Core Viewpoint - The document outlines the independent director system of Nanjing Tengya Precision Technology Co., Ltd., emphasizing the responsibilities, qualifications, and operational guidelines for independent directors to ensure corporate governance and protect minority shareholders' rights [1][2][3]. Summary by Sections General Principles - The independent director system aims to enhance corporate governance and clarify the roles and responsibilities of independent directors [1]. - Independent directors must not hold any other positions within the company and should maintain independence from major shareholders and actual controllers [1][2]. Responsibilities and Obligations - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, participating in decision-making and protecting minority shareholders' rights [2]. - At least one-third of the board members must be independent directors, including at least one accounting professional [2][3]. Qualifications for Independent Directors - Candidates must meet specific criteria, including legal qualifications, independence, relevant experience, and good personal character [3][4]. - Individuals with significant relationships or shareholdings in the company are disqualified from serving as independent directors [4][5]. Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares [6][7]. - The nomination process requires the consent of the candidates and thorough background checks by the nomination committee [6][7]. Duties and Special Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [21][22]. - They have the authority to hire external consultants, propose meetings, and express independent opinions on matters affecting the company [22][23]. Work Support and Conditions - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [32][33]. - Independent directors should have equal access to information and be kept informed about the company's operations [33][34]. Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities, attendance, and interactions with shareholders [31][32]. - The company must disclose any issues related to independent directors' performance or independence [15][31]. Implementation and Amendments - The independent director system will take effect upon approval by the company's shareholders and can be amended as necessary [42][43].
腾亚精工: 独立董事工作制度(2025年6月)