龙头股份: 独立董事工作制度(2025年)

Core Points - The document outlines the independent director system of Shanghai Longteng (Group) Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The company must ensure that independent directors can perform their duties without influence from major shareholders or the actual controller [1][2] Summary by Sections General Principles - The independent director system is established to comply with relevant laws and regulations, ensuring the company's sustainable and standardized development [2] - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2] Qualifications and Appointment of Independent Directors - Individuals who hold significant shares or have close relationships with major shareholders are prohibited from being independent directors [6][7] - Independent directors must possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [7][8] - The nomination of independent directors must be free from conflicts of interest, and candidates must provide a declaration of their independence [5][6] Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [16][17] - They have the authority to hire external consultants for audits or inquiries and can propose meetings to address significant issues [16][17] Communication and Reporting - Independent directors must maintain communication with minority shareholders and report on their activities and findings annually [30][31] - The company is required to provide necessary support and resources for independent directors to fulfill their responsibilities effectively [33][34] Compensation and Insurance - The company should provide appropriate compensation for independent directors, which must be approved by the board and disclosed in annual reports [39] - A liability insurance system for independent directors may be established to mitigate risks associated with their duties [38]