 据介绍，傅乐宏的离任源于一项调查，该调查发现他与直接下属存在未公开的恋爱关系，违 反了雀巢的《商业行为准则》。 来看详情—— 雀巢集团原CEO傅乐宏被解雇 傅乐宏的离任源于一项调查，调查发现他与直接下属存在未公开的恋爱关系，违反了雀巢的 《商业行为准则》。根据最佳公司治理实践，董事会委托董事会主席保罗•薄凯（Paul Bulcke）和首席独立董事Pablo Isla在独立外部律师的支持下监督调查。 据外媒报道，相关调查是在今年春季开始的，当时雀巢的内部投诉系统"Speak Up"收到了多 份举报，反映了关于傅乐宏与一名同事的个人关系。员工们对潜在的利益冲突和偏袒问题表 达了担忧。雀巢曾表示，这些指控"缺乏根据"。 然而，随着内部投诉的持续，雀巢董事会随后决定在外部律师的协助下启动新一轮调查。据 悉，涉事的女性目前已不再在雀 ...

Core Viewpoint - Nestlé Group's sudden dismissal of CEO Laurent Freixe due to a violation of the company's code of conduct has raised concerns about internal management and corporate governance, prompting a reevaluation of the company's future strategic direction [1][2][3] Group 1: Executive Changes - Laurent Freixe, a veteran with 39 years at Nestlé, was appointed CEO in September 2024 but was dismissed within a year due to an undisclosed romantic relationship with a subordinate [2][3] - The board's decision reflects a commitment to uphold corporate governance standards, emphasizing that even high-ranking executives are not above the rules [2][3] Group 2: Investigation and Governance - An internal investigation was initiated following multiple anonymous reports received through the "Speak Up" system, leading to the board's decision to terminate Freixe [3] - The board, led by Paul Bulcke and independent director Pablo Isla, underscored the importance of maintaining the company's values and governance as a foundation for its operations [3] Group 3: New Leadership Challenges - New CEO Philipp Navratil faces significant challenges, including stabilizing the organization, continuing performance improvement plans, and restoring ethical authority within the executive team [4][5] - Navratil, a long-time Nestlé employee, has expressed full support for the company's strategic direction and aims to accelerate value creation initiatives [6] Group 4: Financial Performance Context - Nestlé's financial performance has been under pressure, with a reported sales decline of 1.8% to CHF 44.228 billion and a net profit drop of 10.3% to CHF 5.065 billion in the first half of 2025 [5] - The Greater China region specifically saw a sales decline of 6.4% to CHF 2.47 billion, raising concerns about the effectiveness of previous strategic initiatives [5]

Core Points - The company has revised its board structure, including the number of directors and their qualifications, to enhance governance and accountability [1][2][4] - The board will consist of 11 directors, including 4 independent directors, with one independent director being a professional accountant [1][2] - The term for directors is set at three years, with the possibility of re-election, and they can only be removed by the shareholders' meeting under justified circumstances [1][2][4] Governance Structure - The board of directors is responsible for major company decisions and must report to the shareholders' meeting [1][2] - The board will have the authority to convene shareholder meetings and execute resolutions passed by the shareholders [2][4] - The board is tasked with formulating the company's annual financial budget and investment plans [2][4] Investment and Financial Management - The board will decide on the company's operational plans, investment strategies, and financial allocations [2][4] - Specific thresholds for investment approvals have been established, such as a single investment limit of 100 million yuan for non-financial equity investments within the annual plan [4][5] - The board must seek shareholder approval for significant transactions exceeding its authorized limits [4][5] Independent Directors' Role - Independent directors are granted special powers, including the ability to conduct audits and propose meetings to protect minority shareholders' interests [6][8] - They are also responsible for providing independent opinions on matters that may harm the company or minority shareholders [6][8] Meeting Procedures - Board meetings must be held with a quorum of at least half of the directors present, and meetings can be conducted in various formats, including in-person and virtual [9][10] - The notice for board meetings must be sent at least 10 working days in advance for regular meetings and 2 days for emergency meetings [9][10] Documentation and Accountability - All board meetings must be documented, and minutes should include key decisions and attendance [25][28] - Directors are required to sign the meeting minutes, and they have the right to request that their statements be recorded [25][28]

