澜起科技: 澜起科技股份有限公司独立董事工作细则

Core Viewpoint - The document outlines the working rules for independent directors at Lianqi Technology Co., Ltd., emphasizing the importance of independent judgment and the protection of minority shareholders' rights [1][2]. General Provisions - 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]. - Independent directors are obligated to act in good faith and diligence towards the company and all shareholders [1][2]. Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies, ensuring they have sufficient time to fulfill their duties [2]. - At least one-third of the board must be independent directors, including at least one accounting professional [2][3]. - Independent directors must meet specific independence criteria and possess relevant experience and knowledge [3][4]. Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [8][10]. - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholder meetings [8][10]. Meetings and Communication - The company must facilitate regular meetings of independent directors, ensuring they have access to necessary information and resources [11][17]. - Independent directors are required to submit annual reports detailing their performance and the outcomes of their specialized meetings [12][17]. Compliance and Reporting - Independent directors must report any violations of laws or regulations to the board and can escalate issues to regulatory authorities if necessary [10][14]. - The company is responsible for ensuring that independent directors receive appropriate compensation and support for their roles [15][17].