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董事会向经理层授权管理
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南宁百货: 南宁百货大楼股份有限公司董事会向经理层授权管理制度
Zheng Quan Zhi Xing· 2025-06-10 11:26
Core Viewpoint - The company has established a management authorization system to enhance its corporate governance structure, strengthen internal controls, and improve operational efficiency [1][2]. Group 1: General Principles - The authorization system aims to refine the governance structure of the company and regulate the board's authorization to the management team [1]. - The term "management team" refers to personnel responsible for the company's operational management, including the general manager and deputy general managers [1]. - Authorization is defined as the delegation of certain decision-making powers from the board to the management team, within legal and regulatory limits [1]. Group 2: Authorization Principles and Matters - The board's authorization to the management team follows several principles, including: - Cautious authorization, prioritizing risk prevention [2]. - Limiting the scope of authorization to what is defined in the company’s articles of association [2]. - Adjusting authorization matters based on internal and external changes [2]. - Effective supervision of the execution of authorized matters by the board [2]. - The board's authorized matters include: - Powers defined in the company’s articles of association [2]. - Powers outlined in the general manager's work guidelines [2]. - Temporary authorization matters decided by board resolutions [2]. Group 3: Management and Supervision of Authorized Matters - The board is responsible for supervising the implementation of authorized matters, with the general manager reporting on decision-making and execution [3]. - If the management team misuses its authorized powers, leading to significant losses or adverse effects, accountability measures will be enforced according to company regulations [3]. Group 4: Miscellaneous Provisions - In case of conflicts between this system and other legal documents, the latter will take precedence [4]. - The board is responsible for the formulation, modification, and interpretation of this system, which takes effect upon board approval [4].
南宁百货: 南宁百货大楼股份有限公司第九届董事会2025年第四次临时会议决议公告
Zheng Quan Zhi Xing· 2025-06-10 11:15
Core Points - The company held its fourth temporary board meeting of the ninth session on June 10, 2025, with all nine directors participating and voting [1] - The board approved the revision of the "14th Five-Year Plan" overall strategic plan with unanimous support [1] - The board also approved the establishment of a "Board Authorization Management System" with unanimous support [1] - The company agreed to sign a loan extension agreement with Nanning Pharmaceutical Co., Ltd., involving two loans totaling approximately 29.9 million yuan, with adjusted interest rates [1] Summary by Categories Strategic Planning - The board unanimously approved the revision of the "14th Five-Year Plan" overall strategic plan, which had previously been reviewed by the Strategic and Investment Committee [1] Governance - The board unanimously approved the establishment of a "Board Authorization Management System" to enhance management efficiency [1] Financial Agreements - The company will extend two loans to Nanning Pharmaceutical Co., Ltd., totaling approximately 29.9 million yuan, with the new interest rate adjusted from 1.81‰ to no more than 1.60‰, while other loan conditions remain unchanged [1]
密封科技: 董事会向经理层授权管理制度
Zheng Quan Zhi Xing· 2025-05-14 11:20
Core Points - The company has established a decision-making system to implement the three-year action plan for state-owned enterprise reform, clarifying the board's authority over the management team [1] - The board's authorization to the management team is based on principles such as prudent authorization, limited scope of authorization, and timely adjustment [1][3] - The management team is authorized to handle transactions under specific conditions, including asset totals and revenue thresholds, ensuring that these do not exceed 10% of the company's audited financial figures [2] Authorization Principles - Authorization should prioritize risk prevention and be strictly limited to the scope defined by the shareholders' meeting [1][3] - The management team must operate within the authorized scope and may adjust decisions based on significant changes in external conditions [4] Authorization Types - The authorization matters are categorized into long-term and temporary authorizations, with the latter being defined through board resolutions [2] - Major decisions by the authorized personnel must follow party organization procedures and consider employee representatives' opinions [5] Implementation and Compliance - The board is responsible for the interpretation of the authorization system, which must comply with national laws and regulations [5][6] - Any inconsistencies with future laws or regulations will require timely amendments to the authorization system [5]