通程控股: 【通程控股】独立董事工作制度

Core Points - The document outlines the independent director system of Changsha Tongcheng Holdings Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][3] - Independent directors must not have any direct or indirect interests that could affect their judgment and should fulfill their duties independently [2][3][4] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][3][4] Summary by Sections General Principles - The independent director system is established to improve the company's governance structure and decision-making processes [1] - Independent directors are defined as those who do not hold other positions within the company and have no conflicting interests with major shareholders [1][2] Qualifications and Conditions - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant negative records [7][9] - Individuals with certain relationships or interests in the company are prohibited from serving as independent directors [3][4] Appointment of Independent Directors - The nomination and election of independent directors must be conducted legally and in accordance with regulations [10][11] - Independent directors serve the same term as other board members, with a maximum consecutive term of six years [11][12] Responsibilities of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [15][16] - They have the authority to hire external consultants for audits or consultations [16][17] Meetings and Communication - Independent directors must attend board meetings and can communicate with the board secretary regarding agenda items [18][19] - They are required to submit annual reports detailing their activities and participation in board meetings [29] Financial and Compensation Matters - The company is responsible for covering the costs incurred by independent directors in fulfilling their duties [36] - Independent directors receive compensation that reflects their responsibilities, which must be approved by the shareholders [37] Evaluation and Accountability - The company has a mechanism to evaluate the performance of independent directors, including attendance and adherence to their duties [40][41] - Failure to fulfill responsibilities may result in penalties, including reduced compensation or removal from the board [41]