Workflow
德联集团: 独立董事工作细则(2025年7月)

Core Points - The document outlines the working rules for independent directors of Guangdong Delian Group Co., Ltd, aiming to protect the rights of minority shareholders and creditors, improve corporate governance, and ensure compliance with relevant regulations [1][2][3] General Provisions - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice [1][2] Independence and Qualifications - Independent directors should be independent and impartial, with a maximum of three concurrent positions in domestic listed companies [2][3] - The board must have at least one-third independent directors, including at least one accounting professional [2][3] - Candidates for independent directors must meet specific qualifications, including independence, relevant knowledge, and a clean personal record [2][3] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [5][6] - The nomination process requires consent from the candidates and thorough background checks by the nomination committee [5][6] Responsibilities and Powers - Independent directors have special powers, including hiring external consultants and proposing extraordinary shareholder meetings [16][17] - They must attend board meetings and can only delegate their voting rights under specific conditions [12][13] Reporting and Communication - Independent directors must submit annual reports detailing their activities and interactions with minority shareholders [11][12] - They are required to maintain open communication with the board and management, ensuring they receive timely and adequate information [17][18] Compliance and Ethics - Independent directors must adhere to strict ethical standards, avoiding conflicts of interest and ensuring transparency in their actions [29][30] - They are responsible for reporting any violations of laws or regulations to the board [11][30] Implementation and Effectiveness - The rules are effective upon approval by the board and are subject to interpretation by the board [40][42]