实益达: 独立董事专门会议工作制度

Core Viewpoint - The company aims to enhance its corporate governance by establishing a system that emphasizes the role of independent directors, ensuring they operate without conflicts of interest and uphold the interests of all shareholders [1][5]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1]. - They are obligated to act in good faith and diligence, adhering to legal and regulatory requirements while participating in decision-making and oversight to protect the interests of minority shareholders [1]. Group 2: Independent Director Meetings - The company is required to hold regular or ad-hoc meetings exclusively attended by independent directors, which can be conducted in person or via communication methods [2]. - Meetings must be convened by a majority of independent directors, and notifications should be sent at least three days in advance, detailing the meeting's agenda and logistics [2]. Group 3: Matters Requiring Independent Director Approval - Certain matters must be reviewed and approved by independent directors before being submitted to the board, including related party transactions and proposals for temporary shareholder meetings [2][3]. - Independent directors can also discuss other significant issues that may affect the company or minority shareholders [3]. Group 4: Meeting Records and Reporting - Independent director meetings must be documented, including details such as the date, attendees, and voting results, with independent directors required to sign off on the records [3][4]. - An annual report must be submitted by independent directors to the company's annual shareholder meeting, detailing their activities and interactions with stakeholders [4]. Group 5: Compliance and Amendments - Any matters not covered by this system or inconsistent with existing laws and regulations will defer to those legal standards [5]. - Amendments to this system require board approval and will take effect upon such approval [5].