Core Points - The document outlines the independent director system of Shanghai Yachuang Electronics Group Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and are free from relationships that could impair their independent judgment [1][2] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making and protecting the rights of minority shareholders [2][3] - The board must have at least one-third of its members as independent directors, including at least one accounting professional [2][3] Group 2: Qualifications and Independence of Independent Directors - Candidates for independent directors must meet specific qualifications, including independence, relevant knowledge, and a minimum of five years of experience in legal, accounting, or economic fields [5][6] - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Group 3: Nomination and Election Process - The nomination and election of independent directors must be conducted in accordance with legal regulations, with shareholders holding at least 1% of shares able to propose candidates [10][11] - Independent director candidates must provide declarations regarding their qualifications and independence [6][7] Group 4: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [9][10] - They have the authority to hire external consultants for audits or consultations and can call for extraordinary shareholder meetings [11][12] Group 5: Meeting and Reporting Requirements - Independent directors must attend board meetings and can delegate attendance if necessary, but repeated absences may lead to removal [15][16] - They are required to submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [14][17] Group 6: Support and Compensation for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties, including timely access to information [33][34] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in annual reports [38][39]
雅创电子: 独立董事工作制度2025.8