太龙药业: 独立董事工作制度

Core Points - The article outlines the governance structure and responsibilities of independent directors at Henan Tailong Pharmaceutical Co., Ltd, emphasizing their role in protecting the interests of minority shareholders and ensuring corporate governance compliance [1][2][3] Group 1: Independent Director Definition and Role - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making and providing professional advice [1][2][3] Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant relationships that could compromise their independence [3][4][5] - The company must ensure that independent directors constitute at least one-third of the board, with a majority on the audit committee [2][3] Group 3: Appointment and Termination - Independent directors are nominated by shareholders and must be elected at the shareholders' meeting, with a maximum term of six years [6][7] - The company must disclose reasons for any early termination of an independent director's position [7][8] Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [18][19] - They have the authority to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [19][20] Group 5: Communication and Reporting - Independent directors must maintain open communication with minority shareholders and report on their activities and decisions at the annual shareholders' meeting [15][16] - They are required to submit an annual report detailing their attendance, participation in committees, and interactions with management and shareholders [16][17] Group 6: Support and Compensation - The company is responsible for providing necessary support and resources for independent directors to fulfill their duties effectively [35][36] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system to mitigate risks associated with their roles [40][41]