领益智造: 独立董事工作制度

Core Points - The document outlines the independent director system of Guangdong Lingyi Intelligent Manufacturing Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially 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 independent judgment [1][2] - They are required to fulfill their duties with loyalty and diligence, participating in decision-making, supervision, and providing professional advice to protect the overall interests of the company and minority shareholders [2][3] Group 2: Qualifications and Appointment of Independent Directors - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company, including significant shareholders or their relatives [4][5] - They should have relevant experience and knowledge, including at least five years in legal, accounting, or economic fields, and must not serve as independent directors in more than three domestic listed companies simultaneously [4][6] Group 3: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [7][8] - They have special rights, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [8][9] Group 4: Communication and Reporting - Independent directors must maintain effective communication with minority shareholders and report on their activities and findings in an annual performance report [13][29] - The company is required to provide necessary support and resources to independent directors to facilitate their duties [31][32] Group 5: Meeting Regulations - Independent directors must attend board meetings and can only delegate their voting rights under specific circumstances; failure to attend may lead to proposals for their removal [20][21] - Meetings should be documented, and independent directors' opinions must be recorded and disclosed [19][20]