Core Points - The article outlines the governance structure of Dalian Dali Kape Technology Co., Ltd, emphasizing the role of independent directors in protecting the rights of minority shareholders and ensuring compliance with relevant laws and regulations [1][2][6] - 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 the actual controller, ensuring their objectivity [1][2] - The independent directors have a duty of loyalty and diligence towards the company and all shareholders, and they are responsible for decision-making, supervision, and providing professional advice [2][3] Chapter Summaries Chapter 1: General Principles - The purpose of the system is to enhance the governance structure of the company and protect the rights of minority shareholders [1] - Independent directors are defined and their role is clarified, including the concept of independent director meetings [1] Chapter 2: Meeting Rules - Independent director meetings can be held regularly or irregularly, with a notification period of three days unless all independent directors agree otherwise [4] - Meetings can be conducted in person or via communication methods, and a quorum requires attendance from two-thirds of independent directors [4][5] - Voting in these meetings is conducted on a one-person-one-vote basis, with various permissible voting methods [4] Chapter 3: Responsibilities and Authority - Certain matters require approval from independent director meetings before being submitted to the board, including related party transactions and changes to commitments [10] - Independent directors have special powers that require prior approval from their meetings, such as hiring external consultants and proposing shareholder meetings [11] - Independent directors must provide clear and distinct opinions during meetings, including reasons for any dissent [13] Chapter 4: Miscellaneous - The company is responsible for providing necessary support for independent director meetings, including access to operational information and communication with stakeholders [5] - Independent directors have confidentiality obligations regarding the matters discussed in meetings until they are publicly disclosed [16] - The system will be effective upon approval by the company's board of directors [21]
达利凯普: 独立董事专门会议制度