Core Viewpoint - The company aims to enhance its governance structure by improving the board composition, strengthening the constraints and supervision mechanisms for non-independent directors and management, and protecting the interests of minority shareholders and stakeholders [1][2]. Group 1: Governance Structure - The company establishes a system to improve its governance structure in accordance with relevant laws and regulations, including the Company Law and Securities Law [2]. - 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 independent judgment [2][3]. - The company will appoint three independent directors, ensuring that more than one-third of the board consists of independent directors, including at least one accounting professional [3][4]. Group 2: Independent Director Qualifications - Independent directors must meet specific qualifications, including having relevant professional knowledge and experience in accounting, auditing, or financial management [3][5]. - The company must ensure that independent directors maintain their independence and do not have relationships that could compromise their objectivity [4][5]. Group 3: Nomination and Election of Independent Directors - The board or shareholders holding more than 1% of the company's shares can propose independent director candidates, who will be elected by the shareholders [10][11]. - Candidates must not have any legal or regulatory disqualifications and must declare their independence [11][12]. Group 4: Responsibilities and Powers of Independent Directors - Independent directors are required to attend board meetings, understand the company's operations, and submit annual reports on their performance [12][13]. - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [12][13]. Group 5: Support and Conditions for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their responsibilities [34][36]. - Independent directors are entitled to equal access to information and must be informed of board meeting materials in a timely manner [36][37].
久盛电气: 独立董事工作制度