Workflow
法人治理结构
icon
Search documents
和林微纳: 总经理工作细则(草案)
Zheng Quan Zhi Xing· 2025-09-01 13:09
Group 1 - The company aims to improve its corporate governance structure and clarify the responsibilities and procedures of the general manager [1][2] - The general manager is responsible for daily operations and management, reporting to the board of directors [3][4] - Senior management positions, including the general manager and vice presidents, are appointed by the board based on nominations [2][5] Group 2 - Senior management must adhere to legal regulations and company bylaws, ensuring transparency in the hiring process [2][6] - The general manager has specific responsibilities, including implementing board resolutions and managing the company's annual business plan [3][4] - The company has established a reporting system where the general manager must report quarterly to the board and audit committee [31][32] Group 3 - The company has defined the roles of senior management, including the vice president and financial officer, with clear responsibilities [4][5] - The general manager's office meetings are held regularly to discuss key operational and financial matters [19][20] - Decisions made in these meetings must be reported to the board if they require board approval [26][27] Group 4 - The company has set investment decision-making powers for the general manager, including approval of non-related transactions below certain thresholds [29][30] - The general manager can delegate specific powers to senior management based on their responsibilities [30] - The company emphasizes the importance of compliance with laws and regulations in all operational aspects [34][36]
上海百联集团股份有限公司2025年半年度报告摘要
Core Viewpoint - The company, Shanghai Bailian Group Co., Ltd., has released its 2025 semi-annual report, emphasizing the importance of understanding its operational results, financial status, and future development plans through the full report available on the Shanghai Stock Exchange website [1][5]. Group 1: Company Overview - The company is identified as Shanghai Bailian Group Co., Ltd., with stock codes 600827 and 900923 [5]. - The report indicates that the net cash flow from operating activities has changed primarily due to a year-on-year decline in revenue from its subsidiary, Lianhua Supermarket [4]. Group 2: Financial Data - The semi-annual report has not been audited, and the board of directors guarantees the authenticity, accuracy, and completeness of the report's content [3][7]. - The report includes significant financial data, although specific figures are not provided in the excerpts [4]. Group 3: Important Events - The company plans to hold a performance briefing on September 8, 2025, to discuss the semi-annual results and address investor concerns [9][10]. - The board of directors has approved the semi-annual report and the work summary for the first half of 2025, along with plans for the second half of the year [16][17]. Group 4: Shareholder Information - The report includes details about the top ten shareholders and their holdings, although specific data is not provided in the excerpts [4]. - There are no changes in the controlling shareholder or actual controller during the reporting period [4]. Group 5: Future Plans - The company intends to increase the number of stores, although specific details regarding the planned increase are not included in the excerpts [6]. - The company is also planning to transfer the Hangzhou Bailian Outlets Plaza Phase II project, which is not closely related to its main business, to optimize resource allocation [25].
曲美家居: 总经理工作细则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Points - The document outlines the operational guidelines for the General Manager of Qu Mei Home Group Co., Ltd, aiming to enhance the corporate governance structure and management efficiency [5][6]. Group 1: General Provisions - The company establishes a General Manager position to oversee daily operations and implement board decisions [5]. - The General Manager is responsible for appointing or dismissing management personnel not requiring board approval [5]. - Monthly operational meetings are held to review past performance and plan future activities [5]. Group 2: Responsibilities of the General Manager - The General Manager leads the company's production and operational management, implements annual plans, and proposes internal management structures [6]. - Responsibilities include drafting management regulations, suggesting appointments for senior management, and executing other powers granted by the board [6]. Group 3: Responsibilities of the Financial Officer - The Financial Officer manages the company's financial operations and develops financial accounting systems [6]. - Duties include preparing financial reports, supervising major investment projects, and ensuring compliance with financial plans [6]. Group 4: Decision-Making Authority - The General Manager has full responsibility for matters not explicitly reserved for the shareholders' meeting or board, with significant matters reported to the board [6]. - Major contracts require the General Manager's approval and signature [6].
