富祥药业: 独立董事工作制度

Core Viewpoint - The document outlines the governance structure and operational guidelines for Jiangxi Fuxiang Pharmaceutical Co., Ltd, emphasizing the importance of independent directors in protecting the interests of minority shareholders and ensuring the company's compliance with relevant laws and regulations [3][4][5]. Group 1: Governance Structure - The company aims to improve its governance structure by enhancing the board's composition and strengthening the oversight of non-independent directors and management [3]. - Independent directors are defined as those who do not hold any other positions within the company and have no significant relationships that could affect their impartial judgment [4][5]. - At least one-third of the board members must be independent directors, including at least one with accounting expertise [5][6]. Group 2: Responsibilities and Rights of Independent Directors - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have the right to independently hire external consultants for audits or investigations and can propose the convening of extraordinary shareholder meetings [11][18]. - Independent directors must disclose their dissenting opinions on board resolutions, ensuring transparency and accountability [20][21]. Group 3: Appointment and Termination - Independent directors can be nominated by the board or shareholders holding at least 1% of the company's shares, with a cumulative voting system for elections [10][11]. - Their term aligns with that of other directors but cannot exceed six consecutive years [14]. - If an independent director resigns, the company must fill the vacancy within 60 days to maintain the required proportion of independent directors [10][14]. Group 4: Compliance and Reporting - Independent directors are required to conduct annual self-assessments of their independence and report their findings to the board [7]. - They must submit an annual performance report to the shareholders' meeting, detailing their attendance and participation in board activities [20][21]. - The company is obligated to provide independent directors with necessary resources and support to fulfill their duties effectively [23][24].