争光股份: 独立董事工作制度（2025年7月）

Core Points - The article outlines the independent director system of Zhejiang Zhangguang Industrial Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2][3]. Group 1: General Provisions - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [2][3]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [2][3]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][3]. Group 2: Qualifications of Independent Directors - Independent directors must maintain independence and cannot be individuals who have certain relationships or interests with the company or its major shareholders [5][6]. - Specific disqualifications include holding more than 1% of the company's shares, being employed by major shareholders, or having significant business dealings with the company [5][6]. - Independent directors must have at least five years of relevant work experience and possess basic knowledge of corporate operations and relevant laws [6][7]. Group 3: Nomination and Election of Independent Directors - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent directors, subject to election by the shareholders' meeting [11][12]. - The nomination process requires the consent of the nominee and a thorough understanding of their qualifications and independence [11][12]. Group 4: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [18][19]. - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [19][20]. - Independent directors must attend board meetings and can delegate their voting rights to other independent directors if unable to attend [22][23]. Group 5: Performance and Reporting - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and communication with shareholders [15][16]. - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [32][33]. Group 6: Compensation and Rights - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [36][37]. - The company must ensure that independent directors have equal access to information and resources necessary for their roles [33][34].