新能泰山: 独立董事制度

Core Points - The article outlines the governance structure and responsibilities of independent directors at Shandong New Energy Taishan Power Co., Ltd, emphasizing the importance of their role in protecting minority shareholders' interests and ensuring compliance with regulations [1][2][3] Group 1: Independent Director Definition and Role - Independent directors are defined as those who do not hold any other positions within the company and have no significant relationships with major shareholders or actual controllers [1] - They are obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to protect the overall interests of the company and the legal rights of minority shareholders [1][2] Group 2: Independence and Qualifications - Independent directors must maintain independence and should not be influenced by the company or its major shareholders [2] - They can serve as independent directors in a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [2] - The board must have at least one independent director with accounting expertise, meeting specific qualifications such as being a certified public accountant or having relevant advanced degrees and experience [2][3] Group 3: Nomination and Election Process - The board of directors or shareholders holding more than 1% of the company's issued shares can propose candidates for independent directors, which must be approved by the shareholders' meeting [8] - Candidates must provide a declaration of their qualifications and independence, and the board's nomination committee must review their qualifications [8][9] Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [11][12] - They have special powers, including hiring external consultants, proposing meetings, and publicly soliciting shareholder opinions [11][12] Group 5: Reporting and Accountability - Independent directors must report their activities and decisions to the board and disclose any conflicts of interest [12][15] - They are required to submit an annual report detailing their attendance at meetings and interactions with minority shareholders [15][16] Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to perform their duties effectively [30][31] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system to mitigate risks associated with their roles [34][35]