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有研硅: 有研半导体硅材料股份公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-13 11:11
Core Points - The document outlines the rules for the board of directors of Youyan Semiconductor Silicon Materials Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2][3] Chapter 1: General Principles - The board of directors is established to be accountable to the shareholders' meeting and is supported by a secretary's office for daily operations [1][2] Chapter 2: Board Meeting Convening - The board must hold at least two regular meetings annually, with the chairman responsible for convening and notifying members ten days in advance [2][4] - Proposals for temporary meetings can be made by shareholders holding over 10% of voting rights or by a majority of independent directors [2][3] Chapter 3: Meeting Procedures - Meetings require a majority of directors to be present to proceed, and directors must attend in person unless they provide a valid reason for absence [12][10] - Voting is conducted by written ballot, with options for approval, disapproval, or abstention [17][18] Chapter 4: Resolutions and Records - Resolutions require a majority approval from attending directors, and specific conditions apply for related party transactions [19][20] - Meeting records must include details such as date, attendees, agenda, and voting results [25][26] Chapter 5: Supplementary Provisions - The rules will take effect after approval by the shareholders' meeting and will be interpreted by the board of directors [33][34]
凯众股份: 上海凯众材料科技股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-12 13:14
General Principles - The rules are established to clarify the responsibilities and powers of the board of directors, standardize internal structures and operational procedures, and enhance the board's role as the center of business decision-making [2][3] Decision-Making Procedures - The board of directors must operate within the scope defined by the Company Law, Securities Law, and the company's articles of association [3] - The decision-making process includes investment decisions, financial budgeting, profit distribution, senior management appointments, and approval of organizational structures [3][4] Board Meetings - Board meetings can be regular or temporary, with the chairman responsible for convening and presiding over meetings [4][7] - Regular meetings must occur at least twice a year, while temporary meetings can be called under specific circumstances [7][8] Meeting Notifications - Notifications for board meetings must include essential details such as date, location, agenda, and the date of notification [9][14] - Changes to meeting details require prior notice and approval from all attending directors [14] Voting and Records - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [26][31] - Meeting records must be maintained, including attendance, agenda, and voting results, and must be preserved for ten years [35][38] Miscellaneous - Any matters not covered by these rules will be governed by relevant national laws and the company's articles of association [39][42]
华特达因: 华特达因《董事会议事规则》
Zheng Quan Zhi Xing· 2025-08-07 09:16
山东华特达因健康股份有限公司 董事会议事规则 (需经公司股东会审议) 第一条 宗旨 为健全和规范山东华特达因健康股份有限公司(以下简称"公司"或"本公司") 董事会议事决策程序,保证公司经营、管理工作的顺利进行,根据《中华人民共和国 公司法》、《中华人民共和国证券法》、《上市公司治理准则》等国家有关法律、法 规和《山东华特达因健康股份有限公司章程》(以下简称"《公司章程》")的有关 规定,并结合本公司的实际情况,制定本规则。 第二条 公司董事会有中长期发展决策权、经理层成员选聘权、经理层成员业绩 考核权、经理层成员薪酬管理权、职工工资分配管理权、重大财务事项管理权等职权。 (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; (五)制订公司增加或者减少注册资本、发行债券或者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; (八)决定公司内部管理机构的设置; (九)决定聘任或者解聘公司总经理、董事会秘书及其 ...
五矿发展: 五矿发展股份有限公司董事会议事规则(修订稿)
Zheng Quan Zhi Xing· 2025-07-04 16:12
Core Points - The document outlines the rules for the board of directors of Wuzhong Development Co., Ltd., aiming to enhance decision-making efficiency and ensure smooth operations [2][27] - The board is required to hold at least four regular meetings annually, with provisions for special meetings as necessary [2][3] Board Authority - The board has the authority to convene shareholder meetings, report on its work, execute shareholder resolutions, and formulate company strategies and annual plans [3][4] - It is responsible for financial planning, profit distribution, capital changes, and major acquisitions or mergers [4][5] - The board can delegate certain powers to the chairman and general manager, with specific decision-making processes outlined [3][4] Decision-Making Procedures - Transactions involving significant asset purchases or sales must be reviewed by the board if they meet certain thresholds, such as 10% of total assets or net assets [4][5] - The board must consider the opinions of the company’s party committee before making major decisions [5] Independent Directors - Independent directors are required to attend meetings, provide opinions on significant matters, and protect the rights of minority shareholders [8][9] - They have special rights, including hiring external consultants and proposing meetings [9][10] Meeting Procedures - Regular and special meetings must be convened with proper notice, and decisions require a majority of directors present [15][25] - The board must maintain confidentiality regarding meeting discussions and decisions until officially disclosed [17][25] Documentation and Record-Keeping - Meeting resolutions must be documented, including attendance, decisions made, and voting results [40][41] - Records must be kept for at least ten years, ensuring transparency and accountability [45][46]
上海电力: 《上海电力股份有限公司董事会议事规则》(经公司第九届董事会第二次会议审议通过,尚需提交股东大会审议)
Zheng Quan Zhi Xing· 2025-03-31 11:22
General Principles - The rules aim to standardize the decision-making process and operational procedures of the board of directors of Shanghai Electric Power Co., Ltd. to enhance strategic decision-making and risk management [1][2] - The board is responsible for the company's development goals and major operational decisions, safeguarding the legal rights of the company and all shareholders [1][2] Board Structure and Committees - The board has established specialized committees including the Strategy and Investment Committee, ESG Committee, Nomination Committee, Compensation and Assessment Committee, and Audit and Risk Committee, which are accountable to the board [2][3] - The Strategy and Investment Committee's main responsibilities include researching long-term strategic planning and major investment proposals [2][4] ESG Committee Responsibilities - The ESG Committee is tasked with reviewing the company's ESG development policies, supervising the implementation of ESG strategies, and ensuring compliance with national policies and regulations [3][4] Audit and Risk Committee Functions - The Audit and Risk Committee oversees external and internal audit work, evaluates financial reports, and supervises internal controls and risk management systems [4][5] Nomination and Compensation Committees - The Nomination Committee proposes the composition of the board and selects qualified candidates for directors and senior management [5][6] - The Compensation and Assessment Committee develops compensation plans and evaluates the performance of directors and senior management [6][7] Board Meeting Procedures - The board must hold at least four regular meetings annually, with significant proposals requiring in-person meetings [17][18] - A quorum for board meetings requires the presence of more than half of the directors [18][19] Decision-Making and Voting - Decisions require a majority vote from the directors present, with specific rules for related party transactions and other significant matters [20][21] - Directors must recuse themselves from voting on matters where they have a conflict of interest [21][22] Documentation and Record-Keeping - Meeting records must be comprehensive, including attendance, proposals discussed, and voting results, and must be signed by attendees [24][25] - The board secretary is responsible for maintaining meeting archives for at least ten years [26][27]