星环科技: 独立董事工作制度

Core Points - The article outlines the governance structure and responsibilities of independent directors at Xinghuan Information Technology (Shanghai) Co., Ltd, emphasizing the importance of independent judgment and protection of minority shareholders' rights [2][3][19] - It establishes criteria for the nomination, election, and replacement of independent directors, ensuring they remain free from conflicts of interest [11][12][19] - The document details the rights and obligations of independent directors, including their participation in decision-making and oversight of potential conflicts of interest [17][18] Group 1: Governance Structure - The company aims to enhance its governance structure and ensure compliance with relevant laws and regulations [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 judgment [2][3] - At least one-third of the board members must be independent directors, ensuring a balanced representation [6][19] Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including relevant work experience and a clean personal record [9][10] - Individuals with significant shareholding or familial ties to major shareholders are prohibited from serving as independent directors [10][11] - Independent directors are required to conduct annual self-assessments of their independence and report findings to the board [3][10] Group 3: Responsibilities and Rights - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18] - They have the right to independently hire external consultants for audits or investigations [17][18] - The company must provide necessary resources and support to enable independent directors to fulfill their duties effectively [19][20]