Zheng Quan Zhi Xing·2025-06-24 19:03Core Points - The article outlines the independent non-executive director system of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The independent non-executive director is defined as a director who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1] - The independent non-executive directors are required to fulfill their duties diligently and loyally to the company and all shareholders [2] Group 2: Qualifications and Conditions - Candidates for independent non-executive directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal character [6] - Individuals who have significant relationships with the company or its major shareholders are prohibited from serving as independent non-executive directors [3][4] Group 3: Nomination and Election Procedures - The nomination of independent non-executive directors can be proposed by the board or shareholders holding more than 1% of the company's issued shares [8][9] - The election of independent non-executive directors must follow a cumulative voting system if two or more are elected [6] Group 4: Responsibilities and Duties - Independent non-executive directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [15][16] - They have the authority to independently hire external consultants for audits or inquiries [16] Group 5: Performance and Reporting - Independent non-executive directors must submit an annual report detailing their attendance at meetings and their engagement with shareholders [27][28] - The company is required to provide necessary support and resources for independent non-executive directors to perform their duties effectively [32][33] Group 6: Compensation and Insurance - The company is responsible for covering the costs incurred by independent non-executive directors when hiring professional services [36] - A compensation system for independent non-executive directors should be established and disclosed in the annual report [37]