奥比中光: 独立董事制度

Core Viewpoint - The company aims to enhance its corporate governance structure by establishing clear guidelines for independent directors, ensuring their independence and effectiveness in protecting the interests of all shareholders, particularly minority shareholders [1][2][3]. Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to safeguard the company's overall interests [2][3]. Group 2: Qualifications and Independence Requirements - Independent directors must meet specific qualifications, including having at least five years of relevant experience and a good personal reputation [4][5]. - The proportion of independent directors on the board must be at least one-third, with at least one being a professional accountant [5][6]. Group 3: Nomination and Election Process - The nomination and election of independent directors must be conducted in a lawful and standardized manner, with proposals submitted by the board or shareholders holding at least 1% of voting rights [9][10]. - Detailed information about independent director candidates must be disclosed before the shareholder meeting to ensure informed voting [10][11]. Group 4: Rights and Obligations of Independent Directors - Independent directors have special rights, including the ability to hire external consultants and propose meetings to address significant issues [14][15]. - They are required to provide independent opinions on matters that may harm the company or minority shareholders' interests [14][15]. Group 5: Performance Evaluation and Reporting - Independent directors must conduct annual self-assessments of their independence and submit reports to the board, which will also evaluate their independence [5][12]. - They are required to submit annual performance reports detailing their attendance and participation in meetings, as well as their interactions with minority shareholders [12][13]. Group 6: Support and Resources for Independent Directors - The company must provide necessary working conditions and support for independent directors, ensuring they have access to relevant information and resources [13][14]. - Independent directors should be compensated appropriately for their responsibilities, and the company may establish a liability insurance system to mitigate risks associated with their duties [15].