正海生物: 独立董事工作制度

General Principles - The purpose of the independent director system is to standardize the behavior of independent directors and clarify the rights and responsibilities between the company and independent directors, based on relevant laws and regulations [1] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Independence and Qualifications - The board of directors must include three independent directors, with at least one being a professional accountant [2] - Individuals who have direct or indirect interests in the company, such as major shareholders or their relatives, are prohibited from serving as independent directors [2][3] Nomination and Election - Independent director candidates can be proposed by the board of directors or shareholders holding at least 1% of the company's shares, and must be elected by the shareholders' meeting [4][5] - The nomination process requires the consent of the nominee and a thorough understanding of their qualifications and background [5][6] Responsibilities of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [18][19] - They have special rights, including the ability to hire external consultants and propose meetings [19][20] Rights and Obligations - The company must provide necessary working conditions and support for independent directors to fulfill their duties [16][17] - Independent directors are entitled to the same rights as other directors, including access to information and resources [16][17] Reporting and Accountability - Independent directors must submit an annual report detailing their activities, including attendance at meetings and communication with shareholders [28][29] - They are required to maintain confidentiality regarding company secrets even after their term ends [38][39]