Core Points - The document outlines the independent director system of Guotai Xindian Software Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2][3] - Independent directors must not hold any other positions within the company and should maintain independence from major shareholders and actual controllers [1][2][4] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4][5] Summary by Sections General Principles - The independent director system is established to improve corporate governance and protect minority shareholders' rights [1] - Independent directors are defined as those who do not hold other positions in the company and have no significant relationships that could affect their judgment [1][2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, particularly focusing on protecting minority shareholders' rights [2][10] - They are responsible for participating in decision-making, supervising potential conflicts of interest, and providing professional advice [10][20] Qualifications and Independence - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant conflicts of interest [7][10] - The document specifies conditions under which individuals cannot serve as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [12][13] - The nomination process requires thorough vetting of candidates' qualifications and independence [13][14] Term and Dismissal - Independent directors serve terms aligned with other board members, with a maximum continuous service of six years [17][19] - The company must promptly disclose reasons for any early termination of an independent director's position [19] Special Rights and Meetings - Independent directors have the right to independently hire external consultants and propose meetings to address significant issues [21][22] - Regular meetings of independent directors are mandated to ensure effective communication and decision-making [34][35] Support and Resources - The company is required to provide necessary resources and support for independent directors to fulfill their duties effectively [43][44] - Independent directors should have equal access to information as other board members to ensure informed decision-making [44][46] Reporting and Accountability - Independent directors must submit annual reports detailing their activities and any issues encountered during their tenure [32][33] - They are obligated to report any significant obstacles to their duties to regulatory authorities if necessary [15][20]
新点软件: 新点软件独立董事工作制度(2025年7月修订)