振德医疗: 振德医疗独立董事专门会议工作制度

Core Points - The document outlines the working system for independent directors of Zhengde Medical Supplies Co., Ltd, aiming to enhance corporate governance and ensure independent decision-making and supervision [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The independent directors have a duty of loyalty and diligence to the company and all shareholders, ensuring the protection of minority shareholders' rights [2][3] Summary by Sections Independent Director Meetings - The company is required to hold meetings exclusively for independent directors, with notifications sent at least three days in advance [2][4] - Meetings can be held in person or through other means such as video or phone, ensuring all independent directors can communicate effectively [4][5] - A quorum for the meeting requires the presence of more than half of the independent directors [4][5] Voting and Decision-Making - Voting in independent director meetings is conducted on a one-vote-per-person basis, with named voting [3][4] - Certain matters must be discussed in these meetings and require a majority agreement from independent directors before being submitted to the board [3][4] Special Powers of Independent Directors - Independent directors have the authority to hire external advisors for audits or consultations, propose meetings, and publicly solicit shareholder rights [3][4] - The exercise of these powers must be approved in the independent director meetings [4][5] Documentation and Reporting - Independent director meetings must document discussions, including the basis for opinions and the legality of matters discussed [4][5] - Independent directors are required to submit annual reports detailing their responsibilities and the outcomes of their meetings [5][6] Confidentiality and Support - Attendees of the meetings are bound by confidentiality regarding the discussed matters [5][6] - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [5][6]