Summary of Independent Director Work System Core Viewpoint The Independent Director Work System aims to enhance corporate governance, protect the interests of minority shareholders, and ensure the independent functioning of directors in listed companies. Group 1: General Principles - The system is established to improve corporate governance structures and protect the interests of minority shareholders and stakeholders [2][3] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors are required to perform their duties independently and impartially, avoiding influence from major shareholders or related parties [2][3] Group 2: Qualifications and Selection - Independent directors are elected by the shareholders' meeting and must account for at least one-third of the board, including at least one accounting professional [6][7] - Candidates for independent directors must meet specific legal and regulatory requirements, including independence and relevant experience [9][10] - Independent directors should continuously enhance their knowledge of securities laws and regulations to improve their performance [8][9] Group 3: Responsibilities and Powers - Independent directors participate in board decision-making and must express clear opinions on matters discussed [24][25] - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholder meetings [25][26] - Independent directors are responsible for monitoring potential conflicts of interest and ensuring decisions align with the overall interests of the company and minority shareholders [24][25] Group 4: Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority investors [31][32] - They are required to maintain confidentiality regarding the company's annual report and must not disclose any information before its official release [52][53] - In cases of non-compliance or issues affecting their independence, independent directors must report to regulatory authorities [30][31]
中环海陆: 独立董事工作制度（2025年7月）