Workflow
达威股份: 独立董事工作制度

Core Points - The company aims to enhance its corporate governance structure by establishing clear roles and responsibilities for independent directors, ensuring their independence and effectiveness in decision-making and oversight [1][2][3] 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 responsible for protecting the interests of all shareholders, particularly minority shareholders, and must act with loyalty and diligence [1][3] - The company must provide necessary support for independent directors to fulfill their duties effectively [1][4] Group 2: Appointment and Qualifications - Independent directors must meet specific independence criteria and cannot have significant relationships with major shareholders or the company [2][4] - They should possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [3][4] - The company must ensure that independent directors are elected through a transparent process, including the possibility of cumulative voting for multiple positions [5][12] Group 3: Duties and Powers - Independent directors have the authority to independently hire external advisors for audits or consultations and can propose meetings to address significant issues [7][18] - They must attend board meetings personally or delegate their responsibilities appropriately, ensuring their opinions are documented [8][10] - Independent directors are required to report on their activities and interactions with shareholders annually [13][14] Group 4: Committees and Oversight - The company has established various committees, including an audit committee, where independent directors play a crucial role in overseeing financial reporting and compliance [2][11] - Independent directors must participate in specialized meetings to discuss matters requiring their approval before being presented to the board [9][10] - The audit committee is responsible for reviewing financial information and overseeing internal controls, requiring a majority of independent directors [11][12] Group 5: Communication and Support - The company must maintain effective communication channels between independent directors and management, ensuring timely access to information [14][15] - Independent directors should have adequate resources and support to perform their roles, including training and access to relevant data [14][15] - The company is responsible for providing necessary conditions for independent directors to fulfill their duties, including timely meeting notifications and materials [14][15]