华星创业: 独立董事工作制度

Core Points - The article outlines the governance structure and responsibilities of independent directors in Hangzhou Huaxing Chuangye Communication Technology Co., Ltd, emphasizing the importance of protecting minority shareholders and ensuring independent decision-making [1][2][3] Group 1: Governance Structure - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2] - Independent directors are required to maintain independence and must not have any significant relationships that could impair their judgment [3][4] - The board is mandated to establish committees such as the audit committee, nomination committee, and remuneration committee, with independent directors holding a majority in the audit and nomination committees [2][3] Group 2: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [6][16] - They have the authority to independently hire external consultants for audits or consultations and can propose meetings to address significant issues [17][18] - Independent directors must attend board meetings in person or delegate their voting rights to another independent director if unable to attend [19][20] Group 3: Appointment and Termination - Independent directors can serve a maximum of six consecutive years, and their appointment must be approved by the shareholders [13][14] - The company must fill any vacancies of independent directors within 60 days if their departure affects the required proportion of independent directors [5][6] - Independent directors must submit annual reports detailing their activities and engagement with shareholders [30][31] Group 4: Support and Resources - The company is required to provide necessary resources and support to independent directors to ensure they can effectively perform their duties [32][33] - Independent directors should have equal access to information as other board members and must be kept informed about the company's operations [34][35] - The company must cover the costs incurred by independent directors when hiring professional services for their duties [36][37]