东方电热: 独立董事工作制度

Core Viewpoint - The document outlines the governance structure and operational guidelines for independent directors at Zhenjiang Dongfang Electric Heating Technology Co., Ltd, emphasizing the importance of independent directors in protecting the interests of shareholders, particularly minority investors [3][4]. Group 1: Independent Director Definition and Requirements - 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 impair their independent judgment [3]. - The company will appoint three independent directors, including at least one accounting professional [3][4]. - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant credit issues [4][5]. Group 2: Independence and Restrictions - Independent directors must maintain independence and not be influenced by major shareholders or related parties [4][5]. - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5]. Group 3: Nomination and Election Procedures - The nomination and election of independent directors must be conducted legally and in a regulated manner [5][6]. - Candidates for independent director positions must be proposed by shareholders holding at least 1% of the company's issued shares [5][6]. - Independent directors can serve a maximum of six consecutive years, with a mandatory cooling-off period of 36 months before being eligible for re-nomination [6][7]. Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance board decision-making [9][10]. - They have special powers, including the ability to hire external consultants and propose meetings [9][10]. Group 5: Performance Evaluation and Reporting - Independent directors must conduct annual self-assessments of their independence and submit reports to the board [5][11]. - They are required to submit annual performance reports detailing their attendance, participation in committees, and communication with minority shareholders [11][15]. Group 6: Support and Compensation - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [16][17]. - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [17][18].