三星新材: 独立董事工作制度（2025年7月修订）

General Principles - The purpose of the independent director system is to improve the governance structure of Zhejiang Samsung New Materials Co., Ltd. and protect the interests of minority shareholders and stakeholders [1] - Independent directors must not hold any other positions in the company and should have no direct or indirect interests that could affect their independent judgment [1][2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice [2] - The company must ensure that independent directors account for at least one-third of the board, including at least one accounting professional [2][3] Qualifications for Independent Directors - Candidates for independent directors must meet specific qualifications, including independence, relevant knowledge, and at least five years of experience in legal, accounting, or economic fields [5][6] - Independent directors can serve on the boards of a maximum of three domestic listed companies to ensure they have sufficient time to fulfill their responsibilities [6][7] Independence Criteria - Individuals with certain relationships or interests, such as family members of company employees or significant shareholders, are prohibited from serving as independent directors [4][5] - Independent directors must conduct annual self-assessments of their independence and submit reports to the board [5] Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares, and must be approved by the shareholders' meeting [11][12] - The election of independent directors must follow a cumulative voting system, ensuring transparency in the voting process for minority shareholders [11][12] Responsibilities and Voting Rights - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [21][22] - They have the right to independently hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [22][23] Meeting Procedures - Independent directors must attend board meetings and can delegate their voting rights if unable to attend, ensuring their opinions are still represented [24][25] - Special meetings for independent directors must be held regularly, with proper notice and documentation maintained for at least ten years [30][31] Support and Compensation - The company must provide necessary resources and support for independent directors to perform their duties effectively [34][35] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders' meeting [41][42] Implementation and Amendments - This independent director system will be implemented upon approval by the shareholders' meeting and may be amended in accordance with future regulations [43][44]