精研科技: 独立董事制度

Core Points - The document outlines the governance structure and operational guidelines for Jiangsu Jingyan Technology Co., Ltd, focusing on the role and responsibilities of independent directors [1][20] - It emphasizes the importance of independent directors in maintaining objectivity and protecting the interests of minority shareholders [2][3] Group 1: General Provisions - 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][3] - The company is required to have three independent directors, making up at least one-third of the board, with at least one being a professional accountant [2][3] Group 2: Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including having at least five years of relevant experience and a clean personal record [6][8] - Certain individuals, such as those with significant shareholding or familial ties to major shareholders, are prohibited from serving as independent directors [3][4] Group 3: Nomination and Election of Independent Directors - The board and shareholders holding more than 1% of shares can propose candidates for independent directors, ensuring no conflicts of interest [6][7] - The election process must be transparent, with all relevant candidate information disclosed to shareholders [10][11] Group 4: Responsibilities and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They have the authority to hire external consultants for audits and can propose meetings to address significant issues [18][19] Group 5: Performance and Reporting - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [31][32] - They are required to maintain detailed records of their activities and decisions, which must be preserved for at least ten years [16][29] Group 6: Support and Resources for Independent Directors - The company must provide necessary resources and support to independent directors, ensuring they have access to relevant information and can effectively perform their duties [33][34] - Independent directors should be informed of company operations regularly and have the right to request additional information as needed [35][36]