郑中设计: 独立董事工作细则

Core Points - The company aims to enhance its corporate governance structure and board composition to protect the interests of minority shareholders and stakeholders while ensuring compliance with relevant laws and regulations [1][2][3] - 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 [1][2] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [1][2][3] - Independent directors are required to perform their duties independently and are obligated to act in good faith and with diligence towards the company and all shareholders [1][2][3] Independent Director Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with significant relationships with the company or its major shareholders [2][3][4] - The company must conduct annual self-assessments of the independence of its independent directors and disclose the results [3][4] - The nomination of independent directors must be based on their qualifications, including relevant experience and absence of any disqualifying factors [4][5][6] Responsibilities and Duties 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 [11][12][13] - They have the authority to independently hire external consultants for auditing or consulting on specific company matters [11][12] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [12][13] Committees and Governance - The company can establish specialized committees such as nomination, remuneration and assessment, and strategy committees, with independent directors holding a majority in these committees [2][3][4] - The audit committee must consist of independent directors and is responsible for reviewing financial information and overseeing internal controls [26][27] - The nomination committee is tasked with proposing candidates for directors and senior management positions [27][28] Reporting and Communication - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [33][34] - The company must ensure that independent directors have access to necessary information and resources to perform their duties effectively [20][21][22] - Any obstacles faced by independent directors in performing their duties must be reported to the board and can be escalated to regulatory authorities if unresolved [38][39]