精工钢构: 精工钢构独立董事专门会议工作制度

Core Points - The article outlines the working system for independent directors' special meetings at Changjiang Jinggong Steel Structure (Group) Co., Ltd, aiming to enhance governance and protect shareholders' rights [1][2][3] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The special meetings of independent directors are convened to ensure their effective participation in decision-making and supervision, thereby safeguarding the overall interests of the company and minority shareholders [2][3] Summary by Sections Independent Directors' Responsibilities - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must perform their roles in accordance with laws, regulations, and the company's articles of association [2][3] - They play a crucial role in decision-making, supervision, and providing professional advice [2] Meeting Procedures - Special meetings are exclusively attended by independent directors and can be held through various means, including in-person and remote formats [3][4] - A quorum requires the presence of more than half of the independent directors, and decisions are made based on majority votes [3][4] Decision-Making Authority - Certain matters, such as decisions related to company acquisitions and related party transactions, must be discussed and approved in these special meetings before being submitted to the board [3][4] - Independent directors have the authority to propose the convening of temporary shareholder meetings and board meetings [4] Documentation and Reporting - Meeting records must be maintained, including details of attendance, discussions, and voting outcomes, and must be preserved for at least ten years [4][5] - Independent directors are required to submit annual reports detailing their performance and the outcomes of special meetings [5] Implementation and Amendments - The system is effective upon approval by the board and is subject to amendments as per relevant laws and regulations [5]