卧龙新能: 卧龙新能独立董事专门会议制度

Core Points - The article outlines the independent director special meeting system of Wolong New Energy Group Co., Ltd, aimed at enhancing corporate governance and protecting the rights of all shareholders, especially minority shareholders [1][2][5] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to laws, regulations, and the company's articles of association [2] Group 2: Meeting Procedures - Independent director special meetings are exclusively attended by independent directors and must be convened by a director elected by a majority of independent directors [3] - The company is required to hold at least one independent director special meeting annually, with materials and notifications sent to all independent directors at least three days prior to the meeting [3][4] Group 3: Decision-Making and Voting - A quorum for the independent director special meeting requires the presence of at least two-thirds of independent directors, and those unable to attend must review materials and delegate their voting rights [3][4] - Certain matters, such as related party transactions and changes to commitments, must be discussed in the independent director special meeting and approved by a majority before being submitted to the board [3][4] Group 4: Documentation and Reporting - Independent directors must keep detailed records of their activities, including meeting minutes that document the date, attendees, discussion topics, and voting results [4][5] - The company must ensure that independent directors have access to necessary operational information and support for their duties [5] Group 5: Confidentiality and Compliance - All attending independent directors are bound by confidentiality regarding the matters discussed in the meetings [5] - The system will take effect upon approval by the company's board and will be interpreted according to relevant laws and regulations [5][6]