国药现代: 独立董事制度

Core Points - The document outlines the governance structure and responsibilities of independent directors at Shanghai Modern Pharmaceutical Co., Ltd, aiming to protect minority shareholders' rights and ensure the company's proper operation [2][3][19] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2][3] - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [2][3][4] Group 2: Qualifications and Independence of Independent Directors - Candidates for independent directors must have basic knowledge of listed company operations and at least five years of relevant work experience in law, economics, finance, or management [3][5] - Specific disqualifications for independent directors include holding significant shares in the company or being related to major shareholders, among other criteria [3][4][6] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares, and the election must be conducted at a shareholders' meeting [5][6][7] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [5][6] Group 4: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [21][22] - They have the authority to independently hire external advisors, propose meetings, and publicly solicit shareholder opinions [22][23] Group 5: Reporting and Communication - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [34][35] - They are required to maintain communication with the company and ensure transparency in their activities and findings [12][13][14] Group 6: Compensation and Insurance - The company is required to provide appropriate compensation to independent directors, which must be disclosed in the annual report [50] - A liability insurance system may be established to protect independent directors from risks associated with their duties, excluding liabilities arising from legal violations [51]