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新华百货: 银川新华百货商业集团股份有限公司董事会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-25 16:37
银川新华百货商业集团股份有限公司 董事会议事规则 (2025 年 7 月修订) 第一条 为了进一步规范本公司董事会的议事方式和决策程序,促使董事和 董事会有效地履行其职责,提高董事会规范运作和科学决策水平,根据《公司法》、 《证券法》、《上市公司治理准则》和《上海证券交易所股票上市规则》等有关 规定,制订本规则。 第二条 董事会是公司常设的执行机构,董事会对股东会负责,行使法律、 法规、规章、公司章程和股东会赋予的职权。 第三条 董事会由九名董事组成(其中独立董事三人),设董事长一人,副 董长一人。董事长和副董事长由董事会以全体董事的过半数选举产生。董事由股 东会选举或更换,并可在任期届满前由股东会解除其职务。董事任期三年,任期 届满可连选连任。 董事任期从就任之日起计算,至本届董事会任期届满时为止。董事任期届满 未及时改选,在改选出的董事就任前,原董事仍应当依照法律、行政法规、部门 规章和本章程的规定,履行董事职务。 董事可以由高级管理人员兼任,但兼任高级管理人员职务的董事以及由职工 代表担任的董事,总计不得超过公司董事总数的二分之一。董事也可由职工代表 担任。 第四条 董事会下设证券部,行使董事会办公室职 ...
平安电工: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-23 16:23
General Principles - The rules aim to improve the corporate governance structure of Hubei Ping An Electric Technology Co., Ltd. and standardize the decision-making processes of the board of directors [1][2] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [1] Powers of the Board of Directors - The board has the authority to convene shareholders' meetings, execute resolutions, and decide on business plans and investment proposals [3][4] - It is responsible for formulating profit distribution plans, capital changes, and major acquisition proposals [3][4] - The board can also decide on external investments, asset sales, and management structure [3][4] Composition of the Board - The board consists of 9 directors, including 3 independent directors and 1 employee representative [5][6] - Directors must meet specific qualifications and cannot hold positions if they have certain legal or financial issues [5][6] Board Meetings - The board must hold at least two meetings annually, with proper notice given to all directors [16][26] - Special meetings can be called under specific circumstances, such as shareholder requests or proposals from independent directors [16][28] Decision-Making Procedures - Decisions require a majority vote from the directors present, and specific procedures must be followed for various types of transactions [46][47] - The board must ensure that decisions comply with legal regulations and do not harm the interests of shareholders, especially minority shareholders [25][46] Responsibilities of the Board Secretary - The board secretary is responsible for preparing meetings, managing information disclosure, and coordinating investor relations [18][20] - The secretary must ensure compliance with disclosure regulations and maintain confidentiality of sensitive information [20][21] Committees of the Board - The board establishes specialized committees, including an audit committee and a remuneration committee, to assist in decision-making [15][25] - These committees must include a majority of independent directors and are responsible for specific oversight functions [15][25] Record Keeping - Detailed records of board meetings must be maintained, including attendance, discussions, and voting results [51][52] - The records must be signed by the directors and stored for a minimum of ten years [56]
广田集团: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-23 16:23
Core Points - The document outlines the rules and regulations governing the board of directors of Shenzhen Guotian Group Co., Ltd, ensuring effective decision-making and compliance with relevant laws and regulations [1][2][3] Group 1: Board Composition and Responsibilities - The board of directors is the decision-making body of the company, responsible for safeguarding the interests of the company and all shareholders [1] - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [2][3] - Independent directors must meet specific criteria, including independence, relevant experience, and good personal character [4][5] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with at least two regular meetings held annually [5][6] - Meetings require a quorum of more than half of the directors to be valid, and decisions are made based on majority votes [14][20] - Directors must attend meetings in person or delegate their voting rights through written authorization [15][16] Group 3: Voting and Decision-Making - Voting is conducted on a one-vote-per-person basis, with options for approval, disapproval, or abstention [20][21] - Directors with conflicts of interest must abstain from voting on related proposals, ensuring that decisions are made by independent directors [23][24] - The board must adhere strictly to the authority granted by the shareholders and the company's articles of association when making decisions [24][25] Group 4: Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting results, and must be signed by attending directors [29][31] - The board secretary is responsible for maintaining meeting archives for a minimum of ten years [34]
