ST中迪: 北京中迪投资股份有限公司独立董事工作制度

Core Points - The article outlines the independent director working system of Beijing Zhongdi Investment Co., Ltd, which was approved at the company's 2025 first extraordinary general meeting [1][17] - The system aims to enhance the governance structure of the company, ensure compliance with relevant laws and regulations, and protect the rights of minority shareholders [1][2] Summary by Sections General Principles - The 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 [1][2] - At least one-third of the board members must be independent directors, including at least one accounting professional [1][2] Independence Requirements - Independent directors must maintain independence and should not be influenced by major shareholders or related parties [2][4] - Individuals with significant shareholding or familial ties to major shareholders are prohibited from serving as independent directors [2][4] Appointment and Termination Procedures - Independent directors are nominated by the board or shareholders holding more than 1% of the company's shares and must be approved by the shareholders' meeting [4][8] - The term for independent directors aligns with that of other board members but cannot exceed six years for consecutive terms [5][8] Responsibilities and Powers - Independent directors are responsible for attending board meetings, understanding the company's operations, and submitting annual reports on their performance [7][8] - They have the authority to independently hire external advisors, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [8][9] Communication and Support - The company must provide necessary support and resources for independent directors to fulfill their duties, including timely access to information and meeting materials [14][15] - Independent directors are encouraged to maintain communication with minority shareholders and report any issues to regulatory authorities if necessary [14][15] Compensation and Insurance - The company is responsible for covering the costs incurred by independent directors when hiring external advisors and must provide appropriate compensation [16][16] - A liability insurance system may be established to mitigate risks associated with the normal performance of their duties [16][16]