知及发布股东大会决议公告时，向公司 所在地中国证监会派出机构和证券交易 所提交有关证明材料。 | 修订 | 原编号 | 原条款内容 | 现编号 | 现条款内容 | 修订依据 | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 类型 | 外部监管规定 | | | | | | | | | | | - | 全文中所有"股东大会" | - | 统一修订为："股东会" | 修订 | 与《公司章程》 | | | | | | | 外部监管规定 | - | 全文中所有"监事会" | - | 统一或删除或修订为："审计委员会" | 修订 | | | | | | | 与《公司章程》 | 外部监管规定 | | | | | | | | | | | - | 全文中所有"监事" | 修订 | 统一删除 | 与《公司章程》 | | | | | | | | 第一章第 | 公司股东会的召集、提案、通知、召开等事项适用本规 | 外 | 部监管规定 | | | | | | | | | - | - | 新增 | 二条 | 则。 | 与《公 ...

Core Viewpoint - Nestlé's CEO, Mark Schneider, was dismissed due to a romantic relationship with a subordinate, raising questions about internal power dynamics and governance within the company [2][6][8]. Group 1: CEO Dismissal - Mark Schneider, who had nearly 40 years of experience at Nestlé, was appointed CEO in September 2024 but was dismissed just a year later due to a reported romantic relationship with a direct report [4][6]. - The company stated that Schneider violated the "Code of Business Conduct" and would not receive any severance pay, indicating a strict stance on such matters [6][8]. - Internal complaints about Schneider's relationship led to an investigation, which initially found no basis for the claims, but subsequent evidence from surveillance footage prompted a swift dismissal [8][10]. Group 2: Company Performance - During Schneider's tenure, Nestlé experienced a 1.8% decline in sales in the first half of 2025, with the Greater China region seeing a more severe organic growth rate of -4.2% [18]. - The company's stock price fell by 17% during his leadership, lagging behind competitors like Unilever by 12 percentage points [18][20]. - The board's decision to dismiss Schneider may have been influenced by both his personal conduct and the company's underperformance, suggesting a combination of new and old grievances [18][20]. Group 3: Internal Dynamics and Future Challenges - The dismissal of Schneider coincided with multiple crises for Nestlé, including investigations into water pollution and product recalls, highlighting management vulnerabilities [21]. - The new CEO, Nespresso's former head, faces significant challenges in continuing Schneider's transformation strategy while restoring investor confidence and internal stability [23][25]. - Nestlé has seen a 60% turnover rate in its board over the past five years, with frequent changes in the CEO position, which may lead to strategic inconsistency and employee uncertainty [27][29].

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 on September 9, 2025, at 14:30 [2][3] - The agenda includes four proposals, one of which is to cancel the supervisory board and amend the company's articles of association [7][8] - The meeting will utilize a combination of on-site and online voting methods for shareholders to exercise their voting rights [4][5] Proposal Summaries - **Proposal 1**: The company proposes to cancel the supervisory board and amend the articles of association and related rules to enhance corporate governance [7][8] - **Proposal 2**: The company aims to revise the related party transaction management system to improve governance and operational standards [9][10] - **Proposal 3**: The company intends to amend the external investment management system to align with current regulations and enhance operational efficiency [10][12] - **Proposal 4**: The company seeks to revise the external guarantee management system to ensure compliance with legal and regulatory requirements [12][13] Meeting Procedures - The meeting will be presided over by the chairman, and a secretary will be responsible for the meeting procedures [3][4] - Shareholders wishing to speak must register in advance, and the number of speakers may be limited to ten [6][7] - Voting will be conducted through a written ballot for on-site attendees and an online platform for remote participants [5][6]

