城地香江: 独立董事工作制度

Core Viewpoint - The independent director system of Shanghai Chengdi Xiangjiang Data Technology Co., Ltd. aims to enhance corporate governance, protect minority shareholders' interests, and ensure compliance with relevant regulations [1]. Group 1: Independent Director Definition and Requirements - Independent directors must not hold any other positions in the company and should have no direct or indirect interests that could affect their independent judgment [1][2]. - At least one-third of the board members must be independent directors, including at least one accounting professional [1][2]. - Independent directors must possess relevant qualifications, including at least five years of experience in law, accounting, or economics [2]. Group 2: Independence Criteria - Individuals who have significant relationships with the company or its major shareholders are prohibited from serving as independent directors [3]. - Independent directors must conduct annual self-assessments of their independence and submit reports to the board [3]. Group 3: Nomination and Election Procedures - The board or shareholders holding more than 1% of shares can propose independent director candidates, who must be elected by the shareholders' meeting [4]. - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications [4]. Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [7][8]. - They have the authority to hire external consultants for audits or inquiries and can propose meetings to discuss significant issues [7][8]. Group 5: Obligations and Reporting - Independent directors must act in good faith and diligence, focusing on the overall interests of the company and protecting minority shareholders [13]. - They are required to submit annual reports detailing their activities and interactions with shareholders and management [14][15]. Group 6: Support and Resources - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [35][36]. - Independent directors should have equal access to information and be informed of company operations regularly [35][36].