Core Points - The document outlines the independent director system of Zhejiang Fengmao Technology Co., Ltd, aiming to enhance corporate governance and protect shareholder interests [1][2][3] Group 1: General Principles - The independent director is defined as a board member who does not hold any other position within the company and has no direct or indirect interests that could affect their independent judgment [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [1][2] Group 2: Appointment and Qualifications - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2] - Independent directors must meet specific qualifications, including having relevant work experience and good personal character, and must not have any significant bad credit records [2][3] Group 3: Independence Requirements - Certain individuals are prohibited from serving as independent directors, including those with close relationships to the company or its major shareholders [3][4] - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [4] Group 4: 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 [16][17] - They have special rights, including the ability to hire external consultants and propose meetings [17][18] Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with shareholders [27][28] - They are required to report any issues that hinder their ability to perform their duties to the relevant authorities [13][14] Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their responsibilities [30][31] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [34][35]
丰茂股份: 独立董事工作制度（2025年8月修订）