剑桥科技: 独立董事工作制度

Core Viewpoint - The document outlines the independent director working system of Shanghai Cambridge Technology Co., Ltd, emphasizing the importance of independent directors in maintaining corporate governance and protecting the rights of minority shareholders [1][2]. Group 1: General Provisions - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their judgment [1]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, particularly minority shareholders [2]. Group 2: Independence of Independent Directors - Independent directors must maintain independence and cannot hold positions in the company or its affiliates, nor have significant shareholdings or relationships that could compromise their independence [3][4]. - Independent directors are required to undergo training and obtain qualifications as mandated by relevant authorities [3]. Group 3: Qualifications and Conditions - To serve as an independent director, candidates must meet specific legal qualifications, possess relevant experience, and have a good personal character without significant misconduct records [9][10][11]. - Independent directors must not have been penalized for securities violations or have any significant negative records in the past three years [7]. Group 4: Nomination and Election - Independent director candidates can be proposed by the board, audit committee, or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [12][13]. - The election of independent directors must follow a cumulative voting system, ensuring transparency in the voting process [15]. Group 5: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [20][21]. - They have the authority to independently hire external consultants for audits or advice and can propose meetings to address significant issues [21]. Group 6: Performance and Reporting - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [36]. - The company is required to provide necessary support and resources for independent directors to fulfill their duties effectively [38][39]. Group 7: Compensation and Insurance - The company must provide reasonable compensation to independent directors, which should be approved by the shareholders' meeting and disclosed in the annual report [44]. - A liability insurance system for independent directors may be established to mitigate risks associated with their responsibilities [43].