公司董事及高管离职管理

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福然德: 福然德股份有限公司董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-25 16:13
福然德股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 ??第一条 为规范福然德股份有限公司(以下简称"公司")董事、高级管理人 员离职程序,明确相关权利义务,保障公司治理的连续性和稳定性,维护公司和 股东的合法权益,根据《中华人民共和国公司法》 《上市公司章程指引》 《上海证 券交易所上市公司自律监管指引第 1 号--规范运作》以及《福然德股份有限公司 章程》(以下简称"公司章程")等相关规定,并结合公司实际,制定本制度。 ??第二条 本制度适用于公司董事(包括独立董事)、高级管理人员的离职管理, 涵盖因任期届满、辞任、解聘、罢免、丧失任职资格或其他原因导致的董事、高 级管理人员的职务终止情形。 第二章 离职程序 ??第三条 董事可以在任期届满以前提出辞任。董事辞任应当向董事会提交书 面辞职报告,除下列情形外,董事会自收到辞职报告之日辞任生效: ??(一)董事任期届满未及时改选,或者董事在任期内辞任导致董事会成员低 于法定最低人数; (二)审计委员会成员辞任导致审计委员会成员低于法定最低人数,或者欠 缺会计专业人士; ??(三)独立董事辞任导致董事会或其专门委员会中独立董事所占比例不符合 法律法规 ...
博威合金: 博威合金董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-18 16:20
宁波博威合金材料股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为规范宁波博威合金材料股份有限公司(以下简称"公司")董事、 高级管理人员离职相关事宜,确保公司治理的稳定连续,维护公司及股东的合 法权益,根据《中华人民共和国公司法》(以下简称"《公司法》")等法律法规、 规范性文件及《宁波博威合金材料股份有限公司章程》(以下简称"公司章程") 的有关规定,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)、高级管理人员因任期届满、 辞职、被解除职务或其他原因离职的情形。 第二章 离职情形与程序 第三条 公司董事和高级管理人员可以在任期届满以前辞职,董事和高级管 理人员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,除本 制度第四条所列情形外,公司收到辞职报告之日辞职生效,公司将在 2 个交易 日内披露有关情况。 第四条 如存在下列情形,在改选出的董事就任前,原董事仍应当依照法律、 行政法规、部门规章和公司章程的规定,继续履行董事职责,但相关法规另有 规定的除外: (一)董事任期届满未及时改选,或者董事在任期内辞任导致董事会成员 低于法定最低人数; (二)审 ...
金陵体育: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Jiangsu Jinling Sports Equipment Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of the company and its shareholders [1][2]. Chapter Summaries Chapter 1: General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1]. Chapter 2: Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3]. - If a director's resignation results in the board falling below the legal minimum number of members, the director must continue to fulfill their duties until a new director is appointed [3][4]. - The shareholders' meeting can decide to dismiss a director, effective immediately upon resolution [2]. - Senior management can also resign before their term ends, with specific procedures outlined in their labor contracts [2]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning directors and senior management must hand over all company-related documents and assets within five working days after their resignation becomes effective [4]. - If there are significant unresolved matters, the audit committee may initiate a departure audit [4]. Chapter 4: Obligations of Resigning Directors and Senior Management - The obligations of loyalty to the company and confidentiality regarding sensitive information continue after resignation [5]. - Resigning personnel must report any changes in their shareholdings and are restricted from transferring shares within six months post-resignation [5][6]. Chapter 5: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning personnel and may pursue compensation for losses incurred [6]. - Resigning personnel can appeal the board's decisions regarding accountability within fifteen days [6]. Chapter 6: Supplementary Provisions - The system will be effective upon approval by the board and will be revised in accordance with any changes in laws or regulations [6].
倍轻松: 深圳市倍轻松科技股份有限公司董事、高管离职管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Points - The document outlines the management system for the resignation of directors and senior management at Shenzhen Beiqing Technology Co., Ltd, aiming to ensure governance stability and protect shareholder rights [1][2] - The system applies to all directors and senior management, detailing the conditions and procedures for resignation, including the need for written resignation reports and the timeline for company disclosures [1][2] Chapter Summaries General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1] - It applies to all directors and senior management, covering various resignation scenarios [1] Resignation Conditions and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the board [2] - The company must complete the election of new directors within sixty days to ensure compliance with legal requirements [2] Transfer Procedures and Unresolved Matters - Resigning directors and senior management must transfer all relevant documents and assets within five working days post-resignation [5] - If involved in significant matters, an audit may be initiated to assess their actions [5] Obligations of Resigning Directors and Senior Management - Resigning individuals remain obligated to fulfill any public commitments made during their tenure [5][6] - They must also maintain confidentiality regarding company secrets even after leaving [5] Accountability Mechanism - The board will review any breaches of obligations by resigning individuals and may pursue compensation for losses incurred [7] - Individuals can appeal the board's decisions regarding accountability within a specified timeframe [7] Supplementary Provisions - Any matters not covered by this system will adhere to existing laws and regulations [9] - The system becomes effective upon approval by the board and is subject to interpretation by the board [9]
能辉科技: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-25 16:14
Core Points - The document outlines the regulations for the resignation of directors and senior management at Shanghai Nenghui Technology Co., Ltd, ensuring stability in corporate governance and protecting the rights of the company and its shareholders [1][2]. Group 1: Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report, which takes effect upon receipt by the board [1][2]. - The company must disclose the resignation details within two trading days, including reasons for resignation and any ongoing commitments [1][2]. Group 2: Responsibilities During Transition - Resigning directors must continue to fulfill their duties until a new board is elected, especially if their resignation leads to a lack of quorum [2]. - The company must complete the election of new directors within 60 days to maintain compliance with legal requirements [2]. Group 3: Post-Resignation Obligations - Resigning directors and senior management must complete all handover procedures within five working days, including transferring relevant documents and responsibilities [4]. - Any public commitments made during their tenure must still be honored after resignation, and the company has the right to seek compensation for any unfulfilled commitments [4][5]. Group 4: Accountability and Legal Compliance - The company can hold resigning directors accountable for any losses incurred due to their actions during their tenure, including potential legal actions for violations of laws or regulations [6][7]. - Resigning individuals must cooperate with the company in any follow-up investigations regarding significant matters during their service [5][6]. Group 5: Amendments and Effectiveness - The board of directors is responsible for interpreting and amending these regulations, which take effect upon approval by the board [7].
汉邦科技: 汉邦科技:董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:24
General Provisions - The management system for the resignation of directors and senior management of Jiangsu Hanbang Technology Co., Ltd. is established to regulate the resignation process in accordance with relevant laws and regulations [1][2] - This system applies to all directors (including independent directors) and senior management personnel of the company [1] Resignation Circumstances and Effectiveness - Directors can resign before the end of their term by submitting a written resignation report, which becomes effective upon receipt by the board [2] - If a director resigns and causes the board to fall below the legal minimum number of members, the original director must continue to perform their duties until a new director is elected [2] - The company must complete the re-election of directors within 60 days to ensure compliance with legal and regulatory requirements [2] Procedures for Resignation - Non-employee representative directors are elected and replaced by the shareholders' meeting, while employee representative directors are elected by the employee representative assembly [3] - The board must ensure that any resignation does not lead to a violation of the minimum number of members required for committees [3] Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must hand over all relevant documents and assets to the board within five working days after their resignation becomes effective [6] - Any public commitments made during their tenure must continue to be fulfilled, and if not completed, a written explanation must be provided [6] Accountability Mechanism - If a resigning director or senior management fails to fulfill commitments or has transfer issues, the board will review the situation and propose accountability measures [19] - Resigning individuals can appeal the accountability decisions within 15 days of notification [20] Miscellaneous - This system will take effect upon approval by the company's board and will be modified as necessary [22]
英科医疗: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-08 16:13
Core Points - The document outlines the procedures and regulations for the resignation of directors and senior management at Yingke Medical Technology Co., Ltd, aiming to maintain corporate governance stability and protect the rights of the company and its shareholders [1][2]. Chapter Summaries Chapter 1: General Provisions - The regulations are established based on relevant laws and the company's articles of association to standardize the resignation process of directors and senior management [1]. Chapter 2: Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, and the company must disclose this within two trading days [2]. - If a director resigns and it results in the board falling below the legal minimum number of members, the director must continue to fulfill their duties until a new director is appointed [2]. - The company must complete the election of a new director within sixty days after a resignation to ensure compliance with legal and regulatory requirements [2]. - Senior management can also resign before their term ends, with specific procedures outlined in their labor contracts [2]. Chapter 3: Handover Procedures and Obligations - Resigning directors and senior management must complete handover procedures within five working days after their resignation, including transferring company seals and all relevant documents [3]. - If there are outstanding public commitments, the company can require a written fulfillment plan from the resigning personnel [3]. Chapter 4: Management of Shares Held by Resigning Directors and Senior Management - Resigning directors and senior management are prohibited from transferring their shares within six months of resignation [4]. - There are restrictions on the amount of shares that can be sold during their term and after resignation, ensuring compliance with relevant regulations [4]. Chapter 5: Accountability Mechanism - The board will review and determine accountability measures if a resigning director or senior management fails to fulfill commitments or obligations [5]. - Individuals can appeal the board's decisions regarding accountability within fifteen days [5]. Chapter 6: Supplementary Provisions - Any matters not covered by these regulations or conflicting with national laws will be governed by the relevant laws and the company's articles of association [6].
腾亚精工: 董事、高级管理人员离职管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-22 08:18
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Nanjing Tengya Precision Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2]. Chapter Summaries Chapter 1: General Principles - The system is established to regulate the resignation of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1]. Chapter 2: Resignation Circumstances and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the board, with disclosure required within two trading days [3]. - Directors automatically resign upon the expiration of their term if not re-elected by the shareholders' meeting [3]. - The shareholders' meeting can resolve to dismiss a director, effective immediately upon resolution [2]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning directors and senior management must hand over all relevant documents and assets within five working days post-resignation [3]. - If significant matters are involved, an audit committee may initiate a departure audit and report findings to the board [3]. - The company can require a written fulfillment plan for any uncompleted public commitments by departing personnel [3]. Chapter 4: Obligations of Departing Directors and Senior Management - Departing personnel must complete handover procedures and remain bound by confidentiality obligations regarding company secrets even after their term ends [4]. - Share transfer restrictions are imposed on directors and senior management during and after their tenure [4]. Chapter 5: Accountability Mechanism - The board will review and decide on accountability measures for departing personnel who fail to fulfill commitments or obligations [5]. - Departing personnel can appeal the board's decisions regarding accountability within 15 days [5]. Chapter 6: Supplementary Provisions - Any matters not covered by this system will follow national laws and regulations, with the board responsible for interpretation and amendments [6].