耀皮玻璃: 耀皮玻璃独立董事制度

Core Points - The independent director system aims to enhance corporate governance, strengthen oversight of the board and management, and protect the rights of minority shareholders [1][2][3] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2][3] - The proportion of independent directors on the board must be no less than one-third, including at least one accounting professional [2][3] Chapter 1: General Principles - The independent director system is established to comply with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - Independent directors are required to perform their duties independently and objectively, free from influence by the company or its major shareholders [1][2] Chapter 2: Qualifications and Dismissal - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [3][4] - Specific disqualifications for independent directors include holding significant shares in the company or being employed by major shareholders [3][4] - Independent directors must have relevant experience and knowledge, including at least five years in legal, accounting, or economic fields [5][7] Chapter 3: Responsibilities and Methods of Performance - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [11][14] - They have special rights, including the ability to hire external consultants and propose meetings [16][18] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [18][19] Chapter 4: Performance Assurance - The company must provide necessary working conditions and support for independent directors to fulfill their duties [34][35] - Independent directors should receive equal access to information as other board members and be kept informed about company operations [35][36] Chapter 5: Supervision and Legal Responsibilities - Independent directors and related parties are subject to supervision by the China Securities Regulatory Commission and the Shanghai Stock Exchange [41][42] - They must respond promptly to requests for explanations or documentation from regulatory bodies [42] Chapter 6: Supplementary Provisions - The independent director system will be implemented upon approval by the company's shareholders and will be subject to revisions as necessary [46]