苏利股份: 苏利股份:总经理工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 09:17
Core Points - The document outlines the operational guidelines for Jiangsu Suli Fine Chemical Co., Ltd, focusing on the governance structure and responsibilities of the general manager and senior management [1][2] Group 1: General Provisions - The guidelines aim to enhance the corporate governance structure and ensure efficient operation of the company under the leadership of the general manager [1] - The provisions apply to the general manager, deputy general managers, and the financial director [1] Group 2: Appointment and Dismissal of the General Manager - The company appoints one general manager, nominated by the chairman and approved by the board of directors, with a term of three years [3][4] - The general manager can resign before the term ends, following the procedures outlined in the company charter [4] Group 3: Qualifications and Restrictions - The general manager must possess extensive knowledge in economics and management, strong operational capabilities, and relevant industry experience [4] - Certain disqualifications are outlined, including legal restrictions and regulatory sanctions [2] Group 4: Responsibilities and Authority - The general manager is responsible for the company's operational management, implementing board decisions, and reporting to the board [8] - Specific powers include managing investments, signing contracts, and overseeing internal management structures [8][10] Group 5: Management Meetings - The general manager's office meetings are convened to address significant operational issues, ensuring informed decision-making [15] - Meeting records are maintained for ten years, and decisions made during these meetings must be executed by the general manager [17] Group 6: Reporting System - The general manager must report to the board on the implementation of annual plans and any operational challenges [20] - Timely communication with the board is emphasized, ensuring transparency and accountability [23]
必易微: 深圳市必易微电子股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-15 16:35
深圳市必易微电子股份有限公司 董事会议事规则 深圳市必易微电子股份有限公司 第二章 董事会的职权 第三条 董事会应当严格按照股东会和本公司《公司章程》的授权行事,不得 越权形成决议。 第四条 董事会行使下列职权: (一)召集股东会,并向股东会报告工作; (二)执行股东会的决议; (三)决定公司的经营计划和投资方案; (四)制订公司的利润分配方案和弥补亏损方案; 董事会议事规则 第一章 总则 第一条 为完善深圳市必易微电子股份有限公司(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》")和其他法律以及《深圳市必易微电子股份有限公司章程》(以 下简称"《公司章程》"),制定本规则。 第二条 董事会作为公司经营决策的常设机构,对股东会负责。 (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、 深圳市必易微 ...
迈信林: 江苏迈信林航空科技股份有限公司第三届监事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-07-28 16:27
Group 1 - The company held its 13th meeting of the third supervisory board on July 28, 2025, with all five supervisors present, complying with relevant laws and regulations [1][2] - The supervisory board approved the proposal to cancel the supervisory board and amend the company's articles of association, which is in line with the new Company Law and aims to improve the corporate governance structure [1][2] - The proposal received unanimous support with 5 votes in favor, and it will be submitted to the shareholders' meeting for further approval [2]
科思科技: 总经理工作细则
Zheng Quan Zhi Xing· 2025-07-01 16:41
General Overview - The document outlines the governance structure and operational guidelines for Shenzhen Kesi Technology Co., Ltd, emphasizing the roles and responsibilities of the general manager and senior management [1][2]. Management Structure - The company has a defined hierarchy of senior management, including a general manager, vice general managers, a financial director, and a board secretary, all appointed by the board [4][5]. - Senior management positions have a term of three years, with the possibility of reappointment [5]. Responsibilities of the General Manager - The general manager is responsible for the daily operations and management of the company, implementing board resolutions, and reporting to the board [13][15]. - The general manager has the authority to approve matters within the scope of the company's operational needs, with any actions exceeding this scope requiring board approval [14][15]. Decision-Making Process - The general manager's office meetings serve as a platform for discussing operational matters and making decisions, with the general manager presiding over these meetings [20][29]. - Decisions made in these meetings must adhere to the company's governance structure and be documented appropriately [29][30]. Reporting Obligations - The general manager is required to report regularly to the board on the company's operational status, including significant contracts and financial performance [31][32]. - Reports can be delivered verbally or in writing, depending on the board's requirements [33]. Compliance and Accountability - Senior management must comply with legal and regulatory requirements, and any violations resulting in company losses may lead to liability for damages [11][12]. - The company has established a strict work system to support the board secretary in fulfilling their duties related to information disclosure and investor relations [12][5].
