董事和高级管理人员离职管理

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格林美: 董事和高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-24 16:13
格林美股份有限公司 第一章 总则 第五条 如存在下列情形,在改选出的董事就任前,原董事仍应当依照法律、 行政法规、部门规章和《公司章程》的规定,继续履行董事职责,相关法规另有 规定的除外: (一)董事任期届满未及时改选,或者董事在任期内辞任导致董事会成员 低于法定最低人数; (二)审计委员会成员辞任导致审计委员会成员低于法定最低人数,或者 欠缺会计专业人士; (三)独立董事辞任导致上市公司董事会或者其专门委员会中独立董事所 占比例不符合法律法规或者《公司章程》规定,或者独立董事中欠缺会计专业人 士。 第六条 董事提出辞职的,公司应当在60日内完成补选,确保董事会及其专 门委员会的构成符合法律、行政法规和《公司章程》的规定。 第一条 为规范格林美股份有限公司(以下简称"公司")董事和高级管理 人员的离职管理,根据《中华人民共和国公司法》(以下简称"《公司法》")《 中华人民共和国证券法》《深圳证券交易所股票上市规则》《深圳证券交易所上 市公司自律监管指引第1号——主板上市公司规范运作》等有关法律法规及《格 林美股份有限公司章程》(以下简称"《公司章程》")的规定,制定本制度。 第二条 本制度适用于公司董事(含独 ...
信维通信: 董事和高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-14 13:13
Core Points - The company has established a management system for the resignation of directors and senior management to ensure governance stability and protect shareholder rights [1][8] - The system applies to all directors and senior management personnel, covering various resignation scenarios such as voluntary resignation, term expiration, retirement, and dismissal [1][2] Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, with disclosure required within two trading days [3][4] - If a director does not get re-elected during the board re-election, they automatically resign on the day the new board is elected [4] - Senior management can also resign before their term ends, with specific procedures outlined in the company's management regulations and labor contracts [2][3] Conditions for Resignation - Directors and senior management must meet certain qualifications to hold their positions, including not having criminal convictions related to financial misconduct or being declared unfit by regulatory bodies [3][4] - If a director or senior management resigns under circumstances that violate laws or company regulations, the company may terminate their position immediately [2][3] Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within five working days after their resignation becomes effective [5][6] - They remain liable for any commitments made during their tenure, including confidentiality obligations, even after leaving the company [5][6] Accountability Mechanism - The board will review any breaches of duty or unfulfilled commitments by resigning personnel and may pursue compensation for losses incurred [6][8] - Resigning personnel have the right to appeal any accountability decisions made against them within a specified timeframe [6][8] Implementation and Amendments - The management system will be enforced in accordance with national laws and regulations, and any conflicts with future legal changes will be resolved in favor of the new regulations [8] - The board is responsible for the formulation, modification, and interpretation of this management system, which takes effect upon approval [8]
洲际油气: 洲际油气股份有限公司董事和高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-25 16:37
General Provisions - The purpose of the management system for the resignation of directors and senior management is to strengthen the management of resignation matters, ensure governance stability, and protect shareholders' rights [1] - This system applies to all directors (including independent directors) and senior management of the company regarding various resignation scenarios [1] Conditions for Resignation - Directors can resign before the end of their term by submitting a written resignation report, which becomes effective upon receipt by the company [2] - Senior management can also resign before their term ends by submitting a written resignation report, effective upon receipt by the board of directors [2] - If a director or senior management is dismissed or replaced before their term ends, the decision takes effect from the date of the board or shareholders' resolution [2] Responsibilities and Obligations After Resignation - Resigning directors and senior management must complete all handover procedures within five days of their resignation or within a timeframe specified by the company [3] - They are required to cooperate with the company in audits or investigations related to their tenure and must not refuse to provide necessary documents [3] - The duty of loyalty to the company and shareholders continues for six months after resignation, and confidentiality obligations remain until the information becomes public [3] Shareholding Regulations - Resigning directors and senior management must not transfer their shares within six months after leaving [5] - There are restrictions on the amount of shares that can be transferred during their tenure, with a maximum of 25% of their total shares allowed for transfer each year [5] Accountability Mechanism - If the company finds that a resigning director or senior management has not fulfilled their commitments or has violated their duties, the board will review and decide on accountability measures [6] - Those who disagree with the accountability decision can apply for a review within 15 days of receiving the notification [6] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations [6] - The board of directors holds the authority to interpret and amend this system, which will take effect upon approval [6]
中航西飞: 董事和高级管理人员离职管理办法
Zheng Quan Zhi Xing· 2025-07-16 12:13
Core Points - The document outlines the management measures for the resignation procedures of directors and senior management at AVIC Xi'an Aircraft Industry Group Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of the company and its shareholders [1][2][3] Group 1: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the company [2] - The company must disclose the resignation within two trading days [2] - If a director resigns and the board's composition falls below the legal minimum, the original director must continue to perform their duties until a new board is elected [2][3] Group 2: Responsibilities and Obligations - Resigning directors and senior management must complete all handover procedures and provide necessary documentation before leaving [4] - Any public commitments made during their tenure must still be fulfilled after resignation, and the company can require a written plan for any unfulfilled commitments [4][5] - Directors and senior management are prohibited from using their former positions to interfere with the company's operations or harm the interests of the company and its shareholders after resignation [5] Group 3: Shareholding Management - Directors and senior management are restricted from transferring their shares for six months after leaving the company [6] - They must adhere to specific shareholding limits and conditions during and after their term [6][7] - Any commitments regarding shareholding must be strictly followed, and they must cooperate with the company in post-tenure investigations [6][7] Group 4: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning directors and senior management and may pursue compensation for losses incurred [8][9] - Individuals can appeal the board's decisions regarding accountability within 15 days of notification [9] Group 5: Implementation and Interpretation - The management measures will be executed in accordance with relevant national laws and regulations, and the board is responsible for their interpretation [10][11] - These measures will take effect upon approval by the board [11]
运达科技: 董事和高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-07 13:12
