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电光科技: 电光防爆科技股份有限公司总裁工作细则
Zheng Quan Zhi Xing· 2025-07-31 16:15
Core Points - The document outlines the operational guidelines for the president of Electric Light Explosion-proof Technology Co., Ltd, aiming to enhance corporate governance and clarify the responsibilities and powers of the management team [1][2][8] Section Summaries General Provisions - The guidelines are established based on the Company Law of the People's Republic of China and the company's articles of association, ensuring the president effectively fulfills their role and is accountable to the board of directors [1][2] Qualifications and Appointment Procedures - The president must possess rich economic and management knowledge, strong management capabilities, and relevant work experience in enterprise management [2] - Specific disqualifications for the president include lack of civil capacity, criminal convictions related to corruption or economic crimes, and being a debtor listed as untrustworthy [2][3] Powers of the President - The president has the authority to manage daily operations, implement board resolutions, and propose the appointment or dismissal of senior management [3][4] - The president can also decide on investments and expenditures within specified limits, such as fixed asset investments below 1% of the latest audited net assets [3][4] Duties and Responsibilities - The president is responsible for adhering to laws and company regulations, executing board decisions, and reporting to the board regularly [5][6] - The president must ensure the accuracy of reports regarding significant contracts and financial situations, and must consult with employee representatives on matters affecting employee welfare [5][6] President's Office Meetings - The president's office meetings are held monthly to discuss operational matters, with specific procedures for agenda setting and documentation [6][7] - Meeting minutes must be properly archived, and confidentiality must be maintained regarding sensitive discussions [7][8] Miscellaneous Provisions - Any matters not covered by these guidelines will be governed by relevant national laws and the company's articles of association [8]
ST未名: 《审计委员会工作细则》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
General Overview - The document outlines the working rules of the Audit Committee of Shandong Weiming Biological Pharmaceutical Co., Ltd, aiming to enhance the decision-making capacity of the board and ensure effective supervision of the management [1][2]. Composition of the Audit Committee - The Audit Committee consists of three directors, including two independent directors, with an accounting professional serving as the chairperson [2]. - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [2]. - The term of the Audit Committee aligns with that of the board, and members can be re-elected [2]. Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external and internal audits, reviewing financial reports, and assessing internal controls [4][5]. - The committee must approve certain actions, such as the disclosure of financial reports and the hiring or firing of external auditors, before submission to the board [10][11]. - The committee is tasked with guiding and supervising the internal audit department and ensuring compliance with laws and regulations [12]. Meeting Procedures - The Audit Committee is required to hold at least one regular meeting each quarter, with provisions for special meetings as needed [22][23]. - Meeting notifications must include the date, location, agenda, and other relevant details [24]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [26][27]. Documentation and Reporting - Meeting minutes must be recorded, detailing attendance, agenda items, and voting results, and these records are to be maintained for a minimum of ten years [33][36]. - The committee is responsible for reporting its activities and any significant issues to the board, ensuring transparency and accountability [20][21].
凯美特气: 审计委员会议事规则
Zheng Quan Zhi Xing· 2025-07-29 16:09
湖南凯美特气体股份有限公司董事会 (2025 年 7 月修订) 第一章 总则 第一条 为强化董事会决策功能,做到事前审计、专业审计,确保董事会对 经理层的有效监督,完善公司治理结构,根据《中华人民共和国公司法》(以下 简称"《公司法》")、《深圳证券交易所股票上市规则》、《深圳证券交易所 上市公司自律监管指引第1号——主板上市公司规范运作》、《公司章程》及其 它有关规定,湖南凯美特气体股份有限公司(以下简称"公司")特设立董事会 审计委员会,并制定本议事规则。 第二条 公司董事会设置审计委员会,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,并行使《公司法》规定的监事会的职权。 第二章 人员组成 第九条 审计委员会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,审计委员会的主要职责权限如下: (一)监督及评估外部审计工作,提议聘请或者更换外部审计机构; (二)监督及评估内部审计工作,负责内部审计与外部审计的协调; (三)审核公司的财务信息及其披露; 第三条 审计委员会成员由三名董事组成,审计委员会成员应当为不在公司 担任高级管理人员的董事,其中两名为独立董事,委员中 ...
