天源迪科: 独立董事工作制度（2025年8月）

Core Points - The article outlines the independent director working system of Shenzhen Tianyuan Dike Information Technology Co., Ltd, aimed at enhancing corporate governance and protecting the interests of minority shareholders [1][2][3] Summary by Sections General Principles - The system is established to improve the governance structure and enhance the supervision of non-independent directors and management [1] - Independent directors must perform their duties independently and without influence from major shareholders or related parties [2] - They have a duty of loyalty and diligence towards the company and all shareholders, particularly focusing on protecting the rights of minority shareholders [1][2] Qualifications for Appointment - Independent directors must meet specific qualifications, including legal and regulatory requirements, independence, and relevant experience [5] - They should not hold positions in more than three domestic listed companies to ensure they have sufficient time to fulfill their responsibilities [5] - The board must maintain a minimum of one-third independent directors, including at least one accounting professional [5][6] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [9] - Candidates must provide consent and disclose their qualifications and any potential conflicts of interest before nomination [10] Rights and Responsibilities - Independent directors are expected to participate in decision-making, supervise potential conflicts of interest, and provide professional advice to enhance board decisions [15][16] - They have the authority to hire external consultants for audits or consultations and can propose meetings to address significant issues [16][17] Communication and Support - The company must facilitate communication between independent directors and minority shareholders, ensuring directors have access to necessary information and resources [13][14] - Independent directors are required to submit annual reports detailing their activities and interactions with shareholders [29] Compliance and Reporting - Independent directors must report any obstacles encountered while performing their duties and can escalate issues to regulatory bodies if necessary [14][9] - The company is responsible for ensuring compliance with the independent director system and must disclose relevant information in a timely manner [14][9]