海欣股份: 上海海欣集团股份有限公司独立董事工作细则

Core Points - The document outlines the working rules for independent directors of Shanghai Haixin Group Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [2][3][4] Group 1: General Provisions - The purpose of the rules is to improve the corporate governance structure and standardize the behavior of independent directors [2] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must act in the overall interest of the company [2][3] Group 2: Independence and Qualifications - The company must appoint an appropriate number of independent directors, with at least one being a professional accountant, and independent directors must constitute no less than one-third of the board [3][4] - Specific individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5] - Independent directors must possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [5][6] Group 3: Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [11] - The nomination process requires the consent of the candidates and a thorough review of their qualifications [12][13] - Cumulative voting is required when electing multiple independent directors, with separate counting for minority shareholders [8][11] Group 4: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They must attend board meetings in person or delegate their voting rights to other independent directors if unable to attend [20][21] - Independent directors have the right to hire external advisors for auditing or consulting on specific matters [18][19] Group 5: Performance and Reporting - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [34][35] - The company is required to provide necessary support and resources for independent directors to fulfill their duties effectively [36][37] - Independent directors must maintain detailed records of their activities and communications related to their responsibilities [16][18]