福成股份: 福成股份：独立董事管理办法

Core Points - The document outlines the management measures for independent directors of Hebei Fucheng Wufeng Food Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2] - Independent directors must not hold any other positions within the company and should maintain independence from major shareholders and actual controllers [1][2] - The company is required to provide necessary support for independent directors to fulfill their duties effectively [2][3] Summary by Sections General Principles - The purpose of the management measures is to improve the role of independent directors in corporate governance and protect minority shareholders' interests [1] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their judgment [1][2] Appointment Conditions - Independent directors must maintain independence and cannot be individuals with significant relationships with the company or its major shareholders [2][3] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18] - They have the authority to independently hire intermediaries for audits or consultations and must report any issues that may harm the company or minority shareholders [18][19] Performance and Evaluation - Independent directors must conduct annual self-assessments of their independence and submit reports to the board [3][4] - They are required to attend board meetings and provide clear opinions on agenda items, with specific procedures for voting and dissenting opinions [20][21] Support and Resources - The company must provide necessary working conditions and support for independent directors, ensuring they have access to relevant information and resources [35][36] - Independent directors should have equal rights to information as other board members and must be kept informed about the company's operations [36][37] Compensation and Insurance - The company is responsible for covering costs incurred by independent directors when hiring professional services and may establish a liability insurance system for them [40][41] - Independent directors are entitled to appropriate compensation, which must be approved by the board and disclosed in annual reports [41]