中交设计: 中交设计咨询集团股份有限公司独立董事工作规则

Group 1 - The rules aim to standardize the behavior of China Communications Design Consulting Group Co., Ltd. and enhance the role of independent directors in corporate governance [1] - 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 [2] Group 2 - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to relevant laws and regulations [2] - Independent directors must undergo an annual self-assessment of their independence and submit the results to the board [3] - Candidates for independent directors must meet specific legal and regulatory requirements, including having no significant business relationships with the company [4][5] Group 3 - Independent directors are required to participate in board decisions and provide professional advice to enhance decision-making quality [7][8] - They have special rights, including the ability to independently hire intermediaries for audits or consultations [8] - Independent directors must attend board meetings in person or delegate another independent director if unable to attend [9] Group 4 - The company must provide necessary working conditions and support for independent directors to fulfill their duties [33] - Independent directors should receive equal access to information as other board members and be kept informed about the company's operations [34] - The company is responsible for covering the costs incurred by independent directors when hiring intermediaries [37] Group 5 - Independent directors' remuneration should be commensurate with their responsibilities and approved by the board and shareholders [39] - The rules will take effect upon approval by the shareholders' meeting, and any amendments must also be approved [41][42]