鸿远电子: 鸿远电子独立董事工作细则

Core Points - The document outlines the working rules for independent directors at Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2]. Group 1: Independent Director Definition and Responsibilities - 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]. - 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]. Group 2: Qualifications and Conditions for Independent Directors - Independent directors must maintain independence and cannot be individuals with significant relationships or interests in the company [5][6]. - Candidates must have at least five years of relevant experience and meet specific educational and professional criteria [6][9]. Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [7][8]. - The company must disclose relevant materials regarding the candidates to the Shanghai Stock Exchange [8][9]. 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 [20][21]. - They have the authority to hire external consultants for audits or inquiries and can propose meetings to address significant issues [21][22]. Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their activities, attendance, and interactions with shareholders [36][37]. - They are required to report any obstacles to their duties to the Shanghai Stock Exchange [39][40]. Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their responsibilities effectively [39][40]. - Compensation for independent directors should be determined by the board and disclosed in the annual report [21][22].