Core Points - The company is planning to hold a shareholders' meeting on September 10, 2025, to discuss the cancellation of the supervisory board and amendments to the company's articles of association [1][2][3] - The meeting will include both on-site and online voting methods, with specific time slots for voting [2][3] - The company aims to enhance governance and compliance with the latest legal regulations by abolishing the supervisory board, transferring its responsibilities to the audit committee of the board of directors [4][5] Group 1: Meeting Procedures - The legal affairs department is responsible for the procedures of the shareholders' meeting [1] - Shareholders must register in advance to ensure proper attendance and representation of shares [1][2] - The meeting will be presided over by the chairman, and shareholders have the right to speak, inquire, and vote [1][2] Group 2: Proposed Changes - The proposal includes the cancellation of the supervisory board and the revision of the company's articles of association to align with new legal requirements [3][4] - The current supervisory board will be dissolved upon approval of the proposal, and the existing supervisors will be relieved of their duties [4] - The amendments to the articles of association will be disclosed on the Shanghai Stock Exchange website [4][5] Group 3: Voting and Legal Oversight - Voting will be conducted through a combination of on-site and online methods, with specific guidelines for casting votes [2][3] - A law firm will be present to witness the meeting and provide legal opinions [2] - Shareholders are encouraged to submit questions in advance to ensure they are addressed during the meeting [2]

证券代码：688636 证券简称：智明达 公告编号：2025-050 成都智明达电子股份有限公司 关于变更注册资本、修订《公司章程》及公司部分治 理制度的公告 本公司董事会及全体董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、准确性和完整性依法承担法律责任。 成都智明达电子股份有限公司（以下简称"公司"）于2025年9月2日召开了第三 届董事会第二十九次会议，会议审议通过了《关于变更注册资本及修订 <公司章> 程>并办理工商变更登记的议案》《关于制定及修订公司部分治理制度的议案》。 具体情况如下： 一、 修订《公司章程》情况 因 2024 年年度权益分派的实施，股权激励的回购注销导致公司注册资本发生变 化，同时为全面贯彻落实最新法律法规要求，确保公司治理与监管规定保持同步，进 一步规范公司运作机制，提升公司治理水平，根据《中华人民共和国公司法（2023 年修订）》等有关法律法规、规范性文件的最新规定，并结合公司实际情况，公司参 考《上市公司章程指引（2025 年修订）》 对现行《公司章程》进行修订，具体修订 情况如下： （二）公司期末资产负债率高于 70%； 修订前 修订后 ...

Core Viewpoint - The company is proposing to cancel its supervisory board and amend its articles of association to align with regulatory requirements and improve governance efficiency [5][6]. Meeting Procedures - The shareholders' meeting will be held on September 10, 2025, at 14:30, with a combination of on-site and online voting [4][5]. - Attendees must arrive 10 minutes before the meeting and present valid identification and proof of shareholding [3][4]. - Shareholders have the right to speak, consult, and vote during the meeting [3][5]. Agenda Items - The agenda includes the proposal to cancel the supervisory board and amend the articles of association, along with revisions to various internal management systems [5][6][8]. - Specific proposals include amendments to the Independent Director Work System, External Guarantee Management System, External Investment Management System, Related Party Transaction Management Measures, and Subsidiary Management System [6][8][9]. Voting Process - Voting will be conducted through both on-site and online platforms, with each share granting one vote [3][4]. - The voting process will require shareholders to select "agree," "disagree," or "abstain" for each proposal [3][4]. Governance Changes - The supervisory board will be dissolved, and its responsibilities will be transferred to the audit committee of the board of directors [5][6]. - The current supervisors will be relieved of their duties upon the approval of the proposal [6]. Regulatory Compliance - The amendments are in accordance with the new Company Law and related regulations to enhance the company's operational standards [6][8][9].