Chapter 6 Managers and other senior managers
Article 130 The company shall have a president and be appointed or dismissed by the board of directors.
The company has one to four vice presidents, including one executive vice president; one chief financial officer, all appointed or dismissed by the board of directors.
The company's president, vice president, chief financial officer, and secretary of the board of directors are senior management personnel of the company.
Article 131 The Article 96 of the Articles of Association regarding non-execution of directors shall also apply to the management personnel at the constitutional level of Gaojinye.
Article 98 of the Articles of Association concerning the fiduciary duties of directors and the provisions of Article 99(4)-(6) regarding diligence obligations apply to senior management personnel.
Article 132 Any person who holds a position other than a director in a company's controlling shareholder or actual controller unit may not act as a senior manager of the company.
Article 133 The term of office of the President shall be three years. The President shall be eligible for reappointment.
Article 134 The president is responsible to the board of directors and exercises the following powers:
(1) Presiding over the company's production and operation management, organizing the implementation of the resolutions of the board of directors and reporting to the board of directors;
(b) Organize and implement the company's annual business plan and investment plan;
(3) to draw up plans for the establishment of the company's internal management institutions;
(D) the preparation of the company's basic management system;
(5) Formulating the company's specific regulations;
(6) The board of directors is invited to appoint or dismiss the vice president and chief financial officer of the company;
(7) Deciding to appoint or dismiss management personnel other than those to be appointed or dismissed by the board of directors;
(8) To draw up the salary, benefits, rewards and penalties of the company's employees, and to determine the hiring and dismissal of the company's employees;
(9) Other terms of reference granted by the Articles of Association or the Board of Directors.
Article 135 The President shall attend the meetings of the board of directors. The non-director president shall have no voting rights on the board of directors.
Article 136 The president shall report to the board of directors or the board of supervisors according to the requirements of the board of directors or the board of supervisors on the signing and implementation of the company's major contracts, the use of funds, and the profit and loss of the business operations. The president must ensure the authenticity of the report.
Article 137 When the President prepares questions concerning the employees' salaries, benefits, safe production, labor and employment, labor insurance, and labor protection that involve the vital interests of the employees, he shall listen to the opinions of the trade unions and the Staff Representative Conference in advance.
Article 138 The president shall formulate the rules for the work of the president and report to the board of directors for approval and implementation.
Article 139 The working rules of the president include the following:
(1) The conditions, procedures and personnel for the meeting of the president;
(2) The specific responsibilities and division of work of the president and other senior management personnel;
(3) The company's funds, the use of assets, the authority to sign major contracts, and the reporting system to the board of directors and board of supervisors;
(4) Other matters deemed necessary by the board of directors.
Article 140 The President may resign before the expiration of his term of office. The specific procedures and methods for the resignation of the president are regulated by the labor contract between the president and the company.
Article 141 The company has a secretary of the board of directors, and the secretary of the board of directors is responsible to the board of directors. The secretary of the board of directors is responsible for the preparation of company shareholders' meetings and board meetings, the keeping of documents, the management of company shareholders' information, and the handling of information disclosure matters.
The secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, department rules and the articles of association.
Article 142 Senior executives who violate the laws, administrative regulations, departmental rules or the articles of association when performing their duties in the company and cause losses to the company shall be liable for compensation.