津投城开: 津投城开独立董事制度（修订稿）

Core Points - The document outlines the independent director system for Tianjin Jintou Urban Development Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [2][3][4] Group 1: General Principles - The 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 independent judgment [3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with relevant laws and regulations [3][4] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [4] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including legal eligibility, independence, relevant experience, and good personal character [4][6] - Individuals with certain relationships or interests in the company are prohibited from serving as independent directors [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 decision-making [15][16] - They have special powers, including hiring external consultants, calling for shareholder meetings, and expressing independent opinions on matters that may harm the company or minority shareholders [15][16] Group 4: Performance and Reporting - Independent directors must attend board meetings and can only miss meetings under specific circumstances, with a requirement to submit a written resignation report if they resign [18][19] - They are required to submit an annual performance report detailing their activities and interactions with shareholders and management [12][13] Group 5: Support and Resources - The company must provide necessary support and resources for independent directors to perform their duties effectively, including access to information and communication with management [29][30] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [34]