沈阳化工: 沈阳化工股份有限公司独立董事工作细则

Core Points - The article outlines the guidelines for independent directors at Shenyang Chemical Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1] Chapter Summaries Chapter 1: General Principles - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [2] - The number of independent directors should be at least one-third of the total board members, with a majority in key committees [2] - At least one independent director must have accounting expertise [2] Chapter 2: Independence and Qualifications - Independent directors must meet specific independence criteria and possess relevant knowledge and experience [6] - Certain individuals, such as those with significant shareholdings or familial ties to major shareholders, are prohibited from serving as independent directors [4][5] Chapter 3: Nomination, Election, and Replacement - Independent director candidates can be proposed by the board or shareholders holding over 1% of shares [7] - The election process must ensure that candidates meet independence criteria and disclose any potential conflicts of interest [8] Chapter 4: Responsibilities of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [18] - They have the authority to hire external consultants and propose meetings to address significant issues [19] Chapter 5: Support for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [34] - Independent directors should have equal access to information and be kept informed about company operations [35] Chapter 6: Miscellaneous - The guidelines will take effect upon approval by the board and will be interpreted by the board [41][44]