新劲刚: 独立董事工作制度

Core Points - The document outlines the governance structure and operational norms for Guangdong New Jinggang Technology Co., Ltd, focusing on the role and responsibilities of independent directors [1][2][3]. Group 1: General Provisions - 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 [2]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, particularly protecting the rights of minority shareholders [2]. - The board must consist of at least one-third independent directors, including at least one accounting professional [2][3]. Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications as outlined in relevant laws and regulations, and certain individuals are prohibited from serving as independent directors [3][4]. - The nomination and election of independent directors can be initiated by the board or shareholders holding more than 1% of the company's shares [5][6]. Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance board decision-making [18][19]. - They have the authority to independently hire external advisors for audits or consultations and can propose meetings to discuss significant issues [19][20]. Group 4: Performance and Reporting - Independent directors must attend board meetings and submit annual reports detailing their activities and contributions [26][29]. - The company is required to provide necessary support and resources for independent directors to fulfill their duties effectively [30][31]. Group 5: Compensation and Compliance - The company must ensure that independent directors receive appropriate compensation, which should be disclosed in the annual report [15]. - Any matters not covered by the document will be governed by relevant laws and regulations, ensuring compliance with higher legal standards [36][39].