起帆电缆: 起帆电缆独立董事工作制度

Core Viewpoint - The independent director system of Shanghai Qifan Cable Co., Ltd. aims to ensure the company's standardized operation, enhance the efficiency of independent directors, and protect the legitimate rights and interests of all shareholders, especially minority shareholders [1][2]. 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 [2]. - Independent directors have a duty of integrity and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [2][3]. - At least one-third of the board members must be independent directors, including at least one accounting professional with relevant qualifications [2][3]. Group 2: Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including legal eligibility, independence, and relevant work experience [3][5]. - Certain individuals are prohibited from serving as independent directors, including those with significant relationships with the company or its major shareholders [5][6]. Group 3: Appointment and Replacement of Independent Directors - The board of directors or shareholders holding more than 1% of the company's shares can propose independent director candidates, subject to shareholder approval [7][8]. - Independent directors serve a term aligned with other board members, with a maximum consecutive term of six years [9][10]. Group 4: Duties and Performance of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [19][20]. - They must attend board meetings in person or delegate another independent director if unable to attend, and they are required to submit annual performance reports [11][18]. Group 5: Support and Compensation for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [36][37]. - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [41].