西部黄金: 《西部黄金股份有限公司独立董事制度》（2025年7月修订）

Core Points - The document outlines the independent director system of Western Gold Co., Ltd., aiming to enhance corporate governance and protect shareholders' rights [1][2] - Independent directors must not have any direct or indirect interests that could affect their judgment and are required to fulfill their duties independently [1][2] - The proportion of independent directors on the board must be at least one-third, including at least one accounting professional [2][4] Group 1: Independent Director Responsibilities - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making and providing professional advice [2][3] - They are responsible for supervising potential conflicts of interest between the company and its major shareholders or management [18][19] - Independent directors must attend board meetings and can only delegate their voting rights under specific circumstances [12][19] Group 2: Qualifications and Independence - Independent directors must meet specific independence criteria, including not holding significant shares or positions in related companies [5][6] - Candidates must have relevant experience and knowledge in law, accounting, or economics, and must not have any significant negative records [6][8] - Independent directors can serve on the boards of a maximum of three domestic listed companies to ensure they have adequate time to fulfill their responsibilities [10] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares [6][11] - The nomination process requires the consent of the candidates and a thorough review of their qualifications [12][13] - The election of independent directors must follow a cumulative voting system to ensure fair representation of minority shareholders [14] Group 4: Duties and Reporting - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [15][16] - They are required to report any significant issues that may hinder their ability to perform their duties to the relevant authorities [17][19] - The company must provide necessary support and resources for independent directors to effectively carry out their responsibilities [37][38]