吉林化纤: 独立董事工作制度

Core Points - The document outlines the governance structure and responsibilities of independent directors in companies, emphasizing the need for their independence and qualifications to protect the interests of shareholders, especially minority investors [1][2][4]. Group 1: Independent Director Definition and Requirements - An independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their judgment [1]. - The proportion of independent directors on the board must be at least one-third, including at least one accounting professional [1][2]. - Independent directors must meet specific qualifications, including legal and financial knowledge, and must have at least five years of relevant work experience [2]. Group 2: Nomination and Election Process - 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 [4][5]. - The qualifications of independent director candidates are subject to review by the Shenzhen Stock Exchange, and any objections must be addressed before the election [5][6]. Group 3: Responsibilities and Powers - Independent directors have a duty to act in the best interests of the company and all shareholders, particularly minority shareholders [7][15]. - They are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [7][8]. - Independent directors have special powers, including the ability to hire external consultants and call for shareholder meetings [8]. Group 4: Attendance and Reporting - Independent directors must attend board meetings in person or delegate their voting rights to another independent director if unable to attend [9]. - They are required to submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [21][10]. Group 5: Support and Resources - Companies must provide necessary support and resources for independent directors to fulfill their duties, including access to information and communication channels [28][29]. - Independent directors should receive appropriate compensation for their responsibilities, which must be disclosed in company reports [34].