董事和高级管理人员离任管理

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辽宁成大: 辽宁成大股份有限公司董事和高级管理人员离任管理制度
Zheng Quan Zhi Xing· 2025-08-29 15:12
Core Points - The article outlines the management system for the resignation of directors and senior management at Liaoning Chengda Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of shareholders [1][2]. Group 1: General Principles - The resignation management system is based on principles of legality, transparency, smooth transition, and protection of shareholder rights [1]. - The system applies to various resignation scenarios, including term expiration, voluntary resignation, dismissal, or other reasons [1]. Group 2: Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written report, with the resignation effective upon receipt by the board [2]. - The company must complete the re-election of directors within 60 days if a resignation occurs, ensuring compliance with legal and regulatory requirements [2]. Group 3: Responsibilities and Obligations - Resigning directors and senior management must complete handover procedures and remain liable for their duties for six months post-resignation [4]. - They are required to maintain confidentiality regarding company secrets even after leaving [4]. Group 4: Shareholding Management - Directors and senior management are restricted from transferring 25% of their shares for six months after resignation, with exceptions for legal circumstances [5]. - Any commitments made regarding shareholding must be strictly adhered to by the resigning individuals [5]. Group 5: Accountability Mechanism - The company reserves the right to seek compensation from resigning directors and senior management for any losses incurred due to violations of laws or commitments [5]. - If any breaches of duty or unfulfilled commitments are discovered, the board will take necessary actions to hold individuals accountable [5]. Group 6: Miscellaneous - The system will be executed in accordance with relevant national laws and regulations, and the board is responsible for its interpretation and amendments [6].
润丰股份: 董事和高级管理人员离任管理制度
Zheng Quan Zhi Xing· 2025-08-21 16:59
General Provisions - The company establishes a procedure for the resignation of directors to ensure the stability and continuity of its governance structure and protect the legal rights of the company and its shareholders [1] - This procedure applies to all directors, including independent directors, who leave due to term expiration, voluntary resignation, dismissal, or other reasons [1] Resignation Circumstances and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3] - If a director's term expires without re-election, they automatically leave on the date the shareholders' meeting resolution is passed [2] - The company must disclose the resignation details within two trading days and complete the re-election within sixty days to ensure compliance with legal and regulatory requirements [2][3] Transfer Procedures and Unresolved Matters - After resignation, directors must complete handover procedures within ten working days, transferring all relevant documents and data to the board [3] - Resigning directors must cooperate with the company in follow-up audits related to significant matters during their tenure [3] Obligations of Resigning Directors and Company Accountability - Resigning directors remain obligated to maintain confidentiality regarding the company's trade secrets even after leaving [4] - Directors who leave without proper justification may seek compensation from the company [3][4] Management of Shareholdings by Resigning Directors - Directors must comply with regulations regarding insider trading and must report their personal information to the company within two trading days after resignation [5] - Resigning directors are prohibited from transferring their shares within six months of leaving the company [5] Additional Provisions - The established procedures also apply to senior management personnel [6] - The board is responsible for interpreting and amending these procedures, which take effect upon approval by the board [6]