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江苏华辰: 江苏华辰独立董事工作制度

Core Viewpoint - The company has established a working system for independent directors to enhance corporate governance, strengthen supervision over internal directors and management, and protect the interests of minority shareholders and stakeholders [1][2]. Group 1: Independent Director System - The independent director is defined as a director who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities independently without influence from the company or its major shareholders [2][3]. - The company must elect suitable individuals as independent directors, including at least one accounting professional with relevant qualifications [2][3]. Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including legal eligibility, independence, knowledge of company operations, and relevant work experience [2][3]. - Certain individuals are prohibited from serving as independent directors, including those with significant relationships with the company or its major shareholders [3][4]. Group 3: Nomination and Election Process - The nomination and election of independent directors must be conducted legally and in accordance with regulations, with candidates proposed by the board or shareholders holding more than 1% of shares [5][6]. - Independent directors serve a term aligned with other board members, with a maximum consecutive term of six years [5][6]. Group 4: Responsibilities and Rights - Independent directors are entitled to equal access to information and must be notified in advance of board decisions, with the right to request additional information if necessary [7][8]. - The company must provide necessary conditions and support for independent directors to fulfill their duties effectively [8]. Group 5: Reporting and Compliance - Independent directors must document their dissenting opinions on board resolutions and report any violations of laws or regulations to the board [9][10]. - They are also responsible for monitoring the execution of board resolutions and can report to regulatory authorities if necessary [10][11]. Group 6: Miscellaneous Provisions - The working system will be effective upon approval by the shareholders' meeting and will be interpreted by the board [10][16].