锦江在线: 锦江在线独立董事专门会议制度

Core Points - The article outlines the establishment of a specialized meeting system for independent directors of Shanghai Jinjiang Online Network Service Co., Ltd to enhance corporate governance and ensure the interests of minority shareholders are considered [1][2][5] Group 1: Meeting Structure and Procedures - The specialized meeting of independent directors is defined as a meeting attended solely by independent directors, focusing on independent discussions and forming opinions from the perspective of the company and minority shareholders [1] - The specialized meeting must be held at least once a year, and can be convened by the meeting organizer or upon the proposal of more than half of the independent directors [2] - A quorum for the meeting requires the presence of more than half of the independent directors, with non-independent directors and relevant personnel allowed to attend but without voting rights [2][5] Group 2: Voting and Decision-Making - Voting at the specialized meeting is conducted on a one-vote-per-person basis, using methods such as on-site voting, written voting, or other legally permitted methods [2] - Independent directors must personally attend the meeting unless special circumstances arise, in which case they can delegate another independent director to attend and vote on their behalf [3] - Certain matters must be discussed and approved by a majority of independent directors before being submitted to the board for consideration, including related party transactions and changes to commitments [3][4] Group 3: Documentation and Reporting - The meeting must be documented accurately, reflecting the opinions of the independent directors, and these records must be signed by the independent directors [4] - Independent directors are required to submit an annual report to the company's annual shareholders' meeting, detailing the work of the specialized meetings [4][5] - The company must provide necessary working conditions and support for the independent directors to fulfill their responsibilities, including access to operational information and resources for conducting investigations [5]