Core Points - The document outlines the management of resignations for directors and senior management at Chengdu Yunda Technology Co., Ltd, establishing procedures and responsibilities for such departures [1][2][3] Group 1: Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written report, with the resignation effective upon receipt of the notice [2] - The company must disclose the resignation details within two trading days after receiving the resignation report [2] - If a director's term ends without timely re-election, they must continue to fulfill their duties until a new director is appointed [2][3] Group 2: Responsibilities and Consequences - Directors and senior management must complete a handover process with designated personnel to ensure business continuity [10] - If there are unfulfilled public commitments or other pending matters, the company can require a written fulfillment plan from the departing personnel [5] - Departing directors and senior management remain liable for their duties and obligations for three years post-departure, including confidentiality regarding company secrets [14][15] Group 3: Compliance and Legal Obligations - The company has the right to terminate the positions of directors and senior management for violations of laws or company regulations, with immediate effect upon board resolution [3][6] - Departing personnel must cooperate with the company in post-departure investigations regarding significant matters during their tenure [16] - Any losses caused by violations or unfulfilled commitments can lead to compensation claims against the departing personnel [17]
振华新材: 董事、高级管理人员离职管理制度(2025年7月制定)
Zheng Quan Zhi Xing· 2025-07-04 16:22
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Guizhou Zhenhua New Materials Co., Ltd, detailing the procedures, conditions, and obligations associated with such departures [1][2][3]. Group 1: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the board, and the company must disclose this within two trading days [1][2]. - If a director resigns and the board's composition falls below the legal minimum, the original director must continue to fulfill their duties until a new director is elected [1][2]. - The company must complete the election of a new director within 60 days of a resignation to ensure compliance with legal and regulatory requirements [2]. Group 2: Conditions for Holding Office - Individuals with certain legal disqualifications, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as directors or senior management [3][4]. - Directors and senior management must cease their duties immediately upon the occurrence of specified disqualifying events, with the company required to terminate their positions within 30 days of such events [3][4]. Group 3: Obligations Post-Resignation - Directors and senior management are required to transfer all relevant company documents and assets within five working days after their resignation becomes effective [4][5]. - Any public commitments made during their tenure must be honored even after resignation, and failure to do so may result in liability for damages [4][5]. Group 4: Accountability Mechanisms - The board is responsible for reviewing any breaches of obligations by departing directors or senior management and may pursue compensation for losses incurred [6][7]. - Departing personnel have the right to appeal any accountability decisions made against them within 15 days of notification [6][7].
永新股份: 董事和高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-06-24 17:47
Core Points - The article outlines the resignation management system for directors and senior management of Huangshan Novel Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][9] Chapter Summaries Chapter 1: General Provisions - The system is established to strengthen the management of resignations for all directors and senior management, including non-independent directors, independent directors, and employee representative directors [1] Chapter 2: Resignation Circumstances and Procedures - Resignation circumstances include expiration of term without re-election, voluntary resignation before term expiration, dismissal by the shareholders' meeting or board, and other situations as per laws or company regulations [2][4] - Directors and senior management must submit a written resignation report detailing resignation time, reasons, and any ongoing commitments [2][3] - Resignation takes effect upon submission, but certain conditions require the resignation to be effective only after a new appointment [3][4] - The company must complete the re-election of directors within 60 days of resignation to ensure compliance with legal requirements [3] Chapter 3: Responsibilities and Obligations After Resignation - Resigned directors and senior management must hand over all relevant documents and cooperate with the company for any follow-up audits or investigations [5][6] - Confidentiality obligations regarding trade secrets remain effective until the information becomes public [6][7] - Any unfulfilled commitments must continue to be honored post-resignation [6][9] Chapter 4: Accountability - Directors and senior management cannot evade responsibilities through resignation, and the company retains the right to pursue claims for any losses incurred [9][10] Chapter 5: Supplementary Provisions - Any matters not covered by this system or conflicting with national laws will be governed by those laws [10]
久盛电气: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-06-19 08:23
Core Points - The document outlines the management of resignations for directors and senior management at Jiusheng Electric Co., Ltd, ensuring stability in corporate governance and protection of shareholder rights [1][2] - The resignation procedures and conditions for directors and senior management are specified, including the requirement for written resignation reports and the effective date of resignation [2][3] - The company must complete the election of new directors within 60 days of a resignation to maintain compliance with legal and regulatory requirements [2][3] - Responsibilities for the handover of documents and unresolved matters are detailed, including the obligation to conduct an audit if the departing personnel were involved in significant transactions [3][4] - The ongoing obligations of departing directors and senior management regarding confidentiality and loyalty to the company are emphasized, even after their resignation [4][5] - The document establishes a mechanism for accountability in cases of unfulfilled commitments or breaches of duty by departing personnel [5] Summary by Sections General Provisions - The document serves to regulate the resignation management of directors and senior management at Jiusheng Electric Co., Ltd, based on relevant laws and regulations [1] Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term ends, with specific procedures for resignation reports and effective dates outlined [2][3] Handover Procedures and Unresolved Matters - Departing personnel must hand over all relevant documents and may be subject to audits for significant matters they were involved in [3][4] Obligations of Departing Directors and Senior Management - Departing personnel retain obligations regarding confidentiality and loyalty, which continue post-resignation [4][5] Accountability Mechanism - The document includes provisions for holding departing personnel accountable for any breaches of duty or unfulfilled commitments [5]