董事会秘书管理

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福然德: 福然德股份有限公司总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-25 16:13
福然德股份有限公司 董事会秘书工作细则 ?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")董事会秘书的职 责、权限,规范其行为,更好地发挥其作用,完善公司治理结构,促进公司的规 范运作,根据《中华人民共和国公司法》(以下简称"《公司法》")等相关法 律法规及《福然德股份有限公司章程》(以下简称"《公司章程》")的规定, 制定本细则。 ??第二条 公司设董事会秘书一名,董事会秘书为公司的高级管理人员,对公 司和董事会负责。相关法律、法规、规范性文件及《公司章程》等对公司高级管 理人员的规定,适用于董事会秘书。 ??董事会秘书是公司与证券监管机构等相关主管部门之间的指定联络人。 ??第三条 公司设立证券部作为公司信息披露的日常管理部门,由董事会秘书 负责管理。 ??第二章 任职资格 ??第四条 董事会秘书应当具有良好的职业道德和个人品质,具备履行职责所 必需的财务、管理、法律等专业知识及履行职责所必需的工作经验。具有下列情 形之一的人士不得担任公司董事会秘书: ??(一)根据《公司法》等法律法规及其他有关规定,不得担任董事、高级管 理人员的情形; ??(三)被证券交易场所公开认定为不适合担任 ...
财信发展: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-08-13 16:23
财信地产发展集团股份有限公司 (经2025年8月13日召开的第十一届董事会第二十次临时会议审核修订) 第一章 总则 第一条 为进一步提高财信地产发展集团股份有限公司(以下简称"公司") 治理水平,规范公司董事会秘书的任职与离职管理、工作职责、履职环境和问责 机制等,根据《中华人民共和国公司法》 (一)具有良好的职业道德、个人品质和诚信记录; 《中华人民共和国证券法》 《深圳证券交 易所股票上市规则》等法律、法规、规范性文件规定以及《财信地产发展集团股 份有限公司章程》(以下简称"《公司章程》")的相关规定,结合公司实际情况, 特制定本细则。 第二条 公司设立董事会秘书一名,董事会秘书为公司高级管理人员,对公 司和董事会负责,应忠实、勤勉地履行职责,不得利用职权谋取不正当利益、损 害公司利益或者推卸应对公司承担的管理责任。 董事会秘书应遵守对公司的忠实义务,基于公司利益履行职责,不得为公司 实际控制人、股东、员工、本人或者其他第三方的利益而损害公司的利益。 董事会秘书应积极履行对公司的勤勉义务,从公司最佳利益出发,对公司待 决策事项的利益和风险做出审慎决策,不得仅以对公司业务不熟悉或者对相关事 项不了解为由主张 ...
达利凯普: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-07-10 12:10
Core Points - The document outlines the regulations and responsibilities of the board secretary at Dalian Dali Kape Technology Co., Ltd, emphasizing the importance of compliance with relevant laws and internal company rules [1][6] - The board secretary is a senior management position responsible for various duties including information disclosure, investor relations, and ensuring compliance with legal obligations [2][3] Section Summaries General Provisions - The board secretary is accountable to the company and the board, with specific qualifications required for the role, including a minimum of three years of relevant work experience and a higher education degree [1] - Individuals with certain disqualifying conditions, such as recent administrative penalties from regulatory bodies, are prohibited from serving as board secretary [1] Main Responsibilities - The board secretary is tasked with managing information disclosure, coordinating communication between the company and stakeholders, and organizing board and shareholder meetings [2][3] - Responsibilities also include ensuring confidentiality of sensitive information and training board members on legal compliance related to information disclosure [2][3] Legal Responsibilities - The board secretary must act in the best interest of the company, adhering to the company’s articles of association and fulfilling their duties diligently [5] - Upon leaving the position, the board secretary is required to undergo an exit review and transfer all relevant documents and responsibilities to their successor [5] Additional Provisions - The document specifies that the board secretary's role can be temporarily filled by a designated board member or senior management in case of vacancy, with a requirement to appoint a new secretary within three months [4][6] - The guidelines will take effect upon approval by the board and are subject to interpretation and modification by the board [6]
展鹏科技: 展鹏科技股份有限公司董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-07-08 11:14
General Provisions - The purpose of the guidelines is to improve the governance structure of the company and clarify the responsibilities of the board secretary [1] - The board secretary is a senior management position responsible for the company and the board, acting as the designated liaison with the stock exchange [1] Qualifications for Appointment - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - Individuals with certain disqualifying conditions, such as legal investigations or sanctions by regulatory bodies, cannot serve as board secretary [2] Appointment and Dismissal Procedures - The company must appoint a board secretary within three months of its initial public offering or within three months of the previous secretary's departure [3] - During a vacancy, a director or senior manager must temporarily assume the responsibilities of the board secretary [3] Responsibilities and Authority - The board secretary is responsible for coordinating information disclosure, managing investor