中金辐照: 《中金辐照股份有限公司董事会审计委员会议事规则》
Zheng Quan Zhi Xing· 2025-07-22 16:16
General Overview - The company establishes an Audit Committee to enhance the decision-making function of the Board of Directors, ensuring effective supervision of the management team and improving corporate governance structure [2][3]. Composition of the Audit Committee - The Audit Committee consists of three directors, with more than half being independent directors, and at least one member must be a professional accountant [3]. - 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 [3]. - The committee has a chairperson who is an independent director with accounting expertise, elected by a majority of the committee members [3]. Responsibilities and Authority - The Audit Committee exercises the powers of the supervisory board as stipulated by the Company Law [4]. - Key responsibilities include supervising and evaluating external audit work, proposing the hiring or replacement of external auditors, and overseeing the implementation of internal audit plans [4][5]. - The committee is responsible for reviewing financial information and disclosures, supervising internal controls, and guiding the establishment and implementation of internal audit systems [5][6]. Meeting Procedures - The Audit Committee holds regular meetings at least once a quarter, with provisions for special meetings as needed [13]. - Meetings require the presence of at least two-thirds of the committee members to proceed [13]. - The committee must notify all members of regular meetings five days in advance and three days for special meetings [14]. Decision-Making Process - Each committee member has one vote, and decisions require a majority approval from all members [15]. - The committee can invite company directors and other senior management to attend meetings if necessary [16]. - The committee may hire external consultants for professional advice, with costs covered by the company [17]. Confidentiality and Reporting - All committee members are obligated to maintain confidentiality regarding meeting discussions and decisions [21]. - Resolutions passed by the committee must be reported in writing to the Board of Directors [20].
西部超导: 关于选举独立董事及调整专门委员会委员的公告
Zheng Quan Zhi Xing· 2025-07-14 11:11
一、关于选举独立董事的情况 根据《中华人民共和国公司法》(以下简称"《公司法》")及《公司章程》的 相关规定,经公司董事会提名,同意选举李晓光先生为公司第五届董事会独立董 事候选人(简历详见附件),公司董事会提名委员会已对独立董事候选人的任职资 格进行审查,认为李晓光先生具备《公司法》等法律法规所规定的担任上市公司 独立董事的任职条件、专业背景和工作经验,满足独立性的要求。李晓光先生承 诺在本次提名后,将尽快完成上海证券交易所独立董事履职学习平台课程学习。 李晓光先生的任职资格已经上海证券交易所审核通过,尚需提交公司股东会审议。 其任期自股东会审议通过之日起至第五届董事会任期届满之日止。股东会审议通 过后,公司董事会独立董事将由凤建军、苗冰、云虹和李晓光 4 名成员组成。 二、关于调整公司第五届审计委员会成员的情况 证券代码:688122 证券简称:西部超导 公告编号:2025-018 西部超导材料科技股份有限公司 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。 召开第五届董事会第八次会议,审议通过了《关于取消监事会并修订 ...
CEO辞任三个多月后,卫龙美味CFO辞任
Sou Hu Cai Jing· 2025-07-11 05:51
Core Viewpoint - The recent resignation of the CFO of Weilong, following the earlier departure of the CEO, indicates a significant shift in the company's leadership structure, which may reflect strategic concerns and a desire to stabilize management amidst challenges in the market [1][2][7]. Group 1: Executive Changes - CFO Peng Hongzhi has resigned due to personal career development plans, effective immediately [2]. - Yu Feng, currently an executive director, will take over as CFO starting September 1, 2023, bringing over 14 years of experience in the snack food industry [4]. - This marks the second high-level executive change at Weilong in the first half of the year, following the resignation of CEO Sun Yinong in March [4]. Group 2: Company Background and Family Ties - Weilong is a family-run business, with significant familial relationships among its executives, which may influence management dynamics [4]. - Peng Hongzhi is a cousin of Liu Zhongsi, while Yu Feng is a cousin of Liu Fuping, the new CEO, indicating a strong family presence in key positions [4][6]. Group 3: Financial Performance - Weilong's latest financial report shows a revenue increase of 28.6% year-on-year to 6.266 billion yuan, with a profit increase of 21.1% to 1.068 billion yuan [8]. - Adjusted net profit rose by 13.8% to 1.104 billion yuan, and the gross margin slightly increased from 47.7% in 2023 to 48.1% [8]. Group 4: Market Challenges - The company faces challenges such as declining sales of its core product, spicy strips, and increasing competition from imitators [7]. - Analysts suggest that the recent personnel changes may be aimed at enhancing the company's stock value [7].
悍高集团: 股东大会、董事会、监事会、独立董事、董事会秘书制度的建立健全及运行情况说明
Zheng Quan Zhi Xing· 2025-07-10 13:08
悍高集团股份有限公司 关于股东大会、董事会、监事会、独立董事、董事会秘书制度的 建立健全及运行情况的说明 发行人根据《公司法》 一、股东大会制度的建立健全及运行情况 德区悍高五金制品有限公司整体变更设立为悍高集团股份有限公司的方案,并审 议通过了《股东大会议事规则》及《公司章程》。 现行《公司章程》由公司 2021 年第六次临时股东大会审议通过。 自股份公司设立以来,股东大会共召开 15 次会议,股东大会一直根据《公 司法》《公司章程》和《股东大会议事规则》的规定规范运作。股东认真履行股 东义务,依法行使股东权利。股东大会机构和制度的建立及执行,在完善公司治 理结构和规范公司运作的过程中发挥了积极的作用。 《证券法》 《上市公司章程指引》等相关法律法规的要 求,逐步建立健全了由股东大会、董事会、监事会、独立董事和高级管理人员组 成的治理结构。 自发行人整体变更设立股份公司以来,发行人股东大会、董事会、监事会按 照相关法律、法规、规范性文件、 《公司章程》及相关议事规则的规定规范运行, 各股东、董事、监事和高级管理人员均尽职尽责,按制度规定切实地行使权利、 履行义务,形成了相互独立、权责明确、监督有效的公司治理 ...
达利凯普: 战略委员会工作细则
Zheng Quan Zhi Xing· 2025-07-10 12:10
Core Viewpoint - The company has established a Strategic Committee under the Board of Directors to enhance its core competitiveness and improve the quality and effectiveness of major investment decisions [1][2]. Group 1: Establishment and Composition - The Strategic Committee is a specialized working body of the Board, responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [2]. - The committee consists of three directors, including a chairperson elected from among the members, and is nominated by the Chairman or a majority of independent directors [3][4]. - The term of the committee members aligns with their term as directors, and they can be re-elected [3]. Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term strategic planning, major investment financing plans, significant capital operations, and other major matters affecting the company [4][5]. - The committee is accountable to the Board of Directors, and its proposals must be submitted for the Board's review and decision [3]. Group 3: Meeting Procedures - Meetings of the Strategic Committee must be notified three days in advance, although exceptions can be made in urgent situations [3]. - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority of the members present [4][5]. - The committee may invite other directors and senior management to attend meetings if necessary [4]. Group 4: Documentation and Confidentiality - Meeting records must be kept for at least ten years, and members are required to sign the records [5]. - Proposals and voting results from the committee meetings must be documented in writing and submitted to the Board of Directors [5].
山大电力: 股东大会、董事会、监事会、独立董事、董事会秘书制度的建立健全及运行情况说明
Zheng Quan Zhi Xing· 2025-07-03 16:26
Group 1 - The company has established and improved the system for the shareholders' meeting, board of directors, supervisory board, independent directors, and board secretary, ensuring compliance with relevant laws and regulations [1][2][3][4][5][6] - The company has held a total of 38 shareholders' meetings since its establishment, adhering to legal requirements and internal regulations [1] - The board of directors consists of 9 members, including 3 independent directors, and has held 58 board meetings, all in compliance with legal and regulatory standards [2][3] - The supervisory board is composed of 3 members, including 2 shareholder representatives and 1 employee representative, and has conducted 30 meetings since the company's establishment [3] - The independent directors play a significant role in enhancing the corporate governance structure and ensuring the protection of minority shareholders' rights [5] - The board secretary has been actively involved in organizing meetings and ensuring compliance with legal and regulatory requirements, contributing to the company's governance structure [6]
爱迪特: 董事会战略委员会实施细则
Zheng Quan Zhi Xing· 2025-07-02 16:25
Group 1 - The company aims to enhance its core competitiveness and improve decision-making processes through the establishment of a strategic committee [1][2] - The strategic committee is composed of three directors, including at least one independent director, and is responsible for researching and proposing suggestions on long-term development strategies and major investment decisions [1][2] - The strategic committee's main responsibilities include researching long-term strategic planning, major investment financing proposals, and significant capital operations [1][2][3] Group 2 - The strategic committee is accountable to the board of directors, and its proposals must be submitted for board review and decision [2] - A working group is responsible for preparing the strategic committee's decisions by gathering relevant information and conducting preliminary reviews [2][3] - The strategic committee meetings require the presence of at least two-thirds of its members to be valid, and decisions must be approved by a majority [3][4] Group 3 - The strategic committee can invite external professionals for expert opinions if necessary [4] - Meeting records must be kept, and attendees are required to maintain confidentiality regarding the discussed matters [4] - The implementation details of these guidelines will take effect upon approval by the board of directors [4]