浙江永强: 独立董事制度

Core Viewpoint - The article outlines the regulations and responsibilities of independent directors in Zhejiang Yongqiang Group Co., Ltd, emphasizing their role in corporate governance and the protection of minority shareholders' rights [3][4][5]. Group 1: Independent Director's Role 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 [3][4]. - They are required to participate in decision-making, supervise potential conflicts of interest, and provide professional advice to enhance the board's decision-making quality [9][11]. - Independent directors must submit an annual report detailing their attendance at meetings and their engagement with minority shareholders [31]. Group 2: Qualifications and Appointment - To serve as an independent director, candidates must meet specific qualifications, including having at least five years of relevant experience and a clean personal record [4][6]. - The nomination process for independent directors requires the consent of the candidates and must be free from conflicts of interest [6][9]. - Independent directors can serve a maximum of six consecutive years, and their independence must be evaluated annually [10][11]. Group 3: Governance Structure - The board must consist of at least one-third independent directors, including at least one with accounting expertise [3][4]. - Independent directors are involved in specialized committees, such as the audit committee, where they hold a majority [8][12]. - The company must provide adequate support and resources for independent directors to fulfill their duties effectively [34][36]. Group 4: Communication and Reporting - Independent directors are required to maintain open communication with minority shareholders and report any significant issues to the board [30][31]. - They must document their activities and decisions, ensuring transparency and accountability in their roles [29][37]. - The company is obligated to disclose any conflicts of interest or issues raised by independent directors in a timely manner [11][17].