公司董事及高级管理人员离职管理
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越剑智能: 董事、高级管理人员离职管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 16:18
General Principles - The management system for the resignation of directors and senior management at Zhejiang Yuejian Intelligent Equipment Co., Ltd. aims to standardize the resignation process, ensuring stability in corporate governance and protecting the rights of the company and its shareholders [2] - This system applies to all directors (including independent directors) and senior management personnel regarding resignation, term expiration, and dismissal [2] Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term expires 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, the resigning director must continue to fulfill their duties until a new director is appointed [3] - The company must complete the election of a new director within sixty days of the resignation to ensure compliance with legal and regulatory requirements [3] Transfer Procedures and Unresolved Matters - Resigning directors and senior management must transfer all relevant documents, seals, data assets, and unresolved matters to the board within three working days after their resignation becomes effective [4] - If the resigning personnel were involved in significant investments or financial decisions, an audit may be initiated to review their actions before departure [5] Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must complete all transfer procedures and ensure that their departure does not disrupt company operations [6] - They are prohibited from using their former positions to interfere with the company's normal operations or harm the interests of the company and its shareholders [6] - Confidentiality obligations regarding company secrets remain in effect for three years after their term ends [6] Accountability Mechanism - The board will review any breaches of obligations by resigning directors and senior management and may pursue compensation for losses incurred [7] - Individuals can appeal the board's decisions regarding accountability within fifteen days of notification [7] Shareholding Management of Resigning Directors and Senior Management - Directors and senior management must be aware of regulations regarding insider trading and market manipulation before trading company stocks [8] - They are restricted from reducing their shareholdings within six months of resignation and must adhere to specific limits on share sales during their term and for six months post-term [8] Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws and regulations [9] - The board holds the authority to modify and interpret this system, which takes effect upon approval [9]
优优绿能: 董事及高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-09 11:13
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Shenzhen Youyou Green Energy Co., Ltd, emphasizing governance stability and shareholder rights [1]. Group 1: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, with disclosure required within two trading days [3]. - If a director's resignation results in the board falling below the legal minimum number, the resignation will only take effect after a new director is appointed [3]. - Senior management can also resign before their term ends, with specific procedures governed by their labor contracts [2]. Group 2: Conditions for Holding Office - Individuals with certain legal restrictions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as directors or senior management [2]. - Specific disqualifications include being a debtor listed as untrustworthy, having been penalized by regulatory bodies, or failing to fulfill duties adequately [2]. Group 3: Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within three working days of their resignation [4]. - If there are unresolved commitments, the company can require a written plan for fulfillment, and failure to comply may result in compensation claims [4]. Group 4: Post-Resignation Obligations - The fiduciary duties of directors and senior management remain in effect for three months post-resignation, and they are still liable for any responsibilities incurred during their tenure [5]. - There are restrictions on the transfer of shares by directors and senior management during and after their tenure to prevent conflicts of interest [5]. Group 5: Accountability Mechanism - The board will review any breaches of duty or unfulfilled commitments by resigning directors and senior management, with potential recovery of losses incurred by the company [5]. - Individuals can appeal the board's decisions regarding accountability within 15 days of notification [5]. Group 6: General Provisions - The management system is subject to approval by the board and will take effect upon approval [6]. - Any inconsistencies with national laws or company regulations will defer to the latter [6].