Core Points - The document outlines the independent director system of Shanghai Kaizhong Materials Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and creditors [1][2]. General Provisions - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2]. - Independent directors are obligated to act in good faith and diligence, ensuring compliance with laws and regulations while protecting the overall interests of the company and minority shareholders [2][3]. Independence Requirements - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their duties [2][3]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][3]. Appointment and Replacement - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [5][6]. - The company must disclose relevant materials about independent director candidates before the shareholders' meeting [6][7]. Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have special rights to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [11][18]. Performance Evaluation - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [18][19]. - The company is required to provide necessary support and resources for independent directors to perform their duties effectively [34][35]. Compensation and Benefits - The company must cover the costs incurred by independent directors when hiring professional institutions and provide appropriate remuneration for their responsibilities [37][38].
凯众股份: 上海凯众材料科技股份有限公司独立董事工作制度