relations, and organizing board and shareholder meetings [4] - The company must establish a dedicated office for information disclosure, managed by the board secretary [5] Working Conditions - The company is required to provide necessary support for the board secretary to perform their duties effectively [6] - The board secretary has the right to access financial and operational information and attend relevant meetings [7] Miscellaneous Provisions - Any matters not covered by these guidelines will be governed by relevant national laws and the company's articles of association [7] - The guidelines will take effect upon approval by the company's board of directors [7]
盛路通信: 董事会秘书工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 10:18
Core Points - The document outlines the responsibilities, qualifications, and management of the Board Secretary of Guangdong Shenglu Communication Technology Co., Ltd, aiming to enhance corporate governance and information disclosure quality [1][2][9] Group 1: General Provisions - The Board Secretary is responsible for the company and the board, serving as the liaison with regulatory bodies and ensuring compliance with relevant laws and regulations [1] - The company appoints one Board Secretary, who is a senior management member and directly responsible for information disclosure [1][2] Group 2: Qualifications of the Board Secretary - The Board Secretary must possess good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and strong organizational and communication skills [2] - Individuals with recent administrative penalties from the China Securities Regulatory Commission or other disqualifying circumstances cannot serve as Board Secretary [2][3] Group 3: Appointment and Dismissal - The Board Secretary is nominated by the Chairman and appointed or dismissed by the board, with the requirement to report any dismissal to the Shenzhen Stock Exchange [3][4] - The company must sign an employment contract with the Board Secretary, detailing responsibilities, rights, and obligations [4][5] Group 4: Responsibilities and Rights - The Board Secretary is responsible for coordinating information disclosure, managing investor relations, organizing board meetings, and ensuring compliance with legal and regulatory requirements [6][7] - The Board Secretary has the right to access financial and operational information, participate in relevant meetings, and request professional opinions from intermediaries [7][8] Group 5: Organizational Support - The company must provide necessary organizational support, including establishing a Securities Affairs Department led by the Board Secretary, and ensuring adequate budget for training and operations [8] - The company must have a unified external information release channel, prohibiting unauthorized disclosures by board members or senior management [8]
中国铝业: 中国铝业股份有限公司董事会秘书工作管理细则
Zheng Quan Zhi Xing· 2025-06-26 16:47
Core Points - The document outlines the management rules for the Secretary of the Board of China Aluminum Corporation, emphasizing the importance of compliance with relevant laws and regulations [1][10] - The Secretary of the Board is a senior management position responsible for various duties, including organizing board meetings, ensuring compliance with decision-making processes, and managing information disclosure [2][3][4] Responsibilities and Qualifications - The Secretary of the Board must possess necessary professional knowledge in finance, management, and law, along with good professional ethics [4][5] - Key responsibilities include preparing meeting materials, ensuring compliance with decision-making procedures, coordinating information disclosure, and managing investor relations [3][4][6] Appointment and Dismissal - The Board of Directors appoints the Secretary of the Board and must also appoint a Securities Affairs Representative to assist in duties [5][6] - The dismissal of the Secretary must be justified, and the company is required to report the reasons to the stock exchange [6][7] Work Rules - The Secretary is responsible for organizing board meetings, ensuring timely communication of meeting materials, and maintaining accurate records [8][9] - The Secretary has the right to access financial and operational information and must be informed of major company decisions from an information disclosure perspective [9][10]