立达信: 立达信物联科技股份有限公司董事会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-23 10:16
Core Points - The document outlines the rules governing the board meetings of Lida Xin IoT Technology Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure the board operates effectively and complies with relevant laws and regulations [1] - The board is responsible for managing the company's assets and is accountable to the shareholders [1] Chapter 2: Composition of the Board - The board consists of 7 to 11 directors, including 3 to 4 independent directors [1] Chapter 3: Powers of the Board - The board must fulfill its legal responsibilities and ensure compliance with laws and regulations [2] - Specific powers include convening shareholder meetings, formulating profit distribution plans, and making decisions on significant investments and acquisitions [2][3] Chapter 4: Authorization of the Board - The board can delegate certain powers to the chairman or general manager to enhance operational efficiency [7] - The chairman has the authority to convene meetings and oversee the execution of board resolutions [7] Chapter 5: Meeting Procedures - The board must hold at least two meetings annually, with proper notice given to all directors [8] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [8][11] Chapter 6: Board Secretary - The board secretary is responsible for managing information disclosure and coordinating communication between the company and stakeholders [19] - The secretary must possess relevant qualifications and is accountable to the board [19][20] Chapter 7: Miscellaneous - The rules take effect upon approval by the shareholders and are subject to amendments as necessary [22][23]
振邦智能: 董事会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-22 12:13
Core Points - The document outlines the rules governing the board of directors of Shenzhen Zhenbang Intelligent Technology Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][2][3] Group 1: General Principles - The rules are established to ensure the board operates within the framework of the Company Law and the company's articles of association [1] - The board is accountable to the shareholders' meeting [1] Group 2: Composition and Powers of the Board - The board consists of 5 directors, including 2 independent directors, with independent directors making up at least one-third of the board [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, and determining operational plans and investment proposals [2][3] Group 3: Decision-Making Procedures - The board must submit matters exceeding its authority to the shareholders' meeting for approval [3] - The board is responsible for establishing strict review and decision-making processes for significant investments and transactions [3][4] Group 4: Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening them [9] - Meetings can be proposed by shareholders or directors, and must be notified in advance [9][10] Group 5: Special Committees - The board establishes specialized committees, including an audit committee, to oversee financial information and audit processes [14][15] - Other committees include strategic, nomination, and compensation committees, each with specific responsibilities [15][17]
安 纳 达: 董事会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 16:22
安徽安纳达钛业股份有限公司 董事会议事规则 (2025 年 7 月) 第一章 总 则 第一条 为健全和规范安徽安纳达钛业股份有限公司(以下简称公司)董事会的议事方式和决 策程序,确保董事会高效运作和科学决策,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》)、《深圳证券交易所股票上市规则》等法律、 行政法规、规范性文件和《安徽安纳达钛业股份有限公司章程》(以下简称《公司章程》)的有 关规定,制定本议事规则。 第二条 公司依法设立董事会,董事会对股东会负责。董事会是公司经营管理的决策机构, 为维护公司和全体股东的利益,在《公司章程》和股东会的授权范围内,负责公司发展目标和重 大经营活动的决策。 (四)制订公司的利润分配方案和弥补亏损方案; (五)制订公司增加或者减少注册资本、发行债券或其他证券及上市方案; (六)拟订公司重大收购、收购本公司股票或者合并、分立、解散及变更公司形式的方案 (七)在股东会授权范围内,决定公司对外投资、收购出售资产、资产抵押、对外担保事项、 委托理财、关联交易、对外捐赠等事项; 第三条 董事会应当在《公司法》和《公司章程》规定的范围内 ...
宣亚国际: 《董事会议事规则》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 12:12
General Principles - The rules are established to standardize the board meeting procedures of Xuan Ya International Marketing Technology (Beijing) Co., Ltd. and enhance the board's operational efficiency and decision-making quality [1][2] - The board is responsible for various key functions including convening shareholder meetings, formulating profit distribution plans, and making significant corporate decisions such as mergers and acquisitions [2][4] Board Structure and Committees - The board has specialized committees including audit, strategy, nomination, and compensation committees, which are accountable to the board and must submit proposals for board review [1][2] - The audit committee must have a majority of independent directors and is led by a professional accountant [1][2] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [5][6] - Temporary meetings can be called under specific circumstances, and proposals for such meetings must be submitted in writing [6][7] Proposal and Notification Process - Proposals for board meetings must be clear and specific, and the board secretary is responsible for notifying all directors at least ten days in advance for regular meetings [8][9] - In urgent situations, the notification period can be shortened to five days, provided all directors agree [7][10] Voting and Decision-Making - Decisions require a majority of directors present, and certain significant decisions require a two-thirds majority [19][20] - Directors must disclose any conflicts of interest and abstain from voting on related matters [20][21] Record Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results, and must be signed by the directors [24][25] - Records are to be maintained for ten years [25] Specialized Committees - The board has established specialized committees such as the audit committee, which oversees financial reporting and internal controls, and the nomination and compensation committees, which handle the selection and remuneration of directors and senior management [27][28][29] - Each committee must have a majority of independent directors and is responsible for making recommendations to the board [28][29]
麦加芯彩: 麦加芯彩新材料科技(上海)股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-07-16 12:09
General Principles - The rules are established to standardize the board's decision-making process and improve operational efficiency based on the Company Law and the company's articles of association [2][21] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [2] Composition and Powers of the Board - The board consists of nine directors, including three independent directors, and must include one employee representative if the company has more than 300 employees [3] - Directors serve a term of three years and can be re-elected, with independent directors limited to a maximum of six years [3][4] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational plans and investments [5][8] Decision-Making Procedures - The board must establish strict review and decision-making procedures for significant transactions, including those involving assets exceeding 10% of total assets or net assets [6][8] - Independent directors must approve certain transactions, particularly those involving related parties, to ensure compliance with regulations [6][9] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [12][17] - A quorum requires more than half of the directors to be present, and decisions are made by majority vote [15][29] Voting and Resolutions - Directors must express clear opinions on proposals, and any proposal not included in the meeting notice cannot be voted on [29][30] - In cases where directors have conflicts of interest, they must abstain from voting, and decisions must be made by a majority of non-related directors [33][34] Documentation and Accountability - Meeting records must include details such as the date, attendees, agenda, and voting results, and must be signed by the directors [37][20] - Directors are responsible for the board's resolutions, and any violations leading to company losses may result in liability for participating directors [20]
中船汉光: 中船汉光科技股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-07-15 16:24
Core Points - The document outlines the rules and procedures for the board of directors of China Shipbuilding Industry Corporation Han Guang Technology Co., Ltd, aiming to enhance governance and decision-making efficiency [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of 9 directors, including 3 independent directors and 1 employee representative [1][2] - The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's strategic and development plans [2][3][4] - The board has the authority to establish various committees, including a strategy committee, audit committee, nomination committee, and compensation and assessment committee [1][2] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with at least one regular meeting held in each half of the year [12][13] - The chairman is responsible for convening and presiding over meetings, and must call a temporary meeting within 10 days upon receiving a proposal [7][8] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [20][33] Group 3: Decision-Making and Voting - Decisions on significant transactions must be reviewed and approved by the board, with specific thresholds for asset transactions outlined [5][6] - Directors must avoid conflicts of interest and are required to abstain from voting on related proposals [15][34] - Meeting records must be maintained, including attendance, agenda, and voting results, which are to be signed by attendees [37][40] Group 4: Information Disclosure - The board secretary is responsible for handling the announcement of board resolutions in accordance with relevant regulations [41] - Confidentiality obligations are imposed on all participants regarding sensitive meeting content [42] Group 5: Miscellaneous Provisions - The rules are subject to national laws and regulations, and any amendments must be approved by the shareholders' meeting [44][46]
欧林生物: 成都欧林生物科技股份有限公司董事会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 12:23
成都欧林生物科技股份有限公司 董事会议事规则 第一条 宗旨 为了完善成都欧林生物科技股份有限公司(以下简称"公司")的法人治理结构,规范公 司董事会的议事方式和决策程序,促使董事和董事会有效地履行其职责,提高董事会规 范运作和科学决策水平,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》《上海证券交易所科创板股票上市规则》(以下简称《上市规则》) 及《成都欧林生物科技股份有限公司章程》(以下简称公司章程)等有关规定,制定本 规则。 第二条 董事会 公司依法设立董事会,是公司的法定代表机构、常设权力机构和决策机构,行使法律法 规、公司章程及股东会赋予的职权,并对股东会负责。 第三条 董事会会议 董事会会议是董事会议事的主要形式。董事按规定参加董事会会议是履行董事职责的基 本方式。 第四条 董事会成员构成 公司董事会由 7-9 名董事组成,其中职工代表董事 1 名,独立董事的比例不低于三分之 一,设董事长 1 人,可以设副董事长,董事长和副董事长由董事会以全体董事的过半数 选举产生、变更。 非职工代表董事由股东会选举或者更换,并可在任期届满前由股东会解除其职务。董事 任期 3 年。职 ...