常山北明: 独立董事工作制度

Core Points - The company aims to enhance its governance structure and ensure the effective functioning of independent directors in accordance with relevant laws and regulations [1][19] - 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][2] - The company must maintain a minimum of one-third of the board members as independent directors, including at least one accounting professional [2][3] Group 1: Independent Director Qualifications and Responsibilities - Independent directors must meet specific independence criteria and cannot have certain relationships with the company or its major shareholders [6][3] - The company is required to establish an audit committee composed of independent directors, with a majority being accounting professionals [2][12] - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [16][17] Group 2: Appointment and Termination of Independent Directors - Independent directors can be nominated by shareholders holding more than 1% of the company's shares, and their nominations must be free from conflicts of interest [4][5] - The term for independent directors aligns with that of other board members, with a maximum continuous service of six years [6][13] - The company must promptly fill any vacancies among independent directors to maintain the required number [6][7] Group 3: Independent Director Meetings and Communication - The company is obligated to hold meetings exclusively for independent directors to discuss relevant matters [23][24] - Independent directors must attend board meetings in person or delegate their voting rights to another independent director if unable to attend [19][20] - The company must ensure that independent directors have access to necessary information and resources to perform their duties effectively [34][35] Group 4: Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities and participation in board meetings [31][32] - The company must maintain records of independent directors' activities and ensure transparency in their decision-making processes [29][14] - Independent directors have the right to report any violations of laws or regulations to regulatory authorities if the company fails to address issues [18][10]