Core Points - The article outlines the independent director system for Beijing Kejingyuan Technology Co., Ltd, aiming to enhance corporate governance and protect the rights of minority shareholders [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - They are obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to protect the overall interests of the company and minority shareholders [2][3] Group 2: Independent Director Qualifications and Election - Independent directors must maintain independence and cannot be related to company personnel or major shareholders, nor can they hold significant shares in the company [3][4] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][5] Group 3: Duties and Powers of Independent Directors - Independent directors have specific duties, including participating in board decisions, supervising potential conflicts of interest, and providing professional advice [16][25] - They possess special powers such as hiring external consultants, proposing meetings, and expressing independent opinions on matters that may harm the company or minority shareholders [17][25] Group 4: Communication and Reporting - Independent directors are required to communicate with the board secretary before meetings and must attend board meetings in person or delegate another independent director if unable to attend [19][20] - They must report any violations of laws or regulations and can escalate issues to regulatory bodies if necessary [28][29] Group 5: Support and Compensation for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [35][36] - Independent directors are entitled to compensation that aligns with their responsibilities, which must be approved by the board and disclosed in the annual report [41][42]
科净源: 独立董事工作制度 （2025年8月）