正帆科技: 监事会议事规则(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-23 10:54
Core Points - The document outlines the rules and regulations governing the Supervisory Board of Shanghai Zhengfan Technology Co., Ltd, emphasizing the importance of independent oversight to protect shareholder interests and company benefits [4][5]. Group 1: Structure and Composition - The Supervisory Board consists of three supervisors, elected by a majority vote from all supervisors [4]. - The board can appoint a chairman and a vice-chairman, with specific roles defined for each [2]. Group 2: Meeting Procedures - The Supervisory Board must hold at least one regular meeting every six months, with provisions for calling temporary meetings under certain circumstances [3][6]. - Notifications for regular meetings must be sent at least 10 days in advance, while temporary meetings require a 3-day notice [5]. Group 3: Powers and Responsibilities - The Supervisory Board has the authority to review the company's periodic reports, supervise financial activities, and propose the dismissal of directors or senior management if necessary [5]. - It can also initiate investigations into abnormal business conditions and engage professional firms for assistance, with costs covered by the company [5][9]. Group 4: Decision-Making and Record-Keeping - Decisions made during meetings require a majority vote and must be documented, including details of the meeting and the outcomes of votes [8][15]. - Meeting records must be retained for a period of 10 years, ensuring transparency and accountability [8].
上海凤凰: 上海凤凰总经理工作细则
Zheng Quan Zhi Xing· 2025-05-22 14:35
General Provisions - The purpose of the work guidelines is to adapt to the needs of establishing a modern enterprise system and ensure the standardized operation of the corporate governance structure of Shanghai Phoenix Enterprise (Group) Co., Ltd [1] - The general manager is responsible for the daily management of the company under the leadership of the board of directors, executing board resolutions, and ensuring efficient operations [1][3] Appointment of General Manager - The company appoints one general manager and four deputy general managers, with the board of directors responsible for their hiring and dismissal [2] - The general manager must possess rich economic and management knowledge, strong decision-making abilities, and a commitment to integrity and innovation [2] Powers and Responsibilities of the General Manager - The general manager is responsible for organizing the company's production and management, implementing board resolutions, and reporting to the board [5] - The general manager has the authority to make decisions on external investments, asset purchases or sales, and financial matters within specified limits [5][6] Decision-Making Mechanism - The general manager convenes and presides over regular meetings to discuss important operational and management matters, with meetings typically held monthly [12][13] - The general manager has the final decision-making authority on matters discussed in meetings, ensuring that decisions align with the company's strategic goals [14] Reporting Obligations - The general manager must regularly report to the board on various aspects, including the company's long-term development plans, annual plan implementation, and significant contracts [8][15] - In case of major incidents, the general manager is required to provide timely reports to the board [8][15] Compliance and Ethics - The general manager must adhere to laws, regulations, and the company's articles of association, fulfilling duties with loyalty and diligence [20][38] - Any income derived from violations of company policies must be returned to the company, and the general manager is liable for any resulting losses [20]
北方导航: 北方导航控制技术股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-05-22 12:26
General Principles - The purpose of the rules is to enhance the effectiveness of the board of directors and establish a sound corporate governance structure, ensuring efficient decision-making and legal compliance [1] - The board of directors is a permanent executive body responsible to the shareholders' meeting and exercises powers granted by law, the company charter, and the shareholders' meeting [1] Board Meeting System - Board meetings are divided into regular and temporary meetings, with at least two regular meetings held annually [2] - The board secretary is responsible for notifying directors about meetings and ensuring that all relevant documents are delivered [2][3] - Directors can attend meetings in person or delegate their voting rights to another director through a written proxy [3] Board Powers - The board has various powers, including convening shareholders' meetings, executing resolutions, deciding on business plans and investment proposals, and formulating financial budgets [4] - The board must establish strict review and decision-making procedures for significant transactions, which require expert evaluation and shareholder approval [5] Specialized Committees - The board establishes specialized committees, including an audit committee, which is responsible for reviewing financial information and overseeing audit work [7] - The strategic and sustainable development committee guides the company in formulating development strategies and assessing ESG risks [9] Decision-Making Process - Proposals for board meetings can be made by the general manager or directors, and decisions are made through a voting process [20][21] - Meeting records must be kept, detailing the proceedings and voting results, and must be signed by attendees [22][23] Chairman's Authority - The chairman of the board is responsible for presiding over meetings, ensuring the execution of board resolutions, and representing the company in legal matters [14][26]