General Principles - The independent director system is established to improve the governance structure of Shanghai JianKe Consulting Group Co., Ltd. and ensure standardized operations in accordance with relevant laws and regulations [1][2] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Appointment and Qualifications - The company will have five independent directors, including at least one accounting professional, and they should not serve as independent directors in more than three domestic listed companies [2][4] - Independent directors must meet specific qualifications, including legal and regulatory requirements, independence criteria, and relevant work experience [2][4][6] Independence Requirements - Individuals who have certain relationships with the company, its major shareholders, or have significant business dealings with the company are prohibited from serving as independent directors [4][5] - Independent directors are required to conduct annual self-assessments of their independence and submit the results to the board [5][6] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's issued shares, and the election must be approved by the shareholders' meeting [6][8] - The nomination process requires the consent of the nominee and a thorough understanding of their qualifications and independence [8][9] 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 [15][16] - They have special powers, including hiring external consultants, proposing meetings, and expressing independent opinions on matters that may harm the company or minority shareholders [16][17] Meeting Attendance and Reporting - Independent directors must attend board meetings in person or delegate another independent director if unable to attend [18][19] - They are required to submit annual reports on their performance and maintain detailed records of their activities [12][13] Support and Compensation - The company must provide necessary resources and support for independent directors to effectively perform their duties [26][27] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [29][30]
上海建科: 上海建科咨询集团股份有限公司独立董事制度