闽东电力: 独立董事制度（草案）

Core Points - The document outlines the independent director system for Fujian Mindong Electric Power Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2][3] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - The board of directors must have at least one-third independent directors, including professionals in accounting and law [2][3] Group 1: Independent Director Qualifications - Independent directors must maintain independence and cannot be related to major shareholders or hold significant shares in the company [7][8] - They should possess relevant experience, including at least five years in legal, accounting, or economic fields [8][9] - Independent directors can serve on a maximum of three domestic listed companies to ensure they can fulfill their responsibilities effectively [9][10] Group 2: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [18][19] - They have the authority to independently hire external consultants for audits or inquiries and can propose meetings to address urgent matters [19][20] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [21][22] Group 3: Meeting and Reporting - The company must hold regular meetings exclusively for independent directors to discuss relevant matters [25][26] - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [33][34] - The company must maintain records of independent directors' activities and ensure they have access to necessary information [15][17] Group 4: Support and Compensation - The company is obligated to provide necessary support and resources for independent directors to perform their duties [34][35] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [39][40] - The company may establish a liability insurance system for independent directors to mitigate risks associated with their roles [39][40]