仟源医药: 独立董事工作制度

Core Viewpoint - The document outlines the governance structure and operational regulations for Shanxi Qianyuan Pharmaceutical Group Co., Ltd, focusing on the role, responsibilities, and independence of independent directors within the company [1][2][3]. Group 1: Independent Director Definition and Responsibilities - 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 [2][3]. - The company will have five independent directors, constituting at least half of the total board members, including at least one accounting professional [2][3]. - Independent directors are obligated to act in good faith and diligence towards the company and all shareholders, ensuring the protection of minority shareholders' rights [2][3][4]. Group 2: Qualifications and Independence Criteria - Candidates for independent directors must meet specific qualifications, including relevant work experience and a clean personal record [3][4]. - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [4][5]. - The document specifies conditions under which individuals are disqualified from serving as independent directors, including recent legal penalties or conflicts of interest [4][5][6]. Group 3: Nomination and Election Process - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent directors, subject to shareholder approval [6][7]. - Candidates must provide declarations confirming their qualifications and independence before being nominated [6][7]. - If a candidate does not meet the independence criteria, the stock exchange can raise objections, and the company must disclose this information [7][8]. Group 4: Duties and Authority of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [9][10]. - They have the authority to independently hire external consultants for audits or investigations and can propose meetings to address significant issues [10][11]. - Independent directors must attend board meetings and can only delegate their voting rights under specific circumstances [11][12]. Group 5: Communication and Reporting - Independent directors are required to maintain communication with minority shareholders and report any issues that hinder their ability to perform their duties [15][16]. - They must submit annual reports detailing their attendance, participation in committees, and interactions with shareholders [16][17]. - The company is responsible for providing necessary resources and support to independent directors to facilitate their duties [17][18]. Group 6: Compensation and Support - The company must provide independent directors with appropriate compensation, which is subject to board approval and must be disclosed in annual reports [18][19]. - Independent directors are entitled to reimbursement for expenses incurred while performing their duties [18][19]. - The company must ensure that independent directors have equal access to information and resources as